Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 25, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Chanticleer Holdings, Inc. | ||
Entity Central Index Key | 1,106,838 | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 30,632,579 | ||
Entity Common Stock, Shares Outstanding | 21,337,247 | ||
Trading Symbol | HOTR | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 1,527,886 | $ 245,828 |
Accounts and other receivables | 882,263 | 313,509 |
Inventories | 726,624 | 532,803 |
Due from related parties | 45,615 | 46,015 |
Prepaid expenses and other current assets | 636,188 | 330,745 |
TOTAL CURRENT ASSETS | 3,818,576 | 1,468,900 |
Property and equipment, net | 16,641,232 | 13,315,409 |
Goodwill | 12,702,139 | 15,617,308 |
Intangible assets, net | 7,282,074 | 3,396,503 |
Investments at fair value | 31,322 | 35,362 |
Other investments | 1,050,000 | 1,550,000 |
Deposits and other assets | 679,863 | 408,492 |
TOTAL ASSETS | 42,205,206 | 35,791,974 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,505,265 | 5,580,131 |
Current maturities of long-term debt and notes payable | 5,383,002 | 1,813,647 |
Current maturities of convertible notes payable, net of debt discount of $914,724 and $63,730, respectively | 2,810,276 | 436,270 |
Current maturities of capital leases payable | 39,303 | 42,032 |
Due to related parties | 403,742 | 1,299,083 |
Deferred rent | 683,793 | 118,986 |
Derivative liabilities | 1,231,608 | 1,945,200 |
Liabilities of discontinued operations | 124,043 | 177,393 |
TOTAL CURRENT LIABILITIES | 16,181,082 | 11,412,742 |
Long-term debt, less current maturities, net of debt discount of $171,868 and $343,733, respectively | $ 1,098,641 | 5,009,283 |
Convertible notes payable, net of debt discount of $10 and $1,872,587, respectively | 1,477,413 | |
Capital leases payable, less current maturities | $ 15,969 | 36,628 |
Deferred rent | 1,798,660 | 2,196,523 |
Deferred tax liabilities | 1,353,771 | 686,884 |
TOTAL LIABILITIES | $ 20,448,073 | $ 20,819,473 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Preferred stock: no par value; authorized 5,000,000 shares; none issued and outstanding | ||
Common stock: $0.0001 par value; authorized 45,000,000 shares; issued and outstanding 21,337,247 and 7,249,442 shares, respectively | $ 2,134 | $ 725 |
Additional paid in capital | 55,365,597 | 32,601,400 |
Accumulated other comprehensive loss | (987,695) | (1,657,908) |
Non-controlling interest | 389,810 | 4,904,471 |
Accumulated deficit | (33,012,713) | (20,876,187) |
TOTAL STOCKHOLDERS’ EQUITY | 21,757,133 | 14,972,501 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 42,205,206 | $ 35,791,974 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position Parenthetical [Abstract] | ||
Debt Instrument Unamortized Discount, Current | $ 914,724 | $ 63,730 |
Debt Instrument Unamortized Discount | 171,868 | 343,733 |
Debt Instrument Unamortized Discount, Noncurrent | $ 10 | $ 1,872,587 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 21,337,247 | 7,249,442 |
Common stock, shares outstanding | 21,337,247 | 7,249,442 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||
Restaurant sales, net | $ 41,010,680 | $ 28,745,258 |
Gaming income, net | 472,752 | 432,688 |
Management fee income - non-affiliates | 553,953 | $ 665,488 |
Franchise income | 359,424 | |
Total revenue | 42,396,809 | $ 29,843,434 |
Expenses: | ||
Restaurant cost of sales | 14,036,165 | 9,934,532 |
Restaurant operating expenses | 24,815,221 | 17,363,743 |
Restaurant pre-opening and closing expenses | 763,948 | 524,739 |
General and administrative expenses | 7,415,381 | $ 5,976,870 |
Asset impairment charge | 4,489,043 | |
Depreciation and amortization | 2,364,967 | $ 1,587,858 |
Total expenses | 53,884,725 | 35,387,742 |
Loss from continuing operations | (11,487,916) | (5,544,308) |
Other (expense) income | ||
Interest expense | (3,470,451) | (2,280,921) |
Change in fair value of derivative liabilities | 868,592 | $ 1,227,600 |
Loss on extinguishment of debt | (315,923) | |
Realized (loss) gains on securities | $ (169,369) | $ 101,472 |
Equity in losses of investments | (40,694) | |
Other income (expense) | $ 253,642 | 334,477 |
Total other (expense) income | (2,833,509) | (658,066) |
Loss from continuing operations before income taxes | (14,321,425) | (6,202,374) |
Income tax benefit (expense) | (187,568) | 476,501 |
Loss from continuing operations | (14,508,993) | (5,725,873) |
Gain (loss) from discontinued operations, net of taxes | 53,350 | (920,960) |
Consolidated net loss | (14,455,643) | (6,646,833) |
Less: Net loss attributable to non-controlling interest | 2,319,117 | 243,462 |
Net loss attributable to Chanticleer Holdings, Inc. | (12,136,526) | (6,403,371) |
Net loss attributable to Chanticleer Holdings, Inc.: | ||
Loss from continuing operations | (12,189,876) | (5,482,411) |
Gain (loss) from discontinued operations | 53,350 | (920,960) |
Net loss attributable to Chanticleer Holdings, Inc. | (12,136,526) | (6,403,371) |
Other comprehensive loss: | ||
Unrealized gain (loss) on available-for-sale securities (none applies to non-controlling interest) | (4,039) | (223,746) |
Foreign currency translation (loss) gain | (963,528) | (1,345,793) |
Total other comprehensive loss | (967,567) | (1,569,539) |
Comprehensive loss | $ (13,104,093) | $ (7,972,910) |
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: | ||
Continuing operations attributable to common stockholders, basic and diluted | $ (0.86) | $ (0.87) |
Discontinued operations attributable to common stockholders, basic and diluted | $ 0 | $ (0.15) |
Weighted average shares outstanding, basic and diluted | 14,245,437 | 6,332,843 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 539 | $ 25,404,994 | $ (88,368) | $ 394,645 | $ (14,472,816) | $ 11,238,994 |
Balance,shares at Dec. 31, 2013 | 5,387,897 | |||||
Cash proceeds, net | $ 47 | 857,155 | 857,202 | |||
Cash proceeds, net,shares | 469,101 | |||||
Business combinations | 102 | $ 5,401,639 | $ 4,753,288 | $ 10,155,029 | ||
Business combinations,shares | $ 1,021,900 | |||||
Interest | 16 | 161,798 | 161,814 | |||
Interest,shares | 155,307 | |||||
Consulting services | $ 23 | $ 711,868 | $ 711,891 | |||
Consulting services,shares | 225,465 | |||||
Warrant exercise | $ 17 | $ 349,527 | $ 349,544 | |||
Warrant exercise, shares | 174,772 | |||||
Warrants issued in connection with convertible debt | 70,969 | 70,969 | ||||
Repurchase of shares and warrants | $ (19) | $ (446,050) | $ (446,069) | |||
Repurchase of shares and warrants,shares | $ (185,000) | |||||
Amortization of warrants | $ 89,500 | 89,500 | ||||
Foreign currency translation | $ (1,345,794) | (1,345,794) | ||||
Available-for-sale securities | $ (223,746) | (223,746) | ||||
Net loss | $ (243,462) | $ (6,403,371) | (6,646,833) | |||
Balance at Dec. 31, 2014 | $ 725 | $ 32,601,400 | $ (1,657,908) | $ 4,904,471 | $ (20,876,187) | 14,972,501 |
Balance,shares at Dec. 31, 2014 | 7,249,442 | |||||
Cash proceeds, net | $ 951 | 14,920,952 | 14,921,903 | |||
Cash proceeds, net,shares | 9,508,659 | |||||
Business combinations | 299 | 4,062,018 | 4,062,317 | |||
Business combinations,shares | 2,985,600 | |||||
Consulting services | 11 | 279,351 | 279,362 | |||
Consulting services,shares | 104,000 | |||||
Convertible debt | $ 139 | 2,658,395 | 2,658,533 | |||
Convertible debt, shares | 1,389,546 | |||||
Settlement of long-term debt | $ 10 | $ 194,990 | $ 195,000 | |||
Settlement of long-term debt, shares | 100,000 | |||||
Warrants issued in connection with convertible debt | 1,002,688 | 1,002,688 | ||||
Adjustment related to discontinued operations | $ (376,572) | $ (376,572) | ||||
Amortization of warrants | $ 22,375 | 22,375 | ||||
Foreign currency translation | $ (963,528) | (963,528) | ||||
Available-for-sale securities | (4,039) | (4,039) | ||||
Reclassifications related to Australia transactions | $ 1,637,780 | $ (2,543,653) | (905,873) | |||
Non-Controlling interest contribution | 348,109 | 348,109 | ||||
Net loss | (2,319,117) | $ (12,136,526) | (14,455,643) | |||
Balance at Dec. 31, 2015 | $ 2,134 | $ 55,365,597 | $ (987,695) | $ 389,810 | $ (33,012,713) | $ 21,757,133 |
Balance,shares at Dec. 31, 2015 | 21,337,247 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (14,455,643) | $ (6,646,833) |
Net (income) loss from discontinued operations | (53,350) | 920,960 |
Net loss from continuing operations | (14,508,993) | (5,725,873) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | $ 2,364,967 | 1,587,858 |
Equity in losses of investments | $ 40,694 | |
Asset impairment charge - Australia | $ 4,489,043 | |
Loss on extinguishment of debt | 315,923 | |
Loss on disposal of property and equipment | 514,571 | |
Loss (gain) on sales of investments | 169,639 | $ (101,472) |
Common stock issued for services | 279,362 | 711,891 |
Amortization of debt discount | 2,379,951 | 1,400,392 |
Amortization of warrants | $ 22,375 | 89,500 |
Common stock and warrants issued for interest | 161,814 | |
Warrants issued in connection with convertible debt | 70,969 | |
Change in assets and liabilities: | ||
Accounts and other receivables | $ (758,095) | (49,553) |
Prepaid and other assets | 221,683 | 120,456 |
Inventory | (130,607) | 485,499 |
Accounts payable and accrued liabilities | 1,166,376 | (368,475) |
Derivative liabilities | (868,592) | $ (200,800) |
Deferred Rent | (220,113) | |
Deferred income taxes | 94,527 | $ (653,828) |
Net cash (used in) provided by operating activities from continuing operations | (5,363,324) | (1,003,745) |
Net cash (used in) provided by operating activities from discontinued operations | (4,500) | (23,195) |
Net cash (used in) provided by operating activities | (5,367,824) | (1,026,940) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,798,221) | (1,970,173) |
Cash paid for acquisitions, net of cash acquired | (9,022,711) | (322,473) |
Proceeds from sale of investments | 330,361 | 121,222 |
Net cash used in investing activities from continuing operations | (10,490,651) | (2,171,424) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock and warrants | 14,921,903 | 1,206,746 |
Loan proceeds | 663,074 | 2,072,951 |
Loan repayments | (891,529) | $ (202,456) |
Proceeds from convertible debt | 2,150,000 | |
Capital lease payments | (52,807) | $ (47,602) |
Contribution of non-controlling interest | 348,109 | |
Net cash provided by financing activities from continuing operations | 17,138,750 | $ 3,029,639 |
Effect of exchange rate changes on cash | 1,783 | (28,141) |
Net increase (decrease) in cash | 1,282,058 | (196,866) |
Cash, beginning of period | 245,828 | 442,694 |
Cash, end of period | 1,527,886 | 245,828 |
Supplemental cash flow information: | ||
Interest | 1,068,383 | 320,260 |
Income taxes | 79,228 | $ 45,517 |
Non-cash investing and financing activities: | ||
Purchase of equipment using capital leases | 50,087 | |
Issuance of stock in connection with business combinations | 4,062,317 | $ 5,401,639 |
Debt assumed in connection with business combinations | 5,000,000 | |
Debt discount for fair value of warrants and conversion feature issued in connection with debt | $ 1,781,588 | 1,026,800 |
Repurchase of shares and warrants in connection with discontinued operation | $ 446,069 | |
Convertible debt settled through issuance of common stock | $ 2,275,000 | |
Long-term debt settled through issuance of common stock | 100,000 | |
Purchases of businesses: | ||
Current assets excluding cash | 1,148,334 | $ 636,894 |
Property and equipment | 5,387,283 | 7,945,152 |
Goodwill | 4,579,666 | 11,394,009 |
Trade name/trademarks/franchise fees | $ 4,300,000 | 559,304 |
Deposits and other assets | 136,025 | |
Liabilities assumed | $ (2,330,175) | (4,165,235) |
Non-controlling interest | (4,753,288) | |
Chanticleer equity | (1,028,749) | |
Common stock issued | $ (4,062,317) | (5,401,639) |
Assumption of debt | (5,000,000) | |
Cash acquired | $ 253,638 | 27,527 |
Cash paid for acquistions | $ 9,276,429 | $ 350,000 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Organization Chanticleer Holdings, Inc. (the Company) is in the business of owning, operating and franchising fast casual dining concepts domestically and internationally. The Company was organized October 21, 1999, under its original name, Tulvine Systems, Inc., under the laws of the State of Delaware. On April 25, 2005, Tulvine Systems, Inc. formed a wholly owned subsidiary, Chanticleer Holdings, Inc., and 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 presented below (collectively referred to as the Company): Name Jurisdiction of Incorporation Percent Owned Name Jurisdiction of Incorporation Percent Owned CHANTICLEER HOLDINGS, INC. Delaware, USA Burger Business Pacific Northwest Hooters American Roadside Burgers, Inc. Delaware, USA 100 % Oregon Owls Nest, LLC Oregon, USA 100 % ARB Stores Jantzen Beach Wings, LLC Oregon, USA 100 % American Roadside McBee, LLC North Carolina, USA 100 % Tacoma Wings, LLC Washington, USA 100 % American Burger Morehead, LLC North Carolina, USA 100 % American Roadside Morrison, LLC North Carolina, USA 100 % South African Hooters American Burger Ally, LLC North Carolina, USA 100 % Hooters On The Buzz (Pty) Ltd South Africa 95 % BGR Acquisition, LLC North Carolina, USA 100 % Chanticleer South Africa (Pty) Ltd. South Africa 100 % BGR Franchising, LLC Virginia, USA 100 % Hooters Emperors Palace (Pty.) Ltd. South Africa 88 % BGR Operations, LLC Virginia, USA 100 % Hooters PE (Pty) Ltd South Africa 100 % BGR Old Town, LLC Maryland, USA 100 % Hooters Ruimsig (Pty) Ltd. South Africa 100 % BGR Dupont, LLC Virginia, USA 100 % Hooters Umhlanga (Pty.) Ltd. South Africa 90 % BGR Arlington, LLC Virginia, USA 100 % Hooters SA (Pty) Ltd South Africa 78 % BGR Old Keene Mill, LLC Virginia, USA 100 % Hooters Willows Crossing (Pty) Ltd South Africa 100 % BGR Potomac, LLC Maryland, USA 100 % BGR Cascades, LLC Virginia, USA 100 % Australian Hooters BGR Washingtonian, LLC Maryland, USA 100 % HOTR AUSTRALIA PTY LTD Australia 80 % BGR Tysons, LLC Virginia, USA 100 % HOTR CAMPBELLTOWN PTY LTD Australia 80 % BGR Springfield Mall, LLC Virginia, USA 100 % HOTR GOLD COAST PTY LTD Australia 80 % Capitol Burger, LLC Maryland, USA 100 % HOTR PARRAMATTA PTY LTD Australia 80 % BT Burger Acquisition, LLC North Carolina, USA 100 % HOTR PENRITH PTY LTD Australia 80 % BTs Burgerjoint Biltmore, LLC North Carolina, USA 100 % HOTR TOWNSVILLE PTY LTD Australia 80 % BTs Burgerjoint Promenade, LLC North Carolina, USA 100 % BTs Burgerjoint Sun Valley, LLC North Carolina, USA 100 % European Hooters BTs Burgerjoint Rivergate LLC North Carolina, USA 100 % Chanticleer Holdings Limited Jersey 100 % LBB Acquisition, LLC North Carolina, USA 100 % West End Wings LTD United Kingdom 100 % Cuarto LLC Oregon, USA 100 % Crown Restaurants Kft. Hungary 80 % Segundo LLC Oregon, USA 100 % Noveno LLC Oregon, USA 100 % Inactive Entities Primero LLC Oregon, USA 100 % Hooters Brazil Brazil 100 % Septimo LLC Oregon, USA 100 % DineOut SA Ltd. England 89 % Quinto LLC Oregon, USA 100 % Avenel Financial Services, LLC Nevada, USA 100 % Octavo LLC Oregon, USA 100 % Avenel Ventures, LLC Nevada, USA 100 % Sexto LLC Oregon, USA 100 % Chanticleer Advisors, LLC Nevada, USA 100 % Chanticleer Investment Partners, LLC North Carolina, USA 100 % Just Fresh Dallas Spoon Beverage, LLC Texas, USA 100 % JF Franchising Systems, LLC North Carolina, USA 56 % Dallas Spoon, LLC Texas, USA 100 % JF Restaurants, LLC North Carolina, USA 56 % Hoot Campbelltown Pty Ltd Australia 60 % Chanticleer Holdings Australia Pty, Ltd. Australia 100 % Hoot Australia Pty Ltd Australia 60 % TMIX Management Australia Pty Ltd. Australia 60 % Hoot Parramatta Pty Ltd Australia 60 % Hoot Penrith Pty Ltd Australia 60 % Hoot Gold Coast Pty Ltd Australia 60 % Hoot Townsville Pty. Ltd Australia 60 % Hoot Surfers Paradise Pty. Ltd. Australia 60 % MVLE DARLING HARBOUR PTY LTD Australia 50 % MVLE GAMING PTY LTD Australia 100 % American Roadside Cross Hill, LLC North Carolina, USA 100 % All significant inter-company balances and transactions have been eliminated in consolidation. The Company operates on a calendar year-end. The accounts of two subsidiaries, Just Fresh and Hooters Nottingham (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 Companys reporting calendar year end and the Companys two subsidiaries year ends that materially affected the companys financial position, results of operations, or cash flows. NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS Net gain (loss) from discontinued operations was a gain of $0.1 million for the year ended December 31, 2015 as compared to a loss of $0.9 million in 2014. The Company discontinued the operations of its Spoon business in December 2014. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN As of December 31, 2015, our cash balance was $1.5 million and improved by $1.3 million as compared with December 31, 2014. The level of additional cash needed to fund operations and our ability to conduct business for the next twelve months will be influenced primarily by the following factors: ● the pace of growth in our restaurant businesses and related investments in opening new stores; ● the level of investment in acquisition of new restaurant businesses and entering new markets; ● our ability to manage our operating expenses and maintain gross margins as we grow: ● our ability to access the capital and debt markets including our ability to refinance or extend maturities of current obligations.; ● popularity of and demand for our fast casual dining concepts; and ● general economic conditions and changes in consumer discretionary income. We have typically funded our operating costs, acquisition activities, working capital investments and capital expenditures with proceeds from the issuances of our common stock and other financing arrangements, including convertible debt, lines of credit, notes payable and capital leases. Our operating plans for the next twelve months contemplate moderate organic growth, opening 6-10 new stores within our current markets and restaurant concepts. We have demonstrated the ability to raise capital to fund our growth initiatives, including but not limited to the following: ● During the first quarter of 2015, we completed a rights offering raising net proceeds of approximately $7.1 million and issued $2.2 million in convertible debt to fund the acquisition of BGR: The Burger Joint and for general corporate purposes. ● During the second quarter of 2015, we completed an equity transaction raising net proceeds of approximately $1.9 million to complete the acquisition of BTs Burger Joints and for general corporate purposes. ● During the third quarter of 2015, we completed a rights offering raising net proceeds of approximately $6.0 million to fund the acquisition of Little Big Burger, investments in Australia and general corporate purposes. ● In early 2016, we entered into a letter of intent directly with a US investor to fund the opening of up to 10 Little Big Burger restaurants in the Seattle, Washington area. We are actively pursuing sites and anticipate opening our first store under that arrangement by the end of 2016. As we execute our growth plans throughout 2016, we intend to carefully monitor the impact of growth on our working capital needs and cash balances relative to the availability of cost-effective debt and equity financing. We have a demonstrated track record of being able to raise capital and close deals over the past 18 months. We have several non-equity capital financing transactions currently in process, which we expect to further improve the Companys financial position however, until such transactions are fully executed, we cannot provide assurance as to the certainly of completion or the precise amounts, if any, that will be received by the Company. In the event that such capital is not available, we may then have to scale back or freeze our organic growth plans, reduce general and administrative expenses, and/or curtail future acquisition plans to manage our liquidity and capital resources. We may also not be able refinance or otherwise extend or repay our current obligations. In addition, our business is subject to additional risks and uncertainties, including, but not limited to, those described in Item 1A. Risk Factors. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include the valuation of the investments in portfolio companies, deferred tax asset valuation allowances, valuing options and warrants using the Binomial Lattice and Black Scholes models, intangible asset valuations and useful lives, depreciation and uncollectible accounts and reserves. Actual results could differ from those estimates. REVENUE RECOGNITION Revenue is recognized when all of the following criteria have been satisfied: ● Persuasive evidence of an arrangement exists; ● Delivery has occurred or services have been rendered; ● The sellers price to the buyer is fixed or determinable; and ● Collectability is reasonably assured. Restaurant Net Sales and Food and Beverage Costs The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals, and complimentary meals and gift cards. Sales, value added tax (VAT) and goods and services tax (GST) collected from customers and remitted to governmental authorities are presented on a net basis within sales in our consolidated statements of operations. Restaurant cost of sales primarily includes the cost of food, beverages, and merchandise and disposable paper and plastic goods used in preparing and selling our menu items, and exclude depreciation and amortization. Vendor allowances received in connection with the purchase of a vendors products are recognized as a reduction of the related food and beverage costs as earned. Management Fee Income The Company receives revenue from management fees from certain non-affiliated companies, including from managing its investment in Hooters of America. Gaming Income The Company receives revenue from operating a gaming facility adjacent to its Hooters restaurant in Jantzen Beach, Oregon. The Company also previously received gaming revenue from gaming machines located in Sydney, Australia. Revenue from gaming is recognized as earned from gaming activities, net of taxes and other government fees. Franchise Income The Company accounts for initial franchisee fees in accordance with FASB ASC 952, Franchisors. The Company grants franchises to operators in exchange for initial franchise license fees and continuing royalty payments. Franchise license fees are deferred when received and recognized as revenue when the Company has performed substantially all initial services required by the franchise or license agreement, which is generally upon the opening of a store. Continuing fees, which are based upon a percentage of franchisee revenues, are recognized on the accrual basis as those sales occur. Business combinations For business combinations, the assets acquired, the liabilities assumed, and any non-controlling interest 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 acquiree, that excess would be recognized in earnings as a gain attributable to the Company. Long-lived Assets The Company accounts for long-lived assets in accordance with Accounting Standards Codification (ASC) 360, Accounting for the Impairment or Disposal of Long-Lived Assets (ASC 360), which requires that long-lived assets be evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to; ● significant under-performance relative to expected and/or historical results (negative comparable sales growth or operating cash flows for two consecutive years); ● significant negative industry or economic trends; ● knowledge of transactions involving the sale of similar property at amounts below the companys carrying value; or ● the companys expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as held for sale. Long-lived assets are grouped for recognition and measurement of impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. The impairment test for long-lived assets requires us to assess the recoverability of our long-lived assets by comparing their net carrying value to the sum of undiscounted estimated future cash flows directly associated with and arising from the companys use and eventual disposition of the assets. If the net carrying value of a group of long-lived assets exceeds the sum of related undiscounted estimated future cash flows, the Company would be required to record an impairment charge equal to the excess, if any, of net carrying value over fair value. When assessing the recoverability of our long-lived assets, which include property and equipment and finite-lived intangible assets, the company makes assumptions regarding estimated future cash flows and other factors. Some of these assumptions involve a high degree of judgment and also bear a significant impact on the assessment conclusions. Included among these assumptions are estimating undiscounted future cash flows, including the projection of comparable sales, operating expenses, capital requirements for maintaining property and equipment and residual value of asset groups. The Company formulates estimates from historical experience and assumptions of future performance, based on business plans and forecasts, recent economic and business trends, and competitive conditions. In the event that our estimates or related assumptions change in the future, the company may be required to record an impairment charge. The Company evaluates the remaining useful lives of long-lived assets and identifiable intangible assets whenever events or circumstances indicate that a revision to the remaining period of amortization is warranted. Such events or circumstances may include (but are not limited to): the effects of obsolescence, demand, competition, and/or other economic factors including the stability of the industry in which the Company operates, known technological advances, legislative actions, or changes in the regulatory environment. If the estimated remaining useful lives change, the remaining carrying amount of the long-lived assets and identifiable intangible assets would be amortized prospectively over that revised remaining useful life. RESTAURANT PRE-OPENING and closing EXPENSES Restaurant pre-opening and closing expenses are non-capital expenditures, and are expensed as incurred. Restaurant pre-opening expenses consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stocking of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period. Restaurant closing expenses consists of the costs related to the closing of a restaurant location and include write-off of property and equipment, lease termination costs and other costs directly related to the closure. Pre-opening and closing expenses are expensed as incurred. LIQUOR LICENSES The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in other assets. Liquor licenses are reviewed for impairment annually or when events or changes in circumstances indicate that the carrying amount may not be recoverable. Annual liquor license renewal fees are expensed over the renewal term. ACCOUNTS AND OTHER RECEIVABLES The Company monitors its exposure for credit losses on its receivable balances and the credit worthiness of its receivables on an ongoing basis and records related allowances for doubtful accounts. Allowances are estimated based upon specific customer and other balances, where a risk of default has been identified, and also include a provision for non-customer specific defaults based upon historical experience. The majority of the Companys accounts are from customer credit card transactions with minimal historical credit risk. As of December 31, 2015 and 2014, the Company has not recorded an allowance for doubtful accounts. If circumstances related to specific customers change, estimates of the recoverability of receivables could also change. INVENTORIES Inventories are recorded at the lower of cost (first-in, first-out method) or market, and consist primarily of restaurant food items, supplies, beverages and merchandise. LEASES The Company leases certain property under operating leases. The Company also finances certain property using capital leases, with the asset and obligation recorded at an amount equal to the present value of the minimum lease payments during the lease term. Many of these lease agreements contain rent holidays, rent escalation clauses and/or contingent rent provisions. Rent expense is recognized on a straight-line basis over the expected lease term, including cancelable option periods when failure to exercise such options would result in an economic penalty. The Company also may receive tenant improvement allowances in connection with its leases, which are capitalized as leasehold improvements with a corresponding liability recorded in the deferred rent liability line in the consolidated balance sheet. The tenant improvement allowance liability is amortized on a straight-line basis over the lease term. The rent commencement date of the lease term is the earlier of the date when the Company becomes legally obligated for the rent payments or the date when the Company takes access to the property or the grounds for build out. Certain leases contain percentage rent provisions where additional rent may become due if the location exceeds certain sales thresholds. The Company recognizes expense related to percentage rent obligations at such time as it becomes probable that the percent rent threshold will be met. MARKETABLE EQUITY SECURITIES Available-for-sale securities The Companys investments in marketable equity securities, which are classified as available-for-sale, are carried at fair value. Investments available for current operations are classified in the consolidated balance sheets as current assets; investments held for long-term purposes are classified as non-current assets. Unrealized gains and losses, net of tax, are reported in other comprehensive income as a separate component of stockholders equity. Gains and losses are reported in the consolidated statements of operations when realized, determined based on the disposition of specifically identified investments, using a first-in, first-out method. Investments identified by the Company as being potentially impaired are subject to further analysis to determine if the impairment is other than temporary. Other than temporary declines in market value from original costs are charged to investment and other income, net, in the period in which the loss occurs. In determining whether investment holdings are other than temporarily impaired, the Company considers the nature, cause, severity and duration of the impairment. OTHER INVESTMENTS Investments in which the Company has the ability to exercise significant influence and that, in general, are at least 20 percent owned are stated at cost plus equity in undistributed net earnings (loss), less distributions received. The Company also has equity investments in which it owns less than 20%, which are stated at cost. An impairment loss would be recorded whenever a decline in the value of an equity investment or cost investment is below its carrying amount and is determined to be other than temporary. In judging other than temporary, the Company considers the length of time and extent to which the fair value of the investment has been less than the carrying amount of the investment, the near-term and long-term operating and financial prospects of the investee, and the Companys long-term intent of retaining the investment in the investee. FAIR VALUE MEASUREMENTS For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy: Level 1 Quoted prices for identical instruments in active markets. Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Significant inputs to the valuation model are unobservable. We maintain policies and procedures to value instruments using the best and most relevant data available. Our investment committee reviews and approves all investment valuations. Our available-for-sale equity securities are all valued using Level 1 inputs or Level 2 inputs. fair value of financial instruments The Company is required to disclose fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Companys cash, accounts receivable, other receivables, accounts payable, accrued expenses, other current liabilities, convertible notes payable and notes payable approximate their estimated fair value due to the short-term maturities of these financial instruments and because related interest rates offered to the Company approximate current rates. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization, which includes amortization of assets held under capital leases, are recorded generally using the straight-line method over the estimated useful lives of the respective assets or, if shorter, the term of the lease for certain assets held under a capital lease. Leasehold improvements are amortized over the lesser of the expected lease term, or the estimated useful lives of the related assets using the straight-line method. The estimated useful lives used to compute depreciation and amortization are as follow: Leasehold improvements 5-15 years Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at December 31, 2015 and 2014. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. Goodwill The Company reviews goodwill for impairment annually or more frequently if indicators of impairment exist. Goodwill is not subject to amortization and has been assigned to reporting units for purposes of impairment testing. The reporting units are our restaurant brands and/or geographic area. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Companys expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Companys consolidated financial statements. The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting units fair value to its carrying value. The Company estimates fair value using the best information available, including market information and discounted cash flow projections (also referred to as the income approach). The income approach uses a reporting units projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses managements best estimates of economic and market conditions over the projected period including growth rates in sales, costs and number of units, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The Company validates its estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow and sales multiples to the reporting units operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If the fair value of the reporting unit is higher than its carrying value, goodwill is deemed not to be impaired, and no further testing is required. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the implied fair value of reporting unit goodwill to the carrying value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, the Company would record an impairment loss for the difference. InTANGIBLE ASSETS Trade Name/Trademark The fair value of trade name/trademarks are estimated and compared to the carrying value. The Company estimates the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from its annual long-range plan; assumed royalty rates that could be payable if the Company did not own the trademarks; and a discount rate. Certain of the Companys trade name/trademarks have been determined to have a definite-lived life and are being amortized on a straight-line basis over estimated useful lives of 10 years. The amortization expense of these definite-lived intangibles is included in depreciation and amortization in the Companys consolidated statement of operations. Certain of the Companys trade name/trademarks have been classified as indefinite-lived intangible assets and are not amortized, but instead are reviewed for impairment at least annually or more frequently if indicators of impairment exist. Franchise Cost Intangible assets are recorded for the initial franchise fees for our Hooters restaurants. The Company amortizes these amounts over a 20-year period, which is the life of the franchise agreement. IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Company compares the estimated fair value determined by either the undiscounted future net cash flows or appraised value to the related assets carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value in the period in which the impairment becomes known. The Company recognized impairment charges during the years ended December 31, 2015 and December 31, 2014 related to the Companys Discontinued Operations (See Note 5 Discontinued Operations) and the Australia Administration ( See Note 19 Australia Administration Transactions and Asset Impairment). DERIVATIVE LIABILITIES In connection with the issuance of a secured convertible promissory note, the terms of the convertible note included an embedded conversion feature; which provided for the settlement of the convertible promissory note into shares of common stock at a rate, which was determined to be variable. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 Derivatives and Hedging. The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities in the statement of operations. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The fair value of an embedded conversion option that is convertible into a variable amount of shares are deemed to be a down-round protection and therefore, do not meet the scope exception for treatment as a derivative under ASC 815. Since, down-round protection is not an input into the calculation of the fair value of the conversion option and cannot be considered indexed to the Companys own stock which is a requirement for the scope exception as outlined under ASC 815. The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Model to be materially the same. The Companys outstanding warrants did not contain any down round protection. The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted. ACQUIRED ASSETS AND ASSUMED LIABILITIES Pursuant to ASC No. 805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the company retrospectively adjusts the provisional amounts recognized at the acquisition date by means of adjusting the amount recognized for goodwill. Income Taxes Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has provided a valuation allowance for the full amount of the deferred tax assets. As of December 31, 2015 and 2014 the Company had no accrued interest or penalties relating to any income tax obligations. The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception. The last three years of the Companys tax years are subject to federal and state tax examination. Stock-based Compensation The compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the financial statements. That cost is measured based on the estimated fair value of the equity or liability instruments issued. A wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans are included. The Companys financial statements would include an expense for all share-based compensation arrangements granted on or after January 1, 2006 and for any such arrangements that are modified, cancelled or repurchased after that date based on the grant-date estimated fair value. As of December 31, 2015 and 2014, there were no options outstanding. See Note 14 regarding outstanding warrants. 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 December 31, 2015 and 2014, which have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. December 31, 2015 December 31, 2014 Warrants 9,506,304 8,715,804 Convertible notes payable 3,757,188 2,626,900 Convertible interest 123,526 42,306 Total 13,387,018 11,385,010 ADVERTISING Advertising costs are expensed as incurred. Advertising expenses which are included in restaurant operating expenses in the accompanying consolidated statement of operations, totaled $0.7 million and $0.4 million for the years ended December 31, 2015 and 2014, respectively. Advertising expense primarily includes local advertising. AMORTIZATION OF DEBT DISCOUNT The Company has issued various debt with warrants and conversion features for which total proceeds were allocated to individual instruments based on the relative fair value of the each instrument at the time of issuance. The value of the debt was recorded as discount on debt and amortized over the term of the respective debt. For the year ended December 31, 2015 and 2014 amortization of debt discount was $2.4 million and $1.4 million, respectively. FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in local currency are translated to U.S. dollars using the exchange rates as in effect at the balance sheet date. Results of operations are translated using average exchange rates prevailing throughout the period. Adjustments resulting from the process of translating foreign currency financial statements from functional currency into U.S. dollars are included in accumulated other comprehensive loss within stockholders equity. Foreign currency transaction gains and losses are included in current earnings. The Company has determined that local currency is the functional currency for each of its foreign operations. Foreign currency transaction gains and losses are included in current earnings. Comprehensive Income (LOSS) Standards for reporting and displaying comprehensive income (loss) and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements requires that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. We are required to (a) classify items of other comprehensive income (loss) by their nature in financial statements, and (b) display the accumulated balance of other comprehensive income (loss) separately in the equity section of the balance sheet for all periods presented. Other comprehensive income (loss) items include foreign currency translation adjustments, and the unrealized gains and losses on our marketable securities classified as held for sale. concentration of credit risk The Company maintains its cash with major financial institutions. Cash held in U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Australia, South Africa, Hungary or United Kingdom bank accounts. There were approximately $0.4 million and $0.1 million aggregate uninsured cash balances at December 31, 2015 and 2014, respectively. RECLASSIFICATIONS Certain reclassifications have been made in the financial statements at December 31, 2014 and for the period then ended to conform to the December 31, 2015 presentation. The reclassifications had no effect on net loss. RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02 Leases, which supersedes ASC 840 Leases and creates a new topic, ASC 842 Leases. This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier adoption permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect of this update on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes which requires that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. Prior to the issuance of the standard, deferred tax liabilities and assets were required to be separately classified into a current amount and a noncurrent amount in the balance sheet. The new accounting guidance represents a change in accounting principle and the standard is required to be adopted in annual periods beginning after December 15, 2016. The application of this guidance affects classification only, and is not expected to have a material effect on the Companys consolidated financial position or results of operations. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires entities to measure inventory at the lower of cost and net realizable value (NRV). ASU 2015-11 defines NRV as the estimated selling price in the ordinary course of business, le |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. ACQUISITIONS The Companys acquisitions were accounted for using the purchase method of accounting in accordance with ASC 805 Business Combinations 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. In connection with the acquisition of the restaurants, the Company analyzed each acquisition to determine the purchase price allocation in consideration of all identifiable intangibles. Based on our evaluation, there were no marketing related assets, customer related intangibles or contract based arrangements for which the purchase price would be required to be allocated. For marketing related assets, the Company did not acquire any trademarks or trade names (for Hooters acquisitions) or enter into any non-compete agreements. The Company is however required to pay royalties based on future sales. For acquisitions other than Hooters restaurants, the value of any trademark/tradename, was calculated using a relief of royalty method considering future franchise opportunities, and the value was determined to be de minimus. With respect to customer related intangibles, the Company did not acquire any customer lists or enter into any customer contractual arrangements nor did the Company enter into any licensing or royalty arrangements requiring a further allocation of the purchase price. The premium paid for the businesses represents the economic value that is not captured by other assets such as the reputation of the businesses, the value of its human capital, its future growth potential and its professional management. The acquisition of these businesses will help the Company expand its domestic operations and presence. During the years ended December 31, 2015 and 2014, the Company acquired several businesses to complement and expand its Hooters full service and its Better Burger fast casual restaurant businesses. In connection with these acquisitions, the Company acquired strategic opportunities to expand its scale and presence in the geographic markets where it operates, to expand into new markets, and to strengthen the Companys full service and fast casual restaurant businesses. 2015 Acquisitions During the year ended December 31, 2015, the Company acquired three businesses to complement and expand its current operations in the Better Burger fast casual restaurant category. In connection with these acquisitions, the Company acquired strategic opportunities to expand its scale and presence in the Better Burger category. Acquisition of BGR: The Burger Joint The Company completed the acquisition of BGR: The Burger Joint effective March 15, 2015. The Company allocated the purchase price as of the date of acquisition based on appraisals and estimated the fair value of the acquired assets and assumed liabilities. In consideration of the purchased assets, the Company paid a purchase price consisting of $4,000,000 in cash, 500,000 shares of the Companys common stock valued at $1.0 million, and a contractual working capital adjustment of $276,429. The fair value of the shares was the closing stock market price on, the date the deal acquisition was consummated. No warrants were issued in connection with the acquisition. Acquisition of BTs Burger Joint On July 1, 2015, the Company completed the acquisition with BTs Burgerjoint Management, LLC, a limited liability company organized under the laws of North Carolina (BTs), including the ownership interests of four operating restaurant subsidiaries engaged in the fast casual hamburger restaurant business under the name BTs Burger Joint. In consideration of the purchased assets, the Company paid a purchase price consisting of $1.4 million in cash and 424,080 shares of the Companys common stock valued at $1.0 million. The fair value of the shares was the closing stock market price on, the date the deal acquisition was consummated. No warrants were issued in connection with the acquisition. Acquisition of Little Big Burger On September 30, 2015, the Company completed the acquisition of various entities operating eight Little Big Burger restaurants in Oregon. In consideration of the purchased assets, the Company paid a purchase price consisting of $3,600,000 in cash and 1,874,063 shares of the Companys common stock valued at $2.1 million. The fair value of the shares was the closing stock market price on, the date the deal acquisition was consummated. No warrants were issued in connection with the acquisition. 2014 Acquisitions Tacoma Wings, Jantzen Beach Wings and Oregon Owls 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 Owls Nest, LLC, which owned and operated the Hooters restaurant locations in Tacoma, Washington and Portland, Oregon, respectively. These entities were purchased for a total purchase price of 680,272 Company units, with each unit consisting of one share of the Companys common stock and one five-year warrant to purchase a share of the Companys 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 Companys 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 Companys common stock and one five-year warrant to purchase a share of the Companys 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 Companys common stock issued and underlying the warrants, and all leaseholds and other rights were transferred to the Company. (See Note 5 Discontinued Operations) For the acquisitions of Hooters Pacific NW and Spoon, the fair value of the shares was the closing stock market price on January 31, 2014, the date the deal acquisition was consummated. The fair value of the warrants issued was determined using the Black-Scholes model. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected stock price volatility for the Companys warrants was determined by the historical volatilities for industry peers and used an average of those volatilities. The risk free interest rate was obtained from U.S. Treasury rates for the applicable periods. The contractual terms of the agreement does not provide for and the Company does not expect to declare dividends in the near future. The assumptions were as follows: Acquisitions of Hooters Pacific NW and Spoon: Assumptions: Risk-free interest rate 0.79 % Expected life 5 years Expected volatility 89.1 % Dividends 0 % Campbelltown, Penrith, Parramatta, Surfers Paradise, and Townsville (Hooters Australia) On April 1, 2014, the Company completed the step acquisition of Hooters Australia, increasing the Companys ownership percentage from 49% to 60% in the Cambelltown, Surfers Paradise and Townsville Australia entities.. On July 1, 2014, the Company acquired 60% of the two other Hooters restaurants in Australia, in Penrith and Parramatta, as well as a 60% interest in the related Australian management company. These entities owned, operated and managed Australian Hooters restaurants and gaming operations. The purchase price was the assumption of $5 million in debt and the issuance of 250,000 five-year warrants at an exercise price to be determined at the next public offering or the end of twelve calendar months. The warrant prices were determined and set at $1.71 per share during 2015, at which time the value of the warrants was reclassified from derivative liabilities to stockholders equity as the conditions previously giving rise to liability treatment were eliminated at the time the strike price became fixed and determinable.. Also as part of the transaction, the Company receive the rights to 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. (See Note 19 Australia Administration Transactions and Asset Impairment) The fair value of the warrants issued was determined using the Black-Scholes model. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected stock price volatility for the Companys warrants was determined by the historical volatilities for industry peers and used an average of those volatilities. The risk free interest rate was obtained from U.S. Treasury rates for the applicable periods. The contractual terms of the agreement does not provide for and the Company does not expect to declare dividends in the near future. The assumptions were as follows: Acquisitions of Hooters Australia: Assumptions: Risk-free interest rate 1.62 % Expected life 5 years Expected volatility 109.1 % Dividends 0 % The Burger Company On September 9, 2014, the Company purchased 100% of the net assets of The Burger Company located in Charlotte, North Carolina, a similar concept to our ABC restaurants, for a purchase price of $550,000, which consisted of $250,000 in cash and $300,000 in the Companys common stock. In connection with each of the acquisitions described above, the Company determined the purchase price allocation in consideration of all identifiable intangibles. Based on our evaluation, there were no marketing related assets, customer related intangibles or contract based arrangements for which the purchase price would be required to be allocated. The value of acquired trademark/tradename was calculated using a relief of royalty method considering future franchise opportunities. With respect to customer related intangibles, the Company did not acquire any customer lists or enter into any customer contractual arrangements nor did the Company enter into any licensing or royalty arrangements requiring a further allocation of the purchase price. The premium paid for the businesses represents the economic value that is not captured by other assets such as the reputation of the businesses, the value of its human capital, its future growth potential and its professional management. The acquisition of these businesses will help the Company expand its domestic operations and presence in the Better Burger categoryof the Fast Casual dining market. Summary of 2014 and 2015 Acquisitions The acquisitions were accounted for using the purchase method of accounting in accordance with ASC 805 Business Combinations 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: 2015 Acquisitions BGR: The Burger Joint BTs Burger Joint Little Big Burger Total Consideration paid: Common stock $ 1,000,000 $ 1,000,848 $ 2,061,469 $ 4,062,317 Cash 4,276,429 1,400,000 3,600,000 9,276,429 Total consideration paid $ 5,276,429 $ 2,400,848 $ 5,661,469 $ 13,338,746 Cash acquired 11,000 8,000 234,638 253,638 Property and equipment 2,164,023 1,511,270 1,711,990 5,387,283 Goodwill 663,037 978,350 2,938,279 4,579,666 Trademark/trade name/franchise fee 2,750,000 - 1,550,000 4,300,000 Inventory, deposits and other assets 296,104 103,451 73,780 473,334 Amounts held in escrow to satisfy acquired liabilities - - 675,000 675,000 Total assets acquired, less cash 5,884,164 2,601,071 7,183,686 15,668,921 Liabilities assumed (607,735 ) (200,223 ) (949,857 ) (1,757,815 ) Deferred tax liabilities - - (572,360 ) (572,360 ) Total consideration paid $ 5,276,429 $ 2,400,848 $ 5,661,469 $ 13,338,746 2014 Acquisitions Hooters Hooters Australia The Pacific NW Spoon April 1, 2014 July 1, 2014 Burger Co. Total Consideration paid: Common stock $ 2,891,156 $ 828,750 $ - $ - $ 300,000 $ 4,019,906 Warrants 978,000 280,400 - 123,333 - 1,381,733 Assumption of debt - - - 5,000,000 - 5,000,000 Cash - - 100,000 - 250,000 350,000 Total consideration paid 3,869,156 1,109,150 100,000 5,123,333 550,000 10,751,639 Cash acquired $ 2,274 $ 21,636 $ 3,617 $ - $ - $ 27,527 Current assets, excluding cash 112,078 89,817 377,296 47,777 9,926 636,894 Property and equipment 2,731,031 391,462 2,934,307 1,603,557 284,795 7,945,152 Goodwill 1,951,909 698,583 - 8,487,138 256,379 11,394,009 Trademark/trade name/franchise fee 60,937 - 277,867 220,500 - 559,304 Deposits and other assets 20,275 5,193 90,371 20,186 - 136,025 Total assets acquired, less cash 4,878,504 1,206,691 3,683,458 10,379,158 551,100 20,698,911 Liabilities assumed (1,009,348 ) (97,541 ) (1,560,710 ) (1,496,536 ) (1,100 ) (4,165,235 ) Non-controlling interest - - (993,999 ) (3,759,289 ) - (4,753,288 ) Chanticleer equity - - (1,028,749 ) - - (1,028,749 ) Total consideration paid $ 3,869,156 $ 1,109,150 $ 100,000 $ 5,123,333 $ 550,000 $ 10,751,639 Unaudited pro forma results of operations for the years ended December 31, 2015 and 2014 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. Years Ended December 31, 2015 2014 Total revenues $ 51,194,287 $ 53,738,800 Loss from continuing operations (16,039,046 ) (5,147,010 ) Gain (loss) frorm discontinued operations 53,350 (920,960 ) Loss attributable to non-controlling interest 2,319,117 263,307 Net loss $ (13,666,579 ) $ (5,804,663 ) Net loss per share, basic and diluted $ (0.96 ) $ (0.92 ) Weighted average shares outstanding, basic and diluted 14,245,437 6,332,843 The following table includes information from the Companys 2015 acquisitions, the results of which are included in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2015: 2015 Acquisitions BGR: The Burger Joint BTs Burger Joint Little Big Burger Total Revenues $ 7,028,700 $ 1,845,400 $ 1,346,400 $ 10,220,500 Cost of sales 2,254,100 550,600 483,100 3,287,800 Other expenses 4,994,400 1,136,600 648,700 6,779,700 Operating income (loss) $ (219,800 ) $ 158,200 $ 214,600 $ 153,000 The following table includes information from the Companys 2014 acquisitions, the results of which are included in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2014: 2014 Acquisitions Hooters Pacific NW Spoon Hooters Australia The Burger Co. Total Revenues $ 4,382,492 $ 1,207,688 $ 5,613,381 $ 81,539 $ 11,285,100 Cost of sales 1,239,726 529,974 1,564,198 33,305 3,367,203 Other expenses 3,340,963 915,661 4,330,224 30,847 8,617,695 Operating income (loss) $ (198,197 ) $ (237,947 ) $ (281,041 ) $ 17,387 $ (699,798 ) Income from operations of unconsolidated affiliates On April 1, 2014, the Company increased its ownership in the Australian Hooters entities, Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd., from 49% to 60%. On July 1, 2014, we purchased 60% of Hoot Parramatta Pty Ltd, Hoot Australia Pty Ltd, Hoot Penrith Pty Ltd, and TMIX Management Australia Pty Ltd. Prior to April 1, 2014, the Company accounted for its 49% ownership using 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 Loss. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | 4. INVESTMENTS Investments at fair value consist of the following at December 31, 2015 and 2014. Unrecognized Realized Gain Holding Fair Holding on Cost Gains (Losses) Value Loss Sale December 31, 2015 Appalachian Mountain Brewery $ 1,500 $ 16,046 $ 17,546 $ - $ - KSIX Media Holdings, Inc. 261,831 (248,055 ) 13,776 - - $ 263,331 $ (232,009 ) $ 31,322 $ - $ - December 31, 2014 Appalachian Mountain Brewery $ 1,500 $ 23,300 $ 24,800 $ - $ 46,292 KSIX Media Holdings, Inc. 261,831 (251,269 ) 10,562 - - $ 263,331 $ (227,969 ) $ 35,362 $ - $ 46,292 2015 2014 Available-for-sale investments at fair value $ 31,322 $ 35,362 Total $ 31,322 $ 35,362 Available-for-sale securities Activity in our available-for-sale securities may be summarized as follows: 2015 2014 Cost $ 263,331 $ 263,331 Unrealized loss (232,009 ) (227,969 ) Total $ 31,322 $ 35,362 Our available-for-sale securities consist of the following: Appalachian Mountain Brewery (AMB), formerly North Carolina Natural Energy, Inc. (NCNE) We recognized a realized gain of $46,492 in 2014 in connection with the sale of a portion of our investment in Appalachian Mountain Brewery. KSIX Media Holdings, Inc. (KSIX), formerly North American Energy Resources, Inc. - During 2015, NAEY authorized and approved a reverse stock split of one for twenty-three (1:23) of the Corporations total issued and outstanding shares of common stock and subsequently entered into a merger agreement to acquire KSIX. Later in 2015, NAEY changed its name to KSIX and its shares are currently traded on the OTC market under the symbol KSIX. KSIX shares have traded on the OTC market at prices ranging from $0.05 to $0.75 per share over the past 52 weeks. At December 31, 2015 and 2014 shares of KSIX closed at $0.12 and $0.09 per share, respectively, and the Company recognized an unrealized loss of $248,055 as of December 31, 2015 and $251,269 as of December 31, 2014. Investments accounted for using the cost method Investments at cost consist of the following at December 31, 2015 and 2014: 2015 2014 Chanticleer Investors, LLC $ 800,000 $ 800,000 Beachers Madhouse - 500,000 Edison Nation LLC (FKA Bouncing Brain Productions) 250,000 250,000 $ 1,050,000 $ 1,550,000 A summary of the activity in investments accounted for using the cost method follows. 2015 2014 Investments at cost: Balance, beginning of year $ 1,550,000 $ 1,550,000 Impairment - - New investments - - Sales (500,000 ) - Total $ 1,050,000 $ 1,550,000 Chanticleer Investors LLC - Investors, LLC had a note receivable in the amount of $5,000,000 from HOA that was repaid at closing. Investors LLC then invested $3,550,000 in HOA LLC (approximately 3.1%) ($500,000 of which was the Companys share). One of the investors in Investors LLC that owned a $1,750,000 share is a direct investor in HOA LLC and will now carry its ownership in HOA LLC directly. In July 2012, the Company acquired an additional interest of $300,000, at cost, from one of the partners for cash, which increased our ownership to approximately 22% of Investors LLC as of December 31, 2013. In November 2015, the Company received a cash distribution totaling $543,130 on its 3% equity interest in HOA LLC, of which $324,054 is reflected in management fee income and $219,076 is reflected in other income in the accompanying Consolidated Statements of Operations. In August 2014, the Company received a cash distribution totaling $830,421 on its 3% equity interest in HOA LLC, of which $392,842 is reflected in management fee income and $437,579 is reflected in other income in the accompanying Consolidated Statements of Operations. Based on the current status of this investment, the Company does not consider the investment to be impaired. Beachers Madhouse EE Investors, LLC - 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 in 2015. Prior to April 1, 2014, the Company accounted for its 49% ownership using the equity method of accounting. Subsequent to April 1, 2014, the accounts of the Australia entities are consolidated in the Companys consolidated financial statements. Also on July 1, 2014, the Company acquired 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. (See Note 19 Australia Administration Transactions and Asset Impairment). Activity in investments accounted for using the equity method is summarized as follows: 2014 Balance, beginning of year $ 941,963 Equity in loss (40,694 ) New investments 100,000 Reclassification of investments (1,001,269 ) Balance, end of year $ - |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. DISCONTINUED OPERATIONS On December 31, 2014, management concluded it was in the best interest of the Company to exit the acquired Spoon restaurant in Dallas, Texas. The Company executed an agreement to sell the assets of Spoon Bar & Kitchen back to the original owner. In connection with this transaction, the Company reacquired 185,000 Stock Units that had been issued at acquisition in exchange for the asset transferred pursuant to the Asset Purchase Agreement. The stock was valued at $446,050 and the net assets were valued at $1,109,062, resulting in a loss of $683,012. The results of operations and related non-recurring costs associated with Spoon have been presented as discontinued operations. Additionally, the assets and liabilities of the discontinued operations have been segregated in the accompanying consolidated balance sheets. The operating results from the discontinued operations for the years ended December 31, 2015 and 2014 consisted of the following: 2015 2014 Total revenue $ - $ 1,207,688 Total operating income (expenses) 53,350 (1,445,636 ) Non-cash charge on disposal of Spoon - (683,012 ) Net gain (loss) from discontinued operations $ 53,350 $ (920,960 ) As of December 31, 2015 and 2014, liabilities from discontinued operations totaled $124,043 and $177,393, respectively. The Company is continuing to monitor vendor and other claims related to resolution of the discontinued operations. The Company did not retain any assets or ongoing operating activities related to the discontinued operation. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT Property and equipment consists of the following at December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Leasehold improvements $ 11,988,993 $ 9,940,517 Restaurant furniture and equipment 10,622,806 7,827,925 Construction in progress - 727,934 Office and computer equipment 10,643 51,746 Land and buildings 708,020 437,223 Office furniture and fixtures 104,450 60,302 23,434,912 19,045,647 Accumulated depreciation and amortization (6,793,680 ) (5,730,238 ) $ 16,641,232 $ 13,315,409 Restaurant furnishings and equipment includes assets under capital leases from our South African restaurants $196,100 and $179,320, net book value of $53,497 and $59,261 as of December 31, 2015 and December 31, 2014, respectively. Depreciation and amortization expense $53,424 and $74,204 for capital lease assets for the year ended December 31, 2015 and 2014, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. INTANGIBLE ASSETS, NET GOODWILL Goodwill is summarized by location as follows: December 31, 2015 December 31, 2014 American Burger Company $ 2,806,990 $ 2,806,990 BGR: The Burger Joint 663,037 - Little Big Burger 2,938,279 - BTs Burger Joint 978,350 - Just Fresh 425,151 425,151 Hooters South Africa 206,503 273,737 Hooters Australia - 7,291,329 West End Wings UK 2,733,001 2,868,192 Hooters Pacific NW 1,950,828 1,951,909 Total $ 12,702,139 $ 15,617,308 The changes in the carrying amount of goodwill are summarized as follows: Years Ended December 31, 2015 December 31, 2014 Beginning Balance $ 15,617,308 $ 6,496,756 Acquisitions 4,579,666 11,394,009 Divestures - (698,583 ) Impairment (6,803,537 ) - Adjustments (1,081 ) (169,000 ) Foreign currency translation (loss) gain (690,217 ) (1,405,874 ) Ending Balance $ 12,702,139 $ 15,617,308 An evaluation was completed effective December 31, 2015 at which time the Company determined that no impairment (other than impairment related to the Australia operations which was reflected as of September 30, 2015 and discussed further in Note 19. Australia Administration Transactions And Asset Impairment) was necessary for any of the Companys goodwill balances. OTHER INTANGIBLE ASSETS Franchise and trademark/tradename intangible assets consist of the following at December 31, 2015 and December 31, 2014. Intangible assets Estimated Useful Life December 31, 2015 December 31, 2014 Trademark, Tradenames: Just Fresh 10 years $ 1,010,000 $ 1,010,000 American Roadside Burger 10 years 1,786,930 1,783,954 BGR: The Burger Joint Indefinite 1,430,000 - Little Big Burger Indefinite 1,550,000 - 5,776,930 2,793,954 Franchise fees: South Africa 20 years 286,732 290,986 Europe 20 years 57,566 106,506 Australia 20 years 353,775 383,529 Hooters Pacific NW 20 years 90,000 90,000 BGR: The Burger Joint Indefinite 1,320,000 - Chanticleer Holdings * 20 years 135,000 135,000 2,243,073 1,006,021 Total Intangibles at cost 8,020,003 3,799,975 Accumulated amortization (737,928 ) (403,472 ) Intangible assets, net $ 7,282,074 $ 3,396,503 * Amortization of the Chanticleer Holdings franchise cost (related to Brazil franchise rights) will begin with the opening of a restaurant pursuant to that franchise right. Amortization for franchise costs and trade name/trademarks are as follows: Franchise fees Trademark / Tradenames Total December 31, 2016 $ 61,590 $ 279,693 $ 341,283 2017 61,590 279,693 341,283 2018 61,590 279,693 341,283 2019 61,590 279,693 341,283 2020 61,590 279,693 341,283 Thereafter 307,195 968,464 1,275,659 Total $ 615,145 $ 2,366,929 $ 2,982,074 |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Notes Payable | 8. LONG-TERM DEBT AND NOTES PAYABLE Long-term debt and notes payable are summarized as follows. December 31, 2015 December 31, 2014 Note Payable, due January 2017, net of discount of $171,868 and $343,733, respectively (a) $ 4,828,132 $ 4,656,267 Note Payable, due June 2019 (b) - 500,000 Note Payable, due January 2017 (c) 942,918 - Note Payable, due October 2018 (d) 132,596 176,731 Mortgage Note, South Africa, due July 2024 (e) 208,131 294,362 Bank overdraft facilities, South Africa, annual renewal (f) 180,377 151,868 Equipment financing arrangements, South Africa (g) 189,489 343,702 Bank line of Credit, expired in 2015 (h) - 500,000 Loans, paid in full in 2015 (i) - 200,000 Total long-term debt $ 6,481,643 $ 6,822,930 Current portion of long-term debt 5,383,002 1,813,647 Long-term debt, less current portion $ 1,098,641 $ 5,009,283 (a) On July 1, 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) in exchange for the assumption of a five million dollar ($5,000,000) note bearing interest at 12% annually and issuing two hundred fifty thousand (250,000) warrants to purchase shares of our common stock. (b) During February 2014, the Company entered into a $500,000 note with Paragon Commercial Bank (Paragon) due June 10, 2019. The note bears interest at a 5.0% annual rate, with principal and interest payable monthly. This note was paid in full in 2015 using proceeds from a new note with Paragon (refer to item (c) below). (c) and (h) On April 11, 2013, the Company and entered into a credit agreement with Paragon which provided for a $500,000 revolving credit facility. The original credit agreement (h) expired on May 10, 2015 and was subsequently converted to a new$1 million term note (c) payable in monthly installments of $8,500 with a $399,078 balloon payment due at maturity, bearing interest at 5.0%; collateralized by substantially all of the Companys assets and guaranteed by an officer of the Company. (d) Note with Paragon, due on October 10, 2018, bearing interest at a 5% annual rate, with principal and interest monthly payments of $11,532. Borrowings under the Note Payable are secured by a lien on all of the Companys assets. Obligations under the Credit Agreement are guaranteed by an officer of the Company. (e) 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 commenced 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. (f) The Companys South African subsidiary has local bank financing in the form of term and overdraft facilities, which are payable on demand and renew annually. (g) The Companys South African subsidiary has three local equipment financing arrangements in the form of term loans. These arrangements call for 1) monthly payments of 45 thousand Rand, including interest at South African Prime +1.0%, maturing on June 14, 2016, 2) monthly payments of 44 thousand Rand, including interest South African Prime +3.0%, maturing on November 15, 2019 and 3) monthly payments of 34 thousand Rand, including interest at South African Prime + 3.0% maturing on December 1, 2018. (i) On December 23, 2013, the Company entered into a loan agreement with an outside company for $150,000. During 2014, made payments totaling $50,000 and repaid the loan in full during 2015. On June 20, 2014, the Company entered into a loan agreement with an outside company for $100,000. During 2015, the Company issued 100,000 shares of its common stock to repay the loan, accrued interest and penalties in full. The Company recognized a loss on extinguishment of debt of $45,000 representing the difference between the fair value of the shares issued and the carrying value of the outstanding debt and accrued interest. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | 9. cONVERTIBLE NOTEs PAYABLE December 31, 2015 December 31, 2014 6% Convertible notes payable issued in August 2013 (a) $ 3,000,000 $ 3,000,000 Discounts on above convertible note (583,341 ) (1,583,333 ) 15% Convertible notes payable issued in March 2014 (b) - 500,000 Discounts on above convertible note - (63,730 ) 8% Convertible notes payable issued in Nov/Dec 2014 (c) 100,000 350,000 Discounts on above convertible note - (289,254 ) 8% Convertible notes payable issued in January 2015 (d) 150,000 - Discounts on above convertible note (93,231 ) - 8% Convertible notes payable issued in January 2015 (e) 475,000 - Discounts on above convertible note (238,152 ) - 2,810,276 1,913,683 Current portion of convertible notes payable (2,810,276 ) (436,270 ) Convertible notes payable, less current portion $ - $ 1,477,413 (a) 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 and is collateralized by the assets of the Hooters Nottingham restaurant. The funding from the private offering was used exclusively for the acquisition of the Nottingham, England Hooters restaurant location. The Notes have the following principal terms: ● the principal amount of the Note shall be repaid within 36 months of the issuance date at a non-compounded 6% interest rate per annum; ● the Note holders shall receive 10%, pro rata, of the net profit of the Nottingham, England Hooters 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; ● the 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; ● the 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 Companys common stock at an exercise price of $3.00 per share through August 2, 2016. The fair value of the embedded conversion feature and the warrants was $2,265,600 and $884,600, respectively, for an aggregate total of $3,150,200, which exceeded the face value of the note. Consequently, upon issuance of the Note, a debt discount of $3,000,000 was recorded and $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 is being 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 condensed consolidated statements of operations and comprehensive loss. The conversion price of the note is the 90% average price for the last 10 days of trading activity. As of the inception date of the note the shares issuable under the terms of the note were 804,764 shares or an effective conversion price of approximately $3.73 per share. The fair value of the shares as of August 2, 2013 using the Black-Scholes option pricing model was approximately $2.82 per share. The expected stock price volatility for the Companys 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. (b) 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 accrued monthly interest of 1.25% until the date the note was converted. 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 notes original issuance date. In January 2015, the holder converted the $500,000 of principal plus accrued interest into 373,333 shares of the Companys common stock. In connection with the conversion, the Company recognized a loss on extinguishment of convertible debt, related accrued interest, penalties and derivative liabilities totaling $36,374. (c) During November and December 2014, the Company entered into agreements whereby the Company issued 3-year convertible notes in the amounts of $250,000 and $100,000, respectively. The notes accrue annualized interest of 8% until the date the notes are converted. The note is convertible into the Companys common stock (at 85% of lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the last complete Trading Day prior to the Conversion Date. The Company also issued 5 year warrants of 62,500 and 25,000, respectively, with an exercise price of $2.50 per share. In March 2015, the debt holder converted $250,000 principal plus accrued interest into 168,713 shares of the Companys common stock. In connection with the conversion, the Company recognized a loss on extinguishment of convertible debt, related accrued interest, penalties and derivative liabilities totaling $88,724. (d) In January 2015, the Company issued a convertible promissory note for a total of $150,000. The note accrues interest at 8% per annum until the date the notes are converted. The notes are convertible into the Companys common stock at 85% of the average of the lowest three closing trading prices over ten days prior the conversion date. The conversion price is subject to a floor of $1.00 per share and a ceiling of $2.00. If not converted, the note matures three years from the issuance date. The Company also issued warrants to purchase 37,500 shares of common stock, exercisable at $2.50 per share for a period of up to 5 years from the notes original issuance date. The fair value of the embedded conversion feature and the warrants is $108,600 and $30,314, respectively. The resulting debt discount is being 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 condensed consolidated statements of operations and comprehensive loss. The embedded conversion feature is accounted for as a derivative liability in the accompanying condensed consolidated balance sheet, with its carrying value marked to market at each balance sheet date. (e) In January 2015, the Company issued convertible promissory notes for $1,000,000. The notes accrue interest at 8% per annum until the date the notes are converted. The notes are convertible into the Companys common stock at 85% of the average of the lowest three closing trading prices over ten days prior the conversion date. The conversion price is subject to a floor of $1.00 per share and a ceiling of $2.00. If not converted, the notes mature three years from the issuance date. The holder could demand payment in full after one year from the issuance date. The Company also issued warrants to purchase 250,000 shares of common stock, exercisable at $2.50 per share for a period of up to 5 years from the notes original issuance date. The fair value of the embedded conversion feature and the warrants is $670,300 and $202,358, respectively. The resulting debt discount is being 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 condensed consolidated statements of operations and comprehensive loss. The embedded conversion feature is accounted for as a derivative liability in the accompanying condensed consolidated balance sheet, with its carrying value marked to market at each balance sheet date. $525,000 of the $1,000,000 note has been converted into common stock during 2015. In connection with the conversions, the Company recognized a loss on extinguishment of convertible debt, related accrued interest, penalties and derivative liabilities totaling $145,833 during 2015. In addition, in March 2015, the Company issued a convertible promissory note for $1,000,000, which was subsequently converted to common stock in June 2015. The note accrued interest at 9% per annum until the date the note was converted. The note was convertible into the Companys common stock at $2.00 per share. If not converted, the note matured two years from the issuance date. The Company also issued warrants to purchase 320,000 shares of common stock, exercisable at $2.50 per share for a period of up to 5 years from the notes original issuance date. The fair value of the embedded conversion feature and the warrants on the date of issuance was $455,008 and $315,008, respectively. The resulting debt discount was being 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 condensed consolidated statements of operations and comprehensive loss. The embedded conversion feature is accounted for as a component of additional paid-in capital in the accompanying condensed consolidated balance sheet. During June 2015, this $1,000,000 million note was converted into 500,000 shares of common stock at the $2.00 per share contractual conversion price. On the date of conversion, $643,371 of unamortized debt discount was accelerated and recognized as interest expense in the accompanying condensed consolidated statement of operations and comprehensive loss. The Company accounted for the issuance of the convertible promissory notes and the warrants attached to the notes in accordance with ASC 815 Derivatives and Hedging. Accordingly, the warrants and the embedded conversion option of certain 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 debt discount is charged back to interest expense ratably over the term of the convertible note. The convertible notes were classified as current liabilities on the accompanying consolidated Balance Sheet as of December 31, 2015 due to certain technical defaults pursuant to the Convertible note agreements. The fair value of the embedded conversion feature and the warrants were estimated using the Black-Scholes option-pricing model. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected stock price volatility was determined by the historical volatilities for industry peers and used an average of those volatilities. The risk free interest rate was obtained from U.S. Treasury rates for the applicable periods. The contractual terms of the agreement does not provide for and the Company does not expect to declare dividends in the near future. Key assumptions used to apply this pricing model as of the date of issuance, December 31, 2014 and December 31, 2015 are presented in the table below: 6% Note Issued on 15% Note Issued on 8% Note Issued on 8% Note Issued on 8% Notes Issued on 8% Notes Issued on August 2, 2013 March 19, 2014 November 19, 2014 December 16, 2014 January 5, 2015 January 5, 2015 Common stock closing price $ 4.15 $ 3.87 $ 1.70 $ 1.53 $ 1.75 $ 1.75 Conversion per share price $ 3.73 $ 3.29 $ 1.45 $ 1.30 $ 1.33 $ 1.33 Conversion shares 804,764 151,999 172,672 77,061 112,402 749,344 Expected life (in years) 3.0 1.0 3.0 3.0 3.0 3.0 Expected volatility 110 % 62 % 74 % 74 % 73 % 73 % Call option value $ 2.82 $ 1.19 $ 0.90 $ 0.81 $ 0.97 $ 0.97 Risk-free interest rate 0.59 % 0.15 % 1.10 % 1.10 % 0.90 % 0.90 % Dividends 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 Common stock closing price $ 1.73 $ 1.73 $ 1.73 $ 1.73 NA NA Conversion per share price $ 1.49 $ 1.47 $ 1.26 $ 1.26 NA NA Conversion shares 2,008,032 340,020 199,177 77,061 NA NA Expected life (in years) 1.6 0.2 2.9 3.0 NA NA Expected volatility 64 % 66 % 74 % 74 % NA NA Call option value $ 0.64 $ 0.35 $ 0.77 $ 0.78 NA NA Risk-free interest rate 0.67 % 0.40 % 1.10 % 1.10 % NA NA Dividends 0.00 % 0.00 % 0.00 % 0.00 % NA NA December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 Common stock closing price $ 1.00 NA NA $ 1.00 $ 1.00 $ 1.00 Conversion per share price $ 1.00 NA NA $ 0.76 $ 1.00 $ 1.00 Conversion shares 3,000,000 NA NA 132,188 150,000 475,000 Expected life (in years) 0.6 NA NA 2.0 2.0 2.0 Expected volatility 85 % NA NA 75 % 75 % 75 % Call option value $ 0.26 NA NA $ 0.49 $ 0.41 $ 0.41 Risk-free interest rate 0.65 % NA NA 0.98 % 0.98 % 0.98 % Dividends 0.00 % NA NA 0.00 % 0.00 % 0.00 % |
Capital Leases Payable
Capital Leases Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Capital Leases Payable | 10. Capital Leases Payable Capital leases payable at December 31, 2015 and 2014 is associated with the South African operations and consists of the following: December 31, 2015 December 31, 2014 Capital lease payable, bearing interest at 10%, through August 2017 $ 5,231 $ 10,502 Capital lease payable, bearing interest at 11.5%, through December 2017 26,869 - Capital lease payable, bearing interest at 11.5%, through July 2016 7,786 26,489 Capital lease payable, bearing interest at 11.5%, through November 2016 15,386 40,336 Capital lease payable, bearing interest at 10%, through March 2015 - 1,333 Total capital leases payable 55,272 78,660 Current maturities 39,303 42,032 Capital leases payable, less current maturities $ 15,969 $ 36,628 The current capital leases cover point of sale and other equipment for five of the South African restaurants. Annual requirements for capital lease obligations are as follows: December 31, Amount 2016 $ 43,385 2017 17,508 Total minimum lease payments 60,893 Less: amount representing interest 5,621 Present Value of Net Minimum Lease Payments $ 55,272 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Accounts Payable and Accrued Expenses | 11. ACCOUNTS PAYABLE AND ACCRUED Expenses Accounts payable and accrued expenses are summarized as follows: December 31, 2015 December 31, 2014 Accounts payable $ 4,086,566 $ 3,382,818 Accrued taxes (VAT, GST, Sales, Payroll) 1,010,584 1,604,829 Accrued income taxes 27,709 92,618 Accrued interest 380,406 499,866 $ 5,505,265 $ 5,580,131 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES The breakout of the loss from continuing operations before income taxes between domestic and foreign operations is below: 2015 2014 Loss from continuing operations before income taxes United States $ 12,702,520 $ 5,442,499 Foreign 1,618,905 759,875 $ 14,321,425 $ 6,202,374 The Income Tax (benefit) provision consists of the following: Foreign Current $ 93,037 $ 55,486 Deferred 103,461 (267,960 ) U.S. Federal Current - 318 Deferred (4,502,404 ) (1,266,980 ) State & Local Current - - Deferred (529,695 ) (149,056 ) Change in Valuation Allowance 5,023,169 1,151,691 $ 187,568 $ (476,501 ) The (benefit) provision for income tax using statutory U.S. federal tax rate is reconciled to the companys effective tax rate as follows: 2015 2014 Computed expected income tax benefit $ (4,869,285 ) $ (2,093,584 ) State income taxes, net of federal benefit (572,857 ) (205,177 ) Foreign rate differential 143,646 45,883 Australia loss (1,821,463 ) - Prior year true-ups other deferred tax balances 323,485 106,236 Travel, entertainment, and other 82,956 91,045 Capital loss expiration 333,837 - Convertible Debt Issuances and conversions 482,018 - Foreign Tax Expense 93,037 - Fixed asset DTL true-up 27,384 305,796 Noncontrolling interest 881,264 - Other 60,376 121,609 Change in valuation allowance 5,023,169 1,151,691 Total $ 187,568 $ (476,501 ) The Company has significant permanent book tax differences related to derivative liabilities with a convertible debt feature. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for tax purposes. Major components of deferred tax assets at December 31, 2015 and 2014 were: 2015 2014 Net operating loss carryovers $ 11,846,236 $ 6,773,713 Capital loss carryforwards 154,700 488,500 Section 1231 loss carryovers 15,080 - Charitable contribution carryforwards 16,815 - Derivative liability 468,011 372,931 Unremitted foreign earnings 190,552 - Restaurant startup costs 137,893 - Accrued Expenses 36,182 - Australian equity investment - (26,417 ) Deferred occupancy liabilities 290,500 388,114 Total deferred Tax Assets 13,155,969 7,996,841 Property and equipment (978,585 ) (469,986 ) Convertible debt (811,177 ) (372,931 ) Investments (90,200 ) (84,384 ) Intangibles (1,068,534 ) (957,229 ) Goodwill 785,987 (47,492 ) Total deferred tax liabilities (2,162,509 ) (1,932,022 ) Net deferred tax assets 10,993,460 6,064,819 Valuation Allowance (12,347,231 ) (6,751,703 ) $ (1,353,771 ) $ (686,884 ) As of December 31, 2015 and 2014, the company has U.S. federal and state net operating loss carryovers of approximately $29,635,000 and $15,660,000 respectively, which will expire at various dates beginning in 2031 through 2036, if not utilized. As of December 31, 2015 and 2014 the company has foreign net operating loss carryovers of $2,284,000 ($701,000 for Hungary, $1,175,000 for South Africa, respectively, and $408,000 for Australia) and $1,790,000 ($588,000 for Hungary, $281,000 and $921,000 for South Africa) respectively. Depending on the jurisdiction, some of these net operating loss carryovers will begin to expire within 5 years, while other net operating losses can be carried forward indefinitely as long as the company is trading. The company has a capital loss carryforward of $407,000 which expires between 2016 and 2017 if not utilized. In accordance with Section 382 of the internal revenue code, deductibility of the companys U.S. net operating loss carryovers may be subject to an annual limitation in the event of a change of control as defined under the Section 382 regulations. Quarterly ownership changes for the past 3 years were analyzed and it was determined that there was no change of control as of December 31, 2015. In assessing the realization of deferred tax assets, Management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2015 and December 31, 2014 the change in valuation allowance was approximately $5,023,169 and $1,151,691, respectively. The company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in their financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than- not to be sustained upon examination by taxing authorities. Differences between two positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as unrecognized benefits. A liability is recognized for an unrecognized tax benefit because it represents an enterprises potential future obligation to the taxing-authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. The companys uncertain tax positions for December 31, 2015 and 2014 are as follows: Unrecognized Interest and Tax Benefit Penalties Total Balance at December 31, 2014 $ 419,301 $ - $ 419,301 Increases related to prior year tax positions - - - Decreases related to prior year tax positions (419,301 ) - (419,301 ) Increases related to current year tax positions - - - Settlements during the period - - - Lapse of statute of limitations - - - Balance at December 31, 2015 $ - $ - $ - Interest related to uncertain tax positions are required to be calculated, if applicable, and would be classified as interest expense in the two statements of operations. Penalties would be recognized as a component of general and administrative expenses. As of December 31, 2015 and 2014 no interest or penalties were required to be reported. No provision was made for U.S. or foreign taxes on approximately $1,100,000 of undistributed earnings of the Company as such earnings are considered to be permanently reinvested. Such earnings have been, and will continue to be, reinvested, but could become subject to additional tax if they were remitted as dividends, loaned to the Company, or if the Company should sell its interests in the foreign entities. It is not practicable to determine the amount of additional tax, if any, that might be payable on the undistributed earnings or on any book- tax basis differences. Earnings from the U.K. subsidiary are no longer considered to be permanently reinvested. Therefore, for deferred tax purposes only, $501,000 has been deemed to be repatriated to the parent company as a dividend. This deemed dividend is fully offset by the companys net operating losses, so there is no deferred tax expense on the deemed repatriation. The resulting reduction in net operating losses has been considered in deferred tax expense. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 13. STOCKHOLDERS EQUITY On February 3, 2014, the Company amended its certificate of incorporation to increase the number of its authorized shares of common stock from 20,000,000 shares to 45,000,000 shares. The Companys shareholders have approved the Chanticleer Holdings, Inc. 2014 Stock Incentive Plan (the 2014 Plan), authorizing the issuance of options, stock appreciation rights, restricted stock awards and units, performance shares and units, phantom stock and other stock-based and dividend equivalent awards. Pursuant to the approved 2014 Plan, 4,000,000 shares remained available for future grant as of December 31, 2015. 2015 Transactions: In January 2015, a convertible debt holder converted $500,000 principal plus accrued interest into 373,333 shares of the Companys common stock. In addition, another convertible debt holder converted $250,000 principal plus accrued interest into 168,713 shares of the Companys common stock. In March 2015, the Company issued 100,000 shares of its common stock to repay $100,000 of long term debt and related accrued interest and penalties. (See Note 9 Long Term Debt and Notes Payable and Note 10 Convertible Notes Payable). On March 16, 2015, the Company completed a rights offering, receiving subscriptions (including both basic and oversubscriptions) for 3,899,742 shares of its common stock for net proceeds of $7,062,325. Effective March 15, 2015, the Company closed the purchase of BGR Holdings, LLC. In consideration of the purchased assets, the Company issued 500,000 shares of the Companys common stock as a component of the total purchase price (See Note 3- Acquisitions). In June 2015, a convertible debt holder converted $1,000,000 principal into 500,000 shares of the Companys common stock. On July 1, 2015, the Company closed the acquisition of BTs. In consideration for the purchased assets, the Company issued 424,080 shares of the Companys common stock as a component of the total purchase price (See Note 3 - Acquisitions). On June 19, 2015, the Company entered into an agreement with an institutional investor and accredited investors for a registered direct placement of 860,000 shares of common stock at $2.50 per share. The agreement also provides an overallotment right for the investor(s) to purchase up to 860,000 additional shares of common stock at $2.50 per share during the 75 days following the initial closing. On September 22, 2015, the Company completed a rights offering, receiving subscriptions (including both basic and oversubscriptions) for 4,894,692 shares of its common stock for net proceeds of $6.0 million. On September 30, 2015, the Company closed the acquisition of Little Big Burger. In consideration for the purchased assets, the Company issued 1,874,063 shares of the Companys common stock as a component of the total purchase price (See Note 3 - Acquisitions). In separate transactions occurring from July through October, 2015, holders of the 8% convertible notes issued in January 2015 converted an aggregate of $525,000 principal into 389,176 shares of the Companys common stock. During 2015, the Company issued 104,000 shares of common stock and warrants for consulting, acquisition and other services valued at an aggregate of $279,362. The recorded value for common stock issued for services was based on the closing market prices for the Companys common stock. The recorded value of warrants issued for services valued utilizing the Black-Scholes model. 2014 Transactions: During December 2014, the Company issued the following common stock shares and warrants: 11,101 shares of the Companys common stock at $2.00 and 3,330 common stock warrants at an exercise price of $3.50 for $22,202; 20,750 shares of the Companys common stock at $2.00 and 6,225 common stock warrants at an exercise price of $3.50 for payment of accounts payable for consulting services totaling $41,500; 54,837 shares of the Companys common stock for payment of accounts payable for consulting services totaling $$108,855 at prices ranging from $1.79 to $2.07; 36,667 shares of the Companys common stock at $1.80 for payment of Board of Directors fees totaling $66,000; 67,807 shares of the Companys common stock at $2.00 per share for accrued interest totaling $135,614; 14,451 shares of the Companys common stock at $1.73 for payment of an employee contractual bonus totaling $25,000. During November 2014, the Company issued $175,000 of the Companys common stock (87,500 shares at $2.00 per share) in satisfaction of past-due interest and 26,250 common stock warrants at $3.50 per share exercise price in consideration for the debt restructuring related to Hooters Australia. During October 2014, the Company re-priced certain warrants with an original exercise price of $5.50 and $7.00 to $2.00, subject to immediate cash exercise. The Company received $349,544 of funds related to this transaction. During the three months ended September 30, 2014, the Company raised from private investors $641,000 for the sale of 320,500 shares of common stock, and accompanying sales of 96,150 5-year common stock warrants exercisable at $3.50 per share. On September 9, 2014, the Company purchased 100% of the net assets of The Burger Company located in Charlotte, North Carolina, a similar concept to our ABC restaurants, for a purchase price of $550,000, which consisted of $250,000 in cash and $300,000 (146,628 shares) in the Companys common stock. During the six months ended June 30, 2014, the Company issued an aggregate of 40,000 and 98,764 shares of the Companys common stock, valued at $101,900 and $330,757 to several investor relations firms in exchange for investor relations services provided to the Company. During the 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. On March 19, 2014, the Company received $500,000 from the issuance of convertible debt to one investor, and the proceeds were used for continuing the Companys growth and for working capital purposes. The Company issued 15% Secured Subordinate Convertible Notes and five-year warrants, at a price of $5.25 per share, to purchase up to 30% of the number of shares of Company common stock issuable upon conversion of the 2014 note. During the first three months of 2014, the Company issued an aggregate of 58,764 shares of the Companys common stock, valued at $228,857 to several investor relations firms in exchange for investor relations services provided to the Company. On January 31, 2014, we issued 680,272 Company units in connection with the acquisitions of Pacific NW. Each unit consisted of one share of our common stock and one five-year warrant to purchase a share of our common stock. Half (340,136) of the warrants are exercisable at $5.50 and half (340,136) of the warrants are exercisable at $7.00. As part of this transaction, the Hooters Sellers were granted registration rights with respect to our common stock issued and underlying the warrants, and franchise rights and leasehold rights to the locations were transferred to the Company. On January 31, 2014, we issued 195,000 Company units in connection with the acquisition of Spoon. Each unit consisted of one share of the Companys common stock and one five-year warrant to purchase a share of the Companys common stock. Half (97,500) of the warrants are exercisable at $5.50 and half (97,500) of the warrants are exercisable at $7.00. As part of this transaction, EWC was granted registration rights with respect to our common stock issued and underlying the warrants, and all leaseholds and other rights were transferred to the Company. (See Note 5 Discontinued Operations). Options and Warrants There are no options outstanding as of December 31, 2015 and 2014 or for the years then ended. Fair value of any warrant issuances are valued utilizing the Black-Scholes mode. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected stock price volatility for the Companys warrants was determined by the historical volatilities for industry peers and used an average of those volatilities. A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding December 31, 2014 8,715,804 $ 5.49 3.0 Granted 840,500 2.55 Exercised - - Forfeited (50,000 ) 6.25 Outstanding December 31, 2015 9,506,304 $ 4.93 2.0 Exercisable December 31, 2015 9,506,304 $ 4.93 2.0 The following table presents information related to stock warrants as of December 31, 2015: Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life in Years Exerciseable Number of Warrants >$5.00 7,439,631 1.9 7,439,631 $4.00-$4.99 - - - $3.00-$3.99 799,901 2.6 799,901 $2.00-$2.99 954,272 3.6 954,272 $1.00-$1.99 312,500 4.0 312,500 9,506,304 9,506,304 Amortization of debt discounts arising from warrants and convertible debt are summarized as follows at December 31, 2015 and 2014 and for the years then ended: Years Ended December 31, 2015 December 31, 2014 Interest expense $ 2,379,951 $ 336,798 Consulting expense 22,375 771,095 $ 2,402,326 $ 1,107,893 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Due to related parties The Company has received non-interest bearing loans and advances from related parties. The amounts owed by the Company as of December 31, 2015 and 2014 are as follows: December 31, 2015 December 31, 2014 Hoot SA I, LLC $ 12,963 $ 12,196 Hooters Australia- Current Partner 390,779 - Hooters Australia - Former Partner - 1,087,451 Chanticleer Investors, LLC - 199,436 $ 403,742 $ 1,299,083 Due from related parties The Company has earned income from and made advances to related parties. The amounts owed to the Company at December 31, 2015 and 2014 is as follows: December 31, 2015 December 31, 2014 Hoot SA II, III, IV LLC $ 45,615 $ 46,015 $ 45,615 $ 46,015 |
Segments of Business
Segments of Business | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segments of Business | 15. SEGMENTS OF BUSINESS The Company is in the business of operating restaurants and its operations are organized by geographic region and by brand within each region. Further each restaurant location produces monthly financial statements at the individual store level. The Companys chief operating decision maker reviews revenues and profitability at the individual restaurant location level, as well as for Full Service Hooters, Better Burger Fast Casual and Just Fresh Fast Casual level, and corporate as a group. The following are revenues and operating income (loss) from continuing operations by segment as of and for the years ended December 31, 2015 and 2014. The Company does not aggregate or review non-current assets at the segment level. Years Ended December 31, 2015 December 31, 2014 Revenue: Hooters Full Service $ 21,931,096 $ 21,284,710 Better Burgers Fast Casual 14,542,094 3,230,519 Just Fresh Fast Casual 5,498,790 4,838,815 Corporate and Other 424,829 489,390 $ 42,396,809 $ 29,843,434 Operating Income (Loss): Hooters Full Service * $ (6,602,559 ) $ (773,447 ) Better Burgers Fast Casual (1,357,055 ) (1,641,363 ) Just Fresh Fast Casual (33,248 ) (62,854 ) Corporate and Other (3,495,054 ) (3,066,644 ) $ (11,487,916 ) $ (5,544,308 ) * Includes $4.9 million non-cash asset impairment charge in 2015 The following are revenues, operating loss, and long-lived assets by geographic area as of and for the years ended December 31, 2015 and 2014. Years Ended December 31, 2015 December 31, 2014 Revenue: United States $ 25,528,467 $ 12,941,648 South Africa 6,430,524 6,632,024 Australia 6,453,377 5,613,381 Europe 3,984,441 4,656,381 $ 42,396,809 $ 29,843,434 Operating Income (Loss): United States $ (5,114,687 ) $ (4,886,279 ) South Africa (162,228 ) (373,558 ) Australia * (6,266,695 ) (277,557 ) Europe 55,694 (6,914 ) $ (11,487,916 ) $ (5,544,308 ) * Includes $4.9 million non-cash asset impairment charge in 2015 December 31, 2015 December 31, 2014 Non-current Assets: United States $ 27,956,486 $ 15,434,108 South Africa 2,393,147 2,172,528 Australia 4,781,020 13,068,305 Europe 3,255,977 3,648,133 $ 38,386,630 $ 34,323,074 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES The Company, through its subsidiaries, leases the land and buildings for our five restaurants in South Africa, one restaurant in Nottingham, United Kingdom, thirty-five restaurants in the U.S., four restaurants in Australia, and one restaurant in Hungary. The South Africa leases are for five-year terms and the Hungary lease is for a ten-year term, and all of these leases include options to extend the terms. The terms for our U.S. restaurant leases vary from two to ten years and have options to extend. We lease some of our restaurant facilities under triple net leases that require us to pay minimum rent, real estate taxes, maintenance costs and insurance premiums and, in some instances, percentage rent based on sales in excess of specified amounts. We also lease our corporate office space in Charlotte, North Carolina. Rent obligations for are presented below: Total 12/31/2016 $ 4,426,175 12/31/2017 4,055,189 12/31/2018 3,863,009 12/31/2019 3,499,583 12/31/2020 2,839,415 thereafter 8,832,725 $ 27,516,096 Rent expense for the years ended December 31, 2015 and December 31, 2014 was $4.1 million and $2.7 million respectively. Rent expense for the years ended December 31, 2015 and 2014 for the Companys restaurants was $4.1 million and $2.6 million, respectively, and is included in the Restaurant operating expenses of the Consolidated Statement of Operations. Rent expense for the years ended December 31, 2015 and 2014 for the non-restaurants was $34 thousand and $26 thousand, and is included in the General and administrative expense of the Consolidated Statement of Operations. 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 no liability has been reflected in the accompanying consolidated balance sheet as of December 31, 2015. On January 28, 2016, our Just Fresh subsidiary was notified that it had been served with a copyright infringement complaint, Kevin Chelko Photography, Inc. f. JF Restaurants, LLC Prior to the Companys acquisition of Little Big Burger, a class action lawsuit was filed in Oregon by certain current and former employees of Little Big Burger asserting that the former owners of Little Big Burger failed to compensate employees for overtime hours and also that an employee had been wrongfully terminated. The plaintiffs and defendants agreed to enter into a settlement agreement pursuant to which the former owners of Little Big Burger will pay a gross settlement of up to $675,000, inclusive of plaintiffs attorneys fees of $225,000. This settlement was preliminarily approved by the court on February 2, 2016. The parties are proceeding with distributing the claim forms and notices of settlement to the class members and ultimately will disburse settlement payments to those who opt in. In connection with our acquisition of Little Big Burger, the sellers agreed that the 1,619,646 shares of the Companys common stock certain of the sellers received from the Company and an additional $200,000 in cash would be held in escrow until such time as the litigation was fully resolved. The Company does not expect to have to expend any funds related to the settlement as certain of the Sellers have agreed to retain the obligations and have set aside sufficient funds to cover the settlement. However, as the Company assumed all liabilities of Little Big Burger in the acquisition and would be required to fulfill the settlement if the sellers were unable or otherwise failed to fully fund the settlement, the Company has reflected the $675,000 settlement amount in accrued liabilities, with an offsetting asset in other current assets, in the accompanying Consolidated Balance Sheets as of December 31, 2015. From time to time, the Company may be involved in legal proceedings and claims that 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 | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Disclosures about Fair Value | 17. DISCLOSURES ABOUT FAIR VALUE Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables according to FASB ASC 820 pricing levels. Fair Value Measurement Using Quoted prices in active Significant markets of other Significant identical observable Unobservable Recorded assets inputs Inputs value (Level 1) (Level 2) (Level 3) December 31, 2015 Assets: Available-for-sale securities $ 31,322 $ 31,322 $ - $ - Liabilities: Embedded conversion feature $ 1,094,000 $ - $ - $ 1,094,000 Warrants $ 137,608 $ 137,608 December 31, 2014 Assets: Available-for-sale securities $ 35,362 $ 35,362 $ - $ - Liabilities: Embedded conversion feature $ 1,610,900 $ - $ - $ 1,610,900 Warrants $ 334,300 $ - $ - $ 334,300 At December 31, 2015 and 2014, the Companys available-for-sale equity securities were valued using Level 1 and Level 2 inputs as summarized above. Level 1 inputs are based on unadjusted prices for identical assets in active markets that the Company can access. Level 2 inputs are based on quoted prices for similar assets other than quoted prices in Level 1, quoted prices in markets that are not yet active, or other inputs that are observable or can be derived principally from the Black Scholes option pricing model which involves the use of various inputs or corroborated by observable market data for substantially the full term of the assets. The derivative liabilities are measured at fair value using quoted market prices for the Companys shares and estimated volatility factors based on historical quoted market prices for the Companys 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 year ended December 31, 2015 and 2014. Conversion Warrants Feature Total Balance at January 1, 2014 $ - $ 2,146,000 $ 2,146,000 Change in fair value of derivative liability (292,600 ) (935,000 ) (1,227,600 ) Amount included in debt discounts 626,900 399,900 1,026,800 Balance at December 31, 2014 $ 334,300 $ 1,610,900 $ 1,945,200 Change in fair value of derivative liability (196,992 ) (671,600 ) (868,592 ) Amounts included in debt discount - 778,900 778,900 Reclassification in connection with conversion - (623,900 ) (623,900 ) Balance at December 31, 2015 $ 137,308 $ 1,094,300 $ 1,231,608 |
Australia Administration Transa
Australia Administration Transactions and Asset Impairment | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Australia Administration Transactions and Asset Impairment | 18. Australia administration transactions and Asset Impairment On July 14, 2015, voluntary administrators were appointed to review the affairs and assess the financial condition of the Hooters Australia stores. The initiation of voluntary administration followed the request of the Company because the Company believed its operating partner had been mismanaging the business. The Company believed that the Administration process would be the most effective means to objectively evaluate the state of the business and enhance the Companys position and ability to restore the Hooters Australia stores to their prior operational and financial performance levels. From July 14, 2015 through the end of September, the Hooters Australia stores operated under the management of administrators that were appointed by the directors of the Australia entities to facilitate the Administration process. In August, 2015, the Company entered into definitive agreements to invest additional consideration into the Australia business to increase its ownership in the Australia Hooters stores from 60% to 80% and to obtain the assets of those stores free of any prior liabilities or liens. In addition, the Company agreed to purchase the Margaritaville property, but ultimately did not complete the Margaritaville transaction as the administrator was unable to provide an acceptable lease transfer for the property The Company and a new local partner, PCS Investments, Pty (PCS) closed on the purchase of the five Hooters Australia stores in early October 2015, with the Company contributing $1.0 million in additional capital for 80% ownership and PCS investing $0.3 million for 20% ownership in the five Hooters stores. During the Administration period from July 14, 2015 through early October, 2015, the Companys control was temporarily restricted and management did not recognize revenue or expenses related to the operation of the stores during this brief period. Effective with the resumption of control in early October, 2015, the Company resumed normal operations and recognition of revenue and expenses. In connection with the Administration process, the Company evaluated its long-lived assets for impairment and evaluated the carrying value of all other assets and liabilities related to the Australia stores to their net realizable value. As a result of that analysis, management concluded that the goodwill balance had been impaired and that certain other balances were no longer valid or realizable as a consequence of the Administration process. As a result, the Company recorded a net asset impairment charge of $4.5 million during 2015, which is reflected as a component of income from continuing operations in the accompanying Statements of Operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. SUBSEQUENT EVENTS In early 2016, we entered into a letter of intent with a UK investment bank for an up to £10 million bond offering in the United Kingdom. The bond offering proceeds would be used to refinance certain of our existing higher interest rate notes payable and convertible debts, as well as to provide additional working capital for the opening of new restaurant locations and for general corporate purposes. The bonds are expected to be listed on the ISDX exchange in London, bear annual interest at 7.5%, with interest payments due semi-annually and principal due as a balloon payment in March 2021. We are nearing completion of the documentation and investor marketing process and have received strong indications of interest and investor commitments. We expect the bond transaction to close during the second calendar quarter of 2016. Until the transaction is fully completed, however, we cannot provide assurance as to the certainty of completion or the precise amounts, if any, that will be received by the Company. Also in early 2016, we entered into a letter of intent with a US investment bank for up to $10 million in additional investor capital under the US Governments EB-5 program to be used specifically for the opening of new restaurants and the creation of new jobs in certain qualified geographic regions. We are currently preparing the required offering documents, conducting job studies, site qualification analyses, and performing other diligence and administrative activities required to implement the program. We have received approval for several potential sites and are actively engaged in marketing the program to potential investors. We expect to complete our first EB5 funding transaction in mid 2016. Until all diligence procedures are fully complete and we receive binding investor commitments, however, we cannot provide any assurance as to the certainty of completion or the precise amounts, if any, that will be received by the Company. Also in early 2016, we entered into a letter of intent directly with a US investor to fund the opening of up to 10 Little Big Burger restaurants in the Seattle area. We are actively pursuing sites and anticipate opening our first store under that arrangement by the end of 2016. |
Significant Accounting Polici26
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include the valuation of the investments in portfolio companies, deferred tax asset valuation allowances, valuing options and warrants using the Binomial Lattice and Black Scholes models, intangible asset valuations and useful lives, depreciation and uncollectible accounts and reserves. Actual results could differ from those estimates. |
Revenue Recognition | REVENUE RECOGNITION Revenue is recognized when all of the following criteria have been satisfied: ● Persuasive evidence of an arrangement exists; ● Delivery has occurred or services have been rendered; ● The sellers price to the buyer is fixed or determinable; and ● Collectability is reasonably assured. Restaurant Net Sales and Food and Beverage Costs The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals, and complimentary meals and gift cards. Sales, value added tax (VAT) and goods and services tax (GST) collected from customers and remitted to governmental authorities are presented on a net basis within sales in our consolidated statements of operations. Restaurant cost of sales primarily includes the cost of food, beverages, and merchandise and disposable paper and plastic goods used in preparing and selling our menu items, and exclude depreciation and amortization. Vendor allowances received in connection with the purchase of a vendors products are recognized as a reduction of the related food and beverage costs as earned. Management Fee Income The Company receives revenue from management fees from certain non-affiliated companies, including from managing its investment in Hooters of America. Gaming Income The Company receives revenue from operating a gaming facility adjacent to its Hooters restaurant in Jantzen Beach, Oregon. The Company also previously received gaming revenue from gaming machines located in Sydney, Australia. Revenue from gaming is recognized as earned from gaming activities, net of taxes and other government fees. Franchise Income The Company accounts for initial franchisee fees in accordance with FASB ASC 952, Franchisors. The Company grants franchises to operators in exchange for initial franchise license fees and continuing royalty payments. Franchise license fees are deferred when received and recognized as revenue when the Company has performed substantially all initial services required by the franchise or license agreement, which is generally upon the opening of a store. Continuing fees, which are based upon a percentage of franchisee revenues, are recognized on the accrual basis as those sales occur. |
Business Combinations | Business combinations For business combinations, the assets acquired, the liabilities assumed, and any non-controlling interest 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 acquiree, that excess would be recognized in earnings as a gain attributable to the Company. |
Long-Lived Assets | IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Company compares the estimated fair value determined by either the undiscounted future net cash flows or appraised value to the related assets carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value in the period in which the impairment becomes known. The Company recognized impairment charges during the years ended December 31, 2015 and December 31, 2014 related to the Companys Discontinued Operations (See Note 5 Discontinued Operations) and the Australia Administration ( See Note 19 Australia Administration Transactions and Asset Impairment). |
Restaurant Pre-opening and Closing Expenses | RESTAURANT PRE-OPENING and closing EXPENSES Restaurant pre-opening and closing expenses are non-capital expenditures, and are expensed as incurred. Restaurant pre-opening expenses consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stocking of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period. Restaurant closing expenses consists of the costs related to the closing of a restaurant location and include write-off of property and equipment, lease termination costs and other costs directly related to the closure. Pre-opening and closing expenses are expensed as incurred. |
Liquor Licenses | LIQUOR LICENSES The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in other assets. Liquor licenses are reviewed for impairment annually or when events or changes in circumstances indicate that the carrying amount may not be recoverable. Annual liquor license renewal fees are expensed over the renewal term. |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES The Company monitors its exposure for credit losses on its receivable balances and the credit worthiness of its receivables on an ongoing basis and records related allowances for doubtful accounts. Allowances are estimated based upon specific customer and other balances, where a risk of default has been identified, and also include a provision for non-customer specific defaults based upon historical experience. The majority of the Companys accounts are from customer credit card transactions with minimal historical credit risk. As of December 31, 2015 and 2014, the Company has not recorded an allowance for doubtful accounts. If circumstances related to specific customers change, estimates of the recoverability of receivables could also change. |
Inventories | INVENTORIES Inventories are recorded at the lower of cost (first-in, first-out method) or market, and consist primarily of restaurant food items, supplies, beverages and merchandise. |
Leases | LEASES The Company leases certain property under operating leases. The Company also finances certain property using capital leases, with the asset and obligation recorded at an amount equal to the present value of the minimum lease payments during the lease term. Many of these lease agreements contain rent holidays, rent escalation clauses and/or contingent rent provisions. Rent expense is recognized on a straight-line basis over the expected lease term, including cancelable option periods when failure to exercise such options would result in an economic penalty. The Company also may receive tenant improvement allowances in connection with its leases, which are capitalized as leasehold improvements with a corresponding liability recorded in the deferred rent liability line in the consolidated balance sheet. The tenant improvement allowance liability is amortized on a straight-line basis over the lease term. The rent commencement date of the lease term is the earlier of the date when the Company becomes legally obligated for the rent payments or the date when the Company takes access to the property or the grounds for build out. Certain leases contain percentage rent provisions where additional rent may become due if the location exceeds certain sales thresholds. The Company recognizes expense related to percentage rent obligations at such time as it becomes probable that the percent rent threshold will be met. |
Marketable Equity Securities | MARKETABLE EQUITY SECURITIES Available-for-sale securities The Companys investments in marketable equity securities, which are classified as available-for-sale, are carried at fair value. Investments available for current operations are classified in the consolidated balance sheets as current assets; investments held for long-term purposes are classified as non-current assets. Unrealized gains and losses, net of tax, are reported in other comprehensive income as a separate component of stockholders equity. Gains and losses are reported in the consolidated statements of operations when realized, determined based on the disposition of specifically identified investments, using a first-in, first-out method. Investments identified by the Company as being potentially impaired are subject to further analysis to determine if the impairment is other than temporary. Other than temporary declines in market value from original costs are charged to investment and other income, net, in the period in which the loss occurs. In determining whether investment holdings are other than temporarily impaired, the Company considers the nature, cause, severity and duration of the impairment. |
Other Investments | OTHER INVESTMENTS Investments in which the Company has the ability to exercise significant influence and that, in general, are at least 20 percent owned are stated at cost plus equity in undistributed net earnings (loss), less distributions received. The Company also has equity investments in which it owns less than 20%, which are stated at cost. An impairment loss would be recorded whenever a decline in the value of an equity investment or cost investment is below its carrying amount and is determined to be other than temporary. In judging other than temporary, the Company considers the length of time and extent to which the fair value of the investment has been less than the carrying amount of the investment, the near-term and long-term operating and financial prospects of the investee, and the Companys long-term intent of retaining the investment in the investee. |
Fair Value Measurements | FAIR VALUE MEASUREMENTS For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy: Level 1 Quoted prices for identical instruments in active markets. Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Significant inputs to the valuation model are unobservable. We maintain policies and procedures to value instruments using the best and most relevant data available. Our investment committee reviews and approves all investment valuations. Our available-for-sale equity securities are all valued using Level 1 inputs or Level 2 inputs. |
Fair Value of Financial Instruments | fair value of financial instruments The Company is required to disclose fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Companys cash, accounts receivable, other receivables, accounts payable, accrued expenses, other current liabilities, convertible notes payable and notes payable approximate their estimated fair value due to the short-term maturities of these financial instruments and because related interest rates offered to the Company approximate current rates. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization, which includes amortization of assets held under capital leases, are recorded generally using the straight-line method over the estimated useful lives of the respective assets or, if shorter, the term of the lease for certain assets held under a capital lease. Leasehold improvements are amortized over the lesser of the expected lease term, or the estimated useful lives of the related assets using the straight-line method. The estimated useful lives used to compute depreciation and amortization are as follow: Leasehold improvements 5-15 years Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at December 31, 2015 and 2014. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. |
Goodwill | Goodwill The Company reviews goodwill for impairment annually or more frequently if indicators of impairment exist. Goodwill is not subject to amortization and has been assigned to reporting units for purposes of impairment testing. The reporting units are our restaurant brands and/or geographic area. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Companys expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Companys consolidated financial statements. The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting units fair value to its carrying value. The Company estimates fair value using the best information available, including market information and discounted cash flow projections (also referred to as the income approach). The income approach uses a reporting units projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses managements best estimates of economic and market conditions over the projected period including growth rates in sales, costs and number of units, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The Company validates its estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow and sales multiples to the reporting units operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If the fair value of the reporting unit is higher than its carrying value, goodwill is deemed not to be impaired, and no further testing is required. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the implied fair value of reporting unit goodwill to the carrying value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, the Company would record an impairment loss for the difference. |
Intangible Assets | InTANGIBLE ASSETS Trade Name/Trademark The fair value of trade name/trademarks are estimated and compared to the carrying value. The Company estimates the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from its annual long-range plan; assumed royalty rates that could be payable if the Company did not own the trademarks; and a discount rate. Certain of the Companys trade name/trademarks have been determined to have a definite-lived life and are being amortized on a straight-line basis over estimated useful lives of 10 years. The amortization expense of these definite-lived intangibles is included in depreciation and amortization in the Companys consolidated statement of operations. Certain of the Companys trade name/trademarks have been classified as indefinite-lived intangible assets and are not amortized, but instead are reviewed for impairment at least annually or more frequently if indicators of impairment exist. Franchise Cost Intangible assets are recorded for the initial franchise fees for our Hooters restaurants. The Company amortizes these amounts over a 20-year period, which is the life of the franchise agreement. |
Impairment of Long-Lived Assets | IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Company compares the estimated fair value determined by either the undiscounted future net cash flows or appraised value to the related assets carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value in the period in which the impairment becomes known. The Company recognized impairment charges during the years ended December 31, 2015 and December 31, 2014 related to the Companys Discontinued Operations (See Note 5 Discontinued Operations) and the Australia Administration ( See Note 19 Australia Administration Transactions and Asset Impairment). |
Derivative Liabilities | DERIVATIVE LIABILITIES In connection with the issuance of a secured convertible promissory note, the terms of the convertible note included an embedded conversion feature; which provided for the settlement of the convertible promissory note into shares of common stock at a rate, which was determined to be variable. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 Derivatives and Hedging. The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities in the statement of operations. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The fair value of an embedded conversion option that is convertible into a variable amount of shares are deemed to be a down-round protection and therefore, do not meet the scope exception for treatment as a derivative under ASC 815. Since, down-round protection is not an input into the calculation of the fair value of the conversion option and cannot be considered indexed to the Companys own stock which is a requirement for the scope exception as outlined under ASC 815. The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Model to be materially the same. The Companys outstanding warrants did not contain any down round protection. The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted. |
Acquired Assets and Assumed Liabilities | ACQUIRED ASSETS AND ASSUMED LIABILITIES Pursuant to ASC No. 805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the company retrospectively adjusts the provisional amounts recognized at the acquisition date by means of adjusting the amount recognized for goodwill. |
Income Taxes | Income Taxes Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has provided a valuation allowance for the full amount of the deferred tax assets. As of December 31, 2015 and 2014 the Company had no accrued interest or penalties relating to any income tax obligations. The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception. The last three years of the Companys tax years are subject to federal and state tax examination. |
Stock-Based Compensation | Stock-based Compensation The compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the financial statements. That cost is measured based on the estimated fair value of the equity or liability instruments issued. A wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans are included. The Companys financial statements would include an expense for all share-based compensation arrangements granted on or after January 1, 2006 and for any such arrangements that are modified, cancelled or repurchased after that date based on the grant-date estimated fair value. As of December 31, 2015 and 2014, there were no options outstanding. See Note 14 regarding outstanding warrants. |
Loss Per Common Share | 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 December 31, 2015 and 2014, which have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. December 31, 2015 December 31, 2014 Warrants 9,506,304 8,715,804 Convertible notes payable 3,757,188 2,626,900 Convertible interest 123,526 42,306 Total 13,387,018 11,385,010 |
Advertising | ADVERTISING Advertising costs are expensed as incurred. Advertising expenses which are included in restaurant operating expenses in the accompanying consolidated statement of operations, totaled $0.7 million and $0.4 million for the years ended December 31, 2015 and 2014, respectively. Advertising expense primarily includes local advertising. |
Amortization of Debt Discount | AMORTIZATION OF DEBT DISCOUNT The Company has issued various debt with warrants and conversion features for which total proceeds were allocated to individual instruments based on the relative fair value of the each instrument at the time of issuance. The value of the debt was recorded as discount on debt and amortized over the term of the respective debt. For the year ended December 31, 2015 and 2014 amortization of debt discount was $2.4 million and $1.4 million, respectively. |
Foreign Currency Translation | FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in local currency are translated to U.S. dollars using the exchange rates as in effect at the balance sheet date. Results of operations are translated using average exchange rates prevailing throughout the period. Adjustments resulting from the process of translating foreign currency financial statements from functional currency into U.S. dollars are included in accumulated other comprehensive loss within stockholders equity. Foreign currency transaction gains and losses are included in current earnings. The Company has determined that local currency is the functional currency for each of its foreign operations. Foreign currency transaction gains and losses are included in current earnings. |
Comprehensive Income (Loss) | Comprehensive Income (LOSS) Standards for reporting and displaying comprehensive income (loss) and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements requires that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. We are required to (a) classify items of other comprehensive income (loss) by their nature in financial statements, and (b) display the accumulated balance of other comprehensive income (loss) separately in the equity section of the balance sheet for all periods presented. Other comprehensive income (loss) items include foreign currency translation adjustments, and the unrealized gains and losses on our marketable securities classified as held for sale. |
Concentration of Credit Risk | concentration of credit risk The Company maintains its cash with major financial institutions. Cash held in U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Australia, South Africa, Hungary or United Kingdom bank accounts. There were approximately $0.4 million and $0.1 million aggregate uninsured cash balances at December 31, 2015 and 2014, respectively. |
Reclassifications | RECLASSIFICATIONS Certain reclassifications have been made in the financial statements at December 31, 2014 and for the period then ended to conform to the December 31, 2015 presentation. The reclassifications had no effect on net loss. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02 Leases, which supersedes ASC 840 Leases and creates a new topic, ASC 842 Leases. This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier adoption permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect of this update on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes which requires that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. Prior to the issuance of the standard, deferred tax liabilities and assets were required to be separately classified into a current amount and a noncurrent amount in the balance sheet. The new accounting guidance represents a change in accounting principle and the standard is required to be adopted in annual periods beginning after December 15, 2016. The application of this guidance affects classification only, and is not expected to have a material effect on the Companys consolidated financial position or results of operations. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires entities to measure inventory at the lower of cost and net realizable value (NRV). ASU 2015-11 defines NRV as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The ASU will not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. The guidance in ASU 2015-11 is effective prospectively for fiscal years beginning after December 15, 2016, and interim periods therein. Early adoption is permitted. Upon transition, entities must disclose the nature of and reason for the accounting change. The adoption of ASU 2015-11 is not expected to have a material impact on our consolidated financial position or results of operations. In February 2015, the FASB issued ASU No. 2015-02, Consolidation: Amendments to the Consolidation Analysis. This update improves targeted areas of the consolidation guidance and reduces the number of consolidation models. This update is effective for annual and interim periods in fiscal years beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2015-02 is not expected to have a material impact on our consolidated financial position or results of operations. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern. The standard is intended to define managements responsibility to decide whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The standard requires management to decide whether there are conditions or events that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued. The standard provides guidance to an organizations management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in their footnotes. The standard becomes effective in annual periods ending after December 15, 2016, with early application permitted. The adoption of this pronouncement is not expected to have a material impact on the consolidated financial statements. Managements evaluations regarding the Companys ability to continue as a going concern have been disclosed in Note 1 of the accompanying consolidated financial statements. In November 2014, the FASB issued ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting (ASU 2014-17). ASU 2014-17 provides with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period as a change in accounting principle in accordance with ASC Topic 250, Accounting Changes and Error Corrections. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 also requires an acquired entity that elects the option to apply pushdown accounting in its separate financial statements to disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. The Company has adopted the amendments in ASU 2014-17, effective November 18, 2014, as the amendments in the update are effective upon issuance. The adoption did not have an impact on the Companys Consolidated Financial Statements. 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 December 31, 2015, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. |
Nature of Business (Tables)
Nature of Business (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of financial statements | The consolidated financial statements include the accounts of Chanticleer Holdings, Inc. and its subsidiaries presented below (collectively referred to as the Company): Name Jurisdiction of Incorporation Percent Owned Name Jurisdiction of Incorporation Percent Owned CHANTICLEER HOLDINGS, INC. Delaware, USA Burger Business Pacific Northwest Hooters American Roadside Burgers, Inc. Delaware, USA 100 % Oregon Owls Nest, LLC Oregon, USA 100 % ARB Stores Jantzen Beach Wings, LLC Oregon, USA 100 % American Roadside McBee, LLC North Carolina, USA 100 % Tacoma Wings, LLC Washington, USA 100 % American Burger Morehead, LLC North Carolina, USA 100 % American Roadside Morrison, LLC North Carolina, USA 100 % South African Hooters American Burger Ally, LLC North Carolina, USA 100 % Hooters On The Buzz (Pty) Ltd South Africa 95 % BGR Acquisition, LLC North Carolina, USA 100 % Chanticleer South Africa (Pty) Ltd. South Africa 100 % BGR Franchising, LLC Virginia, USA 100 % Hooters Emperors Palace (Pty.) Ltd. South Africa 88 % BGR Operations, LLC Virginia, USA 100 % Hooters PE (Pty) Ltd South Africa 100 % BGR Old Town, LLC Maryland, USA 100 % Hooters Ruimsig (Pty) Ltd. South Africa 100 % BGR Dupont, LLC Virginia, USA 100 % Hooters Umhlanga (Pty.) Ltd. South Africa 90 % BGR Arlington, LLC Virginia, USA 100 % Hooters SA (Pty) Ltd South Africa 78 % BGR Old Keene Mill, LLC Virginia, USA 100 % Hooters Willows Crossing (Pty) Ltd South Africa 100 % BGR Potomac, LLC Maryland, USA 100 % BGR Cascades, LLC Virginia, USA 100 % Australian Hooters BGR Washingtonian, LLC Maryland, USA 100 % HOTR AUSTRALIA PTY LTD Australia 80 % BGR Tysons, LLC Virginia, USA 100 % HOTR CAMPBELLTOWN PTY LTD Australia 80 % BGR Springfield Mall, LLC Virginia, USA 100 % HOTR GOLD COAST PTY LTD Australia 80 % Capitol Burger, LLC Maryland, USA 100 % HOTR PARRAMATTA PTY LTD Australia 80 % BT Burger Acquisition, LLC North Carolina, USA 100 % HOTR PENRITH PTY LTD Australia 80 % BTs Burgerjoint Biltmore, LLC North Carolina, USA 100 % HOTR TOWNSVILLE PTY LTD Australia 80 % BTs Burgerjoint Promenade, LLC North Carolina, USA 100 % BTs Burgerjoint Sun Valley, LLC North Carolina, USA 100 % European Hooters BTs Burgerjoint Rivergate LLC North Carolina, USA 100 % Chanticleer Holdings Limited Jersey 100 % LBB Acquisition, LLC North Carolina, USA 100 % West End Wings LTD United Kingdom 100 % Cuarto LLC Oregon, USA 100 % Crown Restaurants Kft. Hungary 80 % Segundo LLC Oregon, USA 100 % Noveno LLC Oregon, USA 100 % Inactive Entities Primero LLC Oregon, USA 100 % Hooters Brazil Brazil 100 % Septimo LLC Oregon, USA 100 % DineOut SA Ltd. England 89 % Quinto LLC Oregon, USA 100 % Avenel Financial Services, LLC Nevada, USA 100 % Octavo LLC Oregon, USA 100 % Avenel Ventures, LLC Nevada, USA 100 % Sexto LLC Oregon, USA 100 % Chanticleer Advisors, LLC Nevada, USA 100 % Chanticleer Investment Partners, LLC North Carolina, USA 100 % Just Fresh Dallas Spoon Beverage, LLC Texas, USA 100 % JF Franchising Systems, LLC North Carolina, USA 56 % Dallas Spoon, LLC Texas, USA 100 % JF Restaurants, LLC North Carolina, USA 56 % Hoot Campbelltown Pty Ltd Australia 60 % Chanticleer Holdings Australia Pty, Ltd. Australia 100 % Hoot Australia Pty Ltd Australia 60 % TMIX Management Australia Pty Ltd. Australia 60 % Hoot Parramatta Pty Ltd Australia 60 % Hoot Penrith Pty Ltd Australia 60 % Hoot Gold Coast Pty Ltd Australia 60 % Hoot Townsville Pty. Ltd Australia 60 % Hoot Surfers Paradise Pty. Ltd. Australia 60 % MVLE DARLING HARBOUR PTY LTD Australia 50 % MVLE GAMING PTY LTD Australia 100 % American Roadside Cross Hill, LLC North Carolina, USA 100 % |
Significant Accounting Polici28
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of depreciation and amortization | The estimated useful lives used to compute depreciation and amortization are as follow: Leasehold improvements 5-15 years Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 December 31, 2015 and 2014, which have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. December 31, 2015 December 31, 2014 Warrants 9,506,304 8,715,804 Convertible notes payable 3,757,188 2,626,900 Convertible interest 123,526 42,306 Total 13,387,018 11,385,010 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Acquisitions Valuation Assumptions | The contractual terms of the agreement does not provide for and the Company does not expect to declare dividends in the near future. Key assumptions used to apply this pricing model as of the date of issuance, December 31, 2014 and December 31, 2015 are presented in the table below: 6% Note Issued on 15% Note Issued on 8% Note Issued on 8% Note Issued on 8% Notes Issued on 8% Notes Issued on August 2, 2013 March 19, 2014 November 19, 2014 December 16, 2014 January 5, 2015 January 5, 2015 Common stock closing price $ 4.15 $ 3.87 $ 1.70 $ 1.53 $ 1.75 $ 1.75 Conversion per share price $ 3.73 $ 3.29 $ 1.45 $ 1.30 $ 1.33 $ 1.33 Conversion shares 804,764 151,999 172,672 77,061 112,402 749,344 Expected life (in years) 3.0 1.0 3.0 3.0 3.0 3.0 Expected volatility 110 % 62 % 74 % 74 % 73 % 73 % Call option value $ 2.82 $ 1.19 $ 0.90 $ 0.81 $ 0.97 $ 0.97 Risk-free interest rate 0.59 % 0.15 % 1.10 % 1.10 % 0.90 % 0.90 % Dividends 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 Common stock closing price $ 1.73 $ 1.73 $ 1.73 $ 1.73 NA NA Conversion per share price $ 1.49 $ 1.47 $ 1.26 $ 1.26 NA NA Conversion shares 2,008,032 340,020 199,177 77,061 NA NA Expected life (in years) 1.6 0.2 2.9 3.0 NA NA Expected volatility 64 % 66 % 74 % 74 % NA NA Call option value $ 0.64 $ 0.35 $ 0.77 $ 0.78 NA NA Risk-free interest rate 0.67 % 0.40 % 1.10 % 1.10 % NA NA Dividends 0.00 % 0.00 % 0.00 % 0.00 % NA NA December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 Common stock closing price $ 1.00 NA NA $ 1.00 $ 1.00 $ 1.00 Conversion per share price $ 1.00 NA NA $ 0.76 $ 1.00 $ 1.00 Conversion shares 3,000,000 NA NA 132,188 150,000 475,000 Expected life (in years) 0.6 NA NA 2.0 2.0 2.0 Expected volatility 85 % NA NA 75 % 75 % 75 % Call option value $ 0.26 NA NA $ 0.49 $ 0.41 $ 0.41 Risk-free interest rate 0.65 % NA NA 0.98 % 0.98 % 0.98 % Dividends 0.00 % NA NA 0.00 % 0.00 % 0.00 % |
Schedule of Assets Acquired and Liabilities Assumed Recorded At Estimated Fair Values | 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: 2015 Acquisitions BGR: The Burger Joint BTs Burger Joint Little Big Burger Total Consideration paid: Common stock $ 1,000,000 $ 1,000,848 $ 2,061,469 $ 4,062,317 Cash 4,276,429 1,400,000 3,600,000 9,276,429 Total consideration paid $ 5,276,429 $ 2,400,848 $ 5,661,469 $ 13,338,746 Cash acquired 11,000 8,000 234,638 253,638 Property and equipment 2,164,023 1,511,270 1,711,990 5,387,283 Goodwill 663,037 978,350 2,938,279 4,579,666 Trademark/trade name/franchise fee 2,750,000 - 1,550,000 4,300,000 Inventory, deposits and other assets 296,104 103,451 73,780 473,334 Amounts held in escrow to satisfy acquired liabilities - - 675,000 675,000 Total assets acquired, less cash 5,884,164 2,601,071 7,183,686 15,668,921 Liabilities assumed (607,735 ) (200,223 ) (949,857 ) (1,757,815 ) Deferred tax liabilities - - (572,360 ) (572,360 ) Total consideration paid $ 5,276,429 $ 2,400,848 $ 5,661,469 $ 13,338,746 2014 Acquisitions Hooters Hooters Australia The Pacific NW Spoon April 1, 2014 July 1, 2014 Burger Co. Total Consideration paid: Common stock $ 2,891,156 $ 828,750 $ - $ - $ 300,000 $ 4,019,906 Warrants 978,000 280,400 - 123,333 - 1,381,733 Assumption of debt - - - 5,000,000 - 5,000,000 Cash - - 100,000 - 250,000 350,000 Total consideration paid 3,869,156 1,109,150 100,000 5,123,333 550,000 10,751,639 Cash acquired $ 2,274 $ 21,636 $ 3,617 $ - $ - $ 27,527 Current assets, excluding cash 112,078 89,817 377,296 47,777 9,926 636,894 Property and equipment 2,731,031 391,462 2,934,307 1,603,557 284,795 7,945,152 Goodwill 1,951,909 698,583 - 8,487,138 256,379 11,394,009 Trademark/trade name/franchise fee 60,937 - 277,867 220,500 - 559,304 Deposits and other assets 20,275 5,193 90,371 20,186 - 136,025 Total assets acquired, less cash 4,878,504 1,206,691 3,683,458 10,379,158 551,100 20,698,911 Liabilities assumed (1,009,348 ) (97,541 ) (1,560,710 ) (1,496,536 ) (1,100 ) (4,165,235 ) Non-controlling interest - - (993,999 ) (3,759,289 ) - (4,753,288 ) Chanticleer equity - - (1,028,749 ) - - (1,028,749 ) Total consideration paid $ 3,869,156 $ 1,109,150 $ 100,000 $ 5,123,333 $ 550,000 $ 10,751,639 |
Schedule of Business Combination Pro Forma Information | 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. Years Ended December 31, 2015 2014 Total revenues $ 51,194,287 $ 53,738,800 Loss from continuing operations (16,039,046 ) (5,147,010 ) Gain (loss) frorm discontinued operations 53,350 (920,960 ) Loss attributable to non-controlling interest 2,319,117 263,307 Net loss $ (13,666,579 ) $ (5,804,663 ) Net loss per share, basic and diluted $ (0.96 ) $ (0.92 ) Weighted average shares outstanding, basic and diluted 14,245,437 6,332,843 |
Schedule of Business Combination Operating Income Loss | The following table includes information from the Companys 2015 acquisitions, the results of which are included in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2015: 2015 Acquisitions BGR: The Burger Joint BTs Burger Joint Little Big Burger Total Revenues $ 7,028,700 $ 1,845,400 $ 1,346,400 $ 10,220,500 Cost of sales 2,254,100 550,600 483,100 3,287,800 Other expenses 4,994,400 1,136,600 648,700 6,779,700 Operating income (loss) $ (219,800 ) $ 158,200 $ 214,600 $ 153,000 The following table includes information from the Companys 2014 acquisitions, the results of which are included in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2014: 2014 Acquisitions Hooters Pacific NW Spoon Hooters Australia The Burger Co. Total Revenues $ 4,382,492 $ 1,207,688 $ 5,613,381 $ 81,539 $ 11,285,100 Cost of sales 1,239,726 529,974 1,564,198 33,305 3,367,203 Other expenses 3,340,963 915,661 4,330,224 30,847 8,617,695 Operating income (loss) $ (198,197 ) $ (237,947 ) $ (281,041 ) $ 17,387 $ (699,798 ) |
Hooters Australia [Member] | |
Schedule of Acquisitions Valuation Assumptions | Acquisitions of Hooters Australia: Assumptions: Risk-free interest rate 1.62 % Expected life 5 years Expected volatility 109.1 % Dividends 0 % |
Hooters Pacific NW and Spoon [Member] | |
Schedule of Acquisitions Valuation Assumptions | Acquisitions of Hooters Pacific NW and Spoon: Assumptions: Risk-free interest rate 0.79 % Expected life 5 years Expected volatility 89.1 % Dividends 0 % |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Sale Securities Available | Investments at fair value consist of the following at December 31, 2015 and 2014. Unrecognized Realized Gain Holding Fair Holding on Cost Gains (Losses) Value Loss Sale December 31, 2015 Appalachian Mountain Brewery $ 1,500 $ 16,046 $ 17,546 $ - $ - KSIX Media Holdings, Inc. 261,831 (248,055 ) 13,776 - - $ 263,331 $ (232,009 ) $ 31,322 $ - $ - December 31, 2014 Appalachian Mountain Brewery $ 1,500 $ 23,300 $ 24,800 $ - $ 46,292 KSIX Media Holdings, Inc. 261,831 (251,269 ) 10,562 - - $ 263,331 $ (227,969 ) $ 35,362 $ - $ 46,292 |
Schedule of Investments at Fair Value | 2015 2014 Available-for-sale investments at fair value $ 31,322 $ 35,362 Total $ 31,322 $ 35,362 |
Schedule of Available for Sale Securities | Activity in our available-for-sale securities may be summarized as follows: 2015 2014 Cost $ 263,331 $ 263,331 Unrealized loss (232,009 ) (227,969 ) Total $ 31,322 $ 35,362 |
Schedule of Investments at Cost | Investments at cost consist of the following at December 31, 2015 and 2014: 2015 2014 Chanticleer Investors, LLC $ 800,000 $ 800,000 Beachers Madhouse - 500,000 Edison Nation LLC (FKA Bouncing Brain Productions) 250,000 250,000 $ 1,050,000 $ 1,550,000 |
Summary of Activity in Investments Accounted for Using Cost Method | A summary of the activity in investments accounted for using the cost method follows. 2015 2014 Investments at cost: Balance, beginning of year $ 1,550,000 $ 1,550,000 Impairment - - New investments - - Sales (500,000 ) - Total $ 1,050,000 $ 1,550,000 |
Schedule of Investments Accounted for Using Equity Method | Activity in investments accounted for using the equity method is summarized as follows: 2014 Balance, beginning of year $ 941,963 Equity in loss (40,694 ) New investments 100,000 Reclassification of investments (1,001,269 ) Balance, end of year $ - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Operating Results From Discontinued Operations | The operating results from the discontinued operations for the years ended December 31, 2015 and 2014 consisted of the following: 2015 2014 Total revenue $ - $ 1,207,688 Total operating income (expenses) 53,350 (1,445,636 ) Non-cash charge on disposal of Spoon - (683,012 ) Net gain (loss) from discontinued operations $ 53,350 $ (920,960 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following at December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Leasehold improvements $ 11,988,993 $ 9,940,517 Restaurant furniture and equipment 10,622,806 7,827,925 Construction in progress - 727,934 Office and computer equipment 10,643 51,746 Land and buildings 708,020 437,223 Office furniture and fixtures 104,450 60,302 23,434,912 19,045,647 Accumulated depreciation and amortization (6,793,680 ) (5,730,238 ) $ 16,641,232 $ 13,315,409 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill is summarized by location as follows: December 31, 2015 December 31, 2014 American Burger Company $ 2,806,990 $ 2,806,990 BGR: The Burger Joint 663,037 - Little Big Burger 2,938,279 - BTs Burger Joint 978,350 - Just Fresh 425,151 425,151 Hooters South Africa 206,503 273,737 Hooters Australia - 7,291,329 West End Wings UK 2,733,001 2,868,192 Hooters Pacific NW 1,950,828 1,951,909 Total $ 12,702,139 $ 15,617,308 |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are summarized as follows: Years Ended December 31, 2015 December 31, 2014 Beginning Balance $ 15,617,308 $ 6,496,756 Acquisitions 4,579,666 11,394,009 Divestures - (698,583 ) Impairment (6,803,537 ) - Adjustments (1,081 ) (169,000 ) Foreign currency translation (loss) gain (690,217 ) (1,405,874 ) Ending Balance $ 12,702,139 $ 15,617,308 |
Schedule of Other Intangible Assets | Franchise and trademark/tradename intangible assets consist of the following at December 31, 2015 and December 31, 2014. Intangible assets Estimated Useful Life December 31, 2015 December 31, 2014 Trademark, Tradenames: Just Fresh 10 years $ 1,010,000 $ 1,010,000 American Roadside Burger 10 years 1,786,930 1,783,954 BGR: The Burger Joint Indefinite 1,430,000 - Little Big Burger Indefinite 1,550,000 - 5,776,930 2,793,954 Franchise fees: South Africa 20 years 286,732 290,986 Europe 20 years 57,566 106,506 Australia 20 years 353,775 383,529 Hooters Pacific NW 20 years 90,000 90,000 BGR: The Burger Joint Indefinite 1,320,000 - Chanticleer Holdings * 20 years 135,000 135,000 2,243,073 1,006,021 Total Intangibles at cost 8,020,003 3,799,975 Accumulated amortization (737,928 ) (403,472 ) Intangible assets, net $ 7,282,074 $ 3,396,503 * Amortization of the Chanticleer Holdings franchise cost (related to Brazil franchise rights) will begin with the opening of a restaurant pursuant to that franchise right. |
Future Amortization for Franchise Costs and Trade Name/Trademarks | Amortization for franchise costs and trade name/trademarks are as follows: Franchise fees Trademark / Tradenames Total December 31, 2016 $ 61,590 $ 279,693 $ 341,283 2017 61,590 279,693 341,283 2018 61,590 279,693 341,283 2019 61,590 279,693 341,283 2020 61,590 279,693 341,283 Thereafter 307,195 968,464 1,275,659 Total $ 615,145 $ 2,366,929 $ 2,982,074 |
Long-Term Debt and Notes Paya34
Long-Term Debt and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt and Notes Payable | Long-term debt and notes payable are summarized as follows. December 31, 2015 December 31, 2014 Note Payable, due January 2017, net of discount of $171,868 and $343,733, respectively (a) $ 4,828,132 $ 4,656,267 Note Payable, due June 2019 (b) - 500,000 Note Payable, due January 2017 (c) 942,918 - Note Payable, due October 2018 (d) 132,596 176,731 Mortgage Note, South Africa, due July 2024 (e) 208,131 294,362 Bank overdraft facilities, South Africa, annual renewal (f) 180,377 151,868 Equipment financing arrangements, South Africa (g) 189,489 343,702 Bank line of Credit, expired in 2015 (h) - 500,000 Loans, paid in full in 2015 (i) - 200,000 Total long-term debt $ 6,481,643 $ 6,822,930 Current portion of long-term debt 5,383,002 1,813,647 Long-term debt, less current portion $ 1,098,641 $ 5,009,283 (a) On July 1, 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) in exchange for the assumption of a five million dollar ($5,000,000) note bearing interest at 12% annually and issuing two hundred fifty thousand (250,000) warrants to purchase shares of our common stock. (b) During February 2014, the Company entered into a $500,000 note with Paragon Commercial Bank (Paragon) due June 10, 2019. The note bears interest at a 5.0% annual rate, with principal and interest payable monthly. This note was paid in full in 2015 using proceeds from a new note with Paragon (refer to item (c) below). (c) and (h) On April 11, 2013, the Company and entered into a credit agreement with Paragon which provided for a $500,000 revolving credit facility. The original credit agreement (h) expired on May 10, 2015 and was subsequently converted to a new$1 million term note (c) payable in monthly installments of $8,500 with a $399,078 balloon payment due at maturity, bearing interest at 5.0%; collateralized by substantially all of the Companys assets and guaranteed by an officer of the Company. (d) Note with Paragon, due on October 10, 2018, bearing interest at a 5% annual rate, with principal and interest monthly payments of $11,532. Borrowings under the Note Payable are secured by a lien on all of the Companys assets. Obligations under the Credit Agreement are guaranteed by an officer of the Company. (e) 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 commenced 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. (f) The Companys South African subsidiary has local bank financing in the form of term and overdraft facilities, which are payable on demand and renew annually. (g) The Companys South African subsidiary has three local equipment financing arrangements in the form of term loans. These arrangements call for 1) monthly payments of 45 thousand Rand, including interest at South African Prime +1.0%, maturing on June 14, 2016, 2) monthly payments of 44 thousand Rand, including interest South African Prime +3.0%, maturing on November 15, 2019 and 3) monthly payments of 34 thousand Rand, including interest at South African Prime + 3.0% maturing on December 1, 2018. (i) On December 23, 2013, the Company entered into a loan agreement with an outside company for $150,000. During 2014, made payments totaling $50,000 and repaid the loan in full during 2015. On June 20, 2014, the Company entered into a loan agreement with an outside company for $100,000. During 2015, the Company issued 100,000 shares of its common stock to repay the loan, accrued interest and penalties in full. The Company recognized a loss on extinguishment of debt of $45,000 representing the difference between the fair value of the shares issued and the carrying value of the outstanding debt and accrued interest. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Notes Payable | December 31, 2015 December 31, 2014 6% Convertible notes payable issued in August 2013 (a) $ 3,000,000 $ 3,000,000 Discounts on above convertible note (583,341 ) (1,583,333 ) 15% Convertible notes payable issued in March 2014 (b) - 500,000 Discounts on above convertible note - (63,730 ) 8% Convertible notes payable issued in Nov/Dec 2014 (c) 100,000 350,000 Discounts on above convertible note - (289,254 ) 8% Convertible notes payable issued in January 2015 (d) 150,000 - Discounts on above convertible note (93,231 ) - 8% Convertible notes payable issued in January 2015 (e) 475,000 - Discounts on above convertible note (238,152 ) - 2,810,276 1,913,683 Current portion of convertible notes payable (2,810,276 ) (436,270 ) Convertible notes payable, less current portion $ - $ 1,477,413 |
Fair Value Measurements, Valuation Assumptions of Embedded Conversion Feature and Warrant | The contractual terms of the agreement does not provide for and the Company does not expect to declare dividends in the near future. Key assumptions used to apply this pricing model as of the date of issuance, December 31, 2014 and December 31, 2015 are presented in the table below: 6% Note Issued on 15% Note Issued on 8% Note Issued on 8% Note Issued on 8% Notes Issued on 8% Notes Issued on August 2, 2013 March 19, 2014 November 19, 2014 December 16, 2014 January 5, 2015 January 5, 2015 Common stock closing price $ 4.15 $ 3.87 $ 1.70 $ 1.53 $ 1.75 $ 1.75 Conversion per share price $ 3.73 $ 3.29 $ 1.45 $ 1.30 $ 1.33 $ 1.33 Conversion shares 804,764 151,999 172,672 77,061 112,402 749,344 Expected life (in years) 3.0 1.0 3.0 3.0 3.0 3.0 Expected volatility 110 % 62 % 74 % 74 % 73 % 73 % Call option value $ 2.82 $ 1.19 $ 0.90 $ 0.81 $ 0.97 $ 0.97 Risk-free interest rate 0.59 % 0.15 % 1.10 % 1.10 % 0.90 % 0.90 % Dividends 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 December 31, 2014 Common stock closing price $ 1.73 $ 1.73 $ 1.73 $ 1.73 NA NA Conversion per share price $ 1.49 $ 1.47 $ 1.26 $ 1.26 NA NA Conversion shares 2,008,032 340,020 199,177 77,061 NA NA Expected life (in years) 1.6 0.2 2.9 3.0 NA NA Expected volatility 64 % 66 % 74 % 74 % NA NA Call option value $ 0.64 $ 0.35 $ 0.77 $ 0.78 NA NA Risk-free interest rate 0.67 % 0.40 % 1.10 % 1.10 % NA NA Dividends 0.00 % 0.00 % 0.00 % 0.00 % NA NA December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 Common stock closing price $ 1.00 NA NA $ 1.00 $ 1.00 $ 1.00 Conversion per share price $ 1.00 NA NA $ 0.76 $ 1.00 $ 1.00 Conversion shares 3,000,000 NA NA 132,188 150,000 475,000 Expected life (in years) 0.6 NA NA 2.0 2.0 2.0 Expected volatility 85 % NA NA 75 % 75 % 75 % Call option value $ 0.26 NA NA $ 0.49 $ 0.41 $ 0.41 Risk-free interest rate 0.65 % NA NA 0.98 % 0.98 % 0.98 % Dividends 0.00 % NA NA 0.00 % 0.00 % 0.00 % |
Capital Leases Payable (Tables)
Capital Leases Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Schedule of Lease Payments for Capital Leases | Capital leases payable at December 31, 2015 and 2014 is associated with the South African operations and consists of the following: December 31, 2015 December 31, 2014 Capital lease payable, bearing interest at 10%, through August 2017 $ 5,231 $ 10,502 Capital lease payable, bearing interest at 11.5%, through December 2017 26,869 - Capital lease payable, bearing interest at 11.5%, through July 2016 7,786 26,489 Capital lease payable, bearing interest at 11.5%, through November 2016 15,386 40,336 Capital lease payable, bearing interest at 10%, through March 2015 - 1,333 Total capital leases payable 55,272 78,660 Current maturities 39,303 42,032 Capital leases payable, less current maturities $ 15,969 $ 36,628 |
Schedule of Future Minimum Lease Payments for Capital Leases | The current capital leases cover point of sale and other equipment for five of the South African restaurants. Annual requirements for capital lease obligations are as follows: December 31, Amount 2016 $ 43,385 2017 17,508 Total minimum lease payments 60,893 Less: amount representing interest 5,621 Present Value of Net Minimum Lease Payments $ 55,272 |
Accounts Payable and Accrued 37
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are summarized as follows: December 31, 2015 December 31, 2014 Accounts payable $ 4,086,566 $ 3,382,818 Accrued taxes (VAT, GST, Sales, Payroll) 1,010,584 1,604,829 Accrued income taxes 27,709 92,618 Accrued interest 380,406 499,866 $ 5,505,265 $ 5,580,131 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The breakout of the loss from continuing operations before income taxes between domestic and foreign operations is below: 2015 2014 Loss from continuing operations before income taxes United States $ 12,702,520 $ 5,442,499 Foreign 1,618,905 759,875 $ 14,321,425 $ 6,202,374 |
Schedule of Components of Income Tax Expense (Benefit) | The Income Tax (benefit) provision consists of the following: Foreign Current $ 93,037 $ 55,486 Deferred 103,461 (267,960 ) U.S. Federal Current - 318 Deferred (4,502,404 ) (1,266,980 ) State & Local Current - - Deferred (529,695 ) (149,056 ) Change in Valuation Allowance 5,023,169 1,151,691 $ 187,568 $ (476,501 ) |
Schedule of Effective Income Tax Rate Reconciliation | The (benefit) provision for income tax using statutory U.S. federal tax rate is reconciled to the companys effective tax rate as follows: 2015 2014 Computed expected income tax benefit $ (4,869,285 ) $ (2,093,584 ) State income taxes, net of federal benefit (572,857 ) (205,177 ) Foreign rate differential 143,646 45,883 Australia loss (1,821,463 ) - Prior year true-ups other deferred tax balances 323,485 106,236 Travel, entertainment, and other 82,956 91,045 Capital loss expiration 333,837 - Convertible Debt Issuances and conversions 482,018 - Foreign Tax Expense 93,037 - Fixed asset DTL true-up 27,384 305,796 Noncontrolling interest 881,264 - Other 60,376 121,609 Change in valuation allowance 5,023,169 1,151,691 Total $ 187,568 $ (476,501 ) |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for tax purposes. Major components of deferred tax assets at December 31, 2015 and 2014 were: 2015 2014 Net operating loss carryovers $ 11,846,236 $ 6,773,713 Capital loss carryforwards 154,700 488,500 Section 1231 loss carryovers 15,080 - Charitable contribution carryforwards 16,815 - Derivative liability 468,011 372,931 Unremitted foreign earnings 190,552 - Restaurant startup costs 137,893 - Accrued Expenses 36,182 - Australian equity investment - (26,417 ) Deferred occupancy liabilities 290,500 388,114 Total deferred Tax Assets 13,155,969 7,996,841 Property and equipment (978,585 ) (469,986 ) Convertible debt (811,177 ) (372,931 ) Investments (90,200 ) (84,384 ) Intangibles (1,068,534 ) (957,229 ) Goodwill 785,987 (47,492 ) Total deferred tax liabilities (2,162,509 ) (1,932,022 ) Net deferred tax assets 10,993,460 6,064,819 Valuation Allowance (12,347,231 ) (6,751,703 ) $ (1,353,771 ) $ (686,884 ) |
Schedule of Uncertain Tax Positions | The companys uncertain tax positions for December 31, 2015 and 2014 are as follows: Unrecognized Interest and Tax Benefit Penalties Total Balance at December 31, 2014 $ 419,301 $ - $ 419,301 Increases related to prior year tax positions - - - Decreases related to prior year tax positions (419,301 ) - (419,301 ) Increases related to current year tax positions - - - Settlements during the period - - - Lapse of statute of limitations - - - Balance at December 31, 2015 $ - $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Tables | |
Schedule of Warrants Activity | A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding December 31, 2014 8,715,804 $ 5.49 3.0 Granted 840,500 2.55 Exercised - - Forfeited (50,000 ) 6.25 Outstanding December 31, 2015 9,506,304 $ 4.93 2.0 Exercisable December 31, 2015 9,506,304 $ 4.93 2.0 |
Schedule of Warrants Outstanding | The following table presents information related to stock warrants as of December 31, 2015: Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life in Years Exerciseable Number of Warrants >$5.00 7,439,631 1.9 7,439,631 $4.00-$4.99 - - - $3.00-$3.99 799,901 2.6 799,901 $2.00-$2.99 954,272 3.6 954,272 $1.00-$1.99 312,500 4.0 312,500 9,506,304 9,506,304 |
Schedule of Warrant Amortization | Amortization of debt discounts arising from warrants and convertible debt are summarized as follows at December 31, 2015 and 2014 and for the years then ended: Years Ended December 31, 2015 December 31, 2014 Interest expense $ 2,379,951 $ 336,798 Consulting expense 22,375 771,095 $ 2,402,326 $ 1,107,893 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions Tables | |
Schedule of Non-Interest Bearing Loans and Advances from Related Parties | The Company has received non-interest bearing loans and advances from related parties. The amounts owed by the Company as of December 31, 2015 and 2014 are as follows: December 31, 2015 December 31, 2014 Hoot SA I, LLC $ 12,963 $ 12,196 Hooters Australia- Current Partner 390,779 - Hooters Australia - Former Partner - 1,087,451 Chanticleer Investors, LLC - 199,436 $ 403,742 $ 1,299,083 |
Schedule of Earned Income and Made Advance to Related Parties | The Company has earned income from and made advances to related parties. The amounts owed to the Company at December 31, 2015 and 2014 is as follows: December 31, 2015 December 31, 2014 Hoot SA II, III, IV LLC $ 45,615 $ 46,015 $ 45,615 $ 46,015 |
Segments of Business (Tables)
Segments of Business (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Operating Income (loss) by Segment | The following are revenues and operating income (loss) from continuing operations by segment as of and for the years ended December 31, 2015 and 2014. The Company does not aggregate or review non-current assets at the segment level. Years Ended December 31, 2015 December 31, 2014 Revenue: Hooters Full Service $ 21,931,096 $ 21,284,710 Better Burgers Fast Casual 14,542,094 3,230,519 Just Fresh Fast Casual 5,498,790 4,838,815 Corporate and Other 424,829 489,390 $ 42,396,809 $ 29,843,434 Operating Income (Loss): Hooters Full Service * $ (6,602,559 ) $ (773,447 ) Better Burgers Fast Casual (1,357,055 ) (1,641,363 ) Just Fresh Fast Casual (33,248 ) (62,854 ) Corporate and Other (3,495,054 ) (3,066,644 ) $ (11,487,916 ) $ (5,544,308 ) * Includes $4.9 million non-cash asset impairment charge in 2015 |
Summary of Revenues, Operating Loss, Long-Lived Assets By Geographic Area | The following are revenues, operating loss, and long-lived assets by geographic area as of and for the years ended December 31, 2015 and 2014. Years Ended December 31, 2015 December 31, 2014 Revenue: United States $ 25,528,467 $ 12,941,648 South Africa 6,430,524 6,632,024 Australia 6,453,377 5,613,381 Europe 3,984,441 4,656,381 $ 42,396,809 $ 29,843,434 Operating Income (Loss): United States $ (5,114,687 ) $ (4,886,279 ) South Africa (162,228 ) (373,558 ) Australia * (6,266,695 ) (277,557 ) Europe 55,694 (6,914 ) $ (11,487,916 ) $ (5,544,308 ) * Includes $4.9 million non-cash asset impairment charge in 2015 December 31, 2015 December 31, 2014 Non-current Assets: United States $ 27,956,486 $ 15,434,108 South Africa 2,393,147 2,172,528 Australia 4,781,020 13,068,305 Europe 3,255,977 3,648,133 $ 38,386,630 $ 34,323,074 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Obligations | Rent obligations for are presented below: Total 12/31/2016 $ 4,426,175 12/31/2017 4,055,189 12/31/2018 3,863,009 12/31/2019 3,499,583 12/31/2020 2,839,415 thereafter 8,832,725 $ 27,516,096 |
Disclosure About Fair Value (Ta
Disclosure About Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Measured Assets and Liabilities | 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) December 31, 2015 Assets: Available-for-sale securities $ 31,322 $ 31,322 $ - $ - Liabilities: Embedded conversion feature $ 1,094,000 $ - $ - $ 1,094,000 Warrants $ 137,608 $ 137,608 December 31, 2014 Assets: Available-for-sale securities $ 35,362 $ 35,362 $ - $ - Liabilities: Embedded conversion feature $ 1,610,900 $ - $ - $ 1,610,900 Warrants $ 334,300 $ - $ - $ 334,300 |
Summary of Changes in Fair Value | 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 year ended December 31, 2015 and 2014. Conversion Warrants Feature Total Balance at January 1, 2014 $ - $ 2,146,000 $ 2,146,000 Change in fair value of derivative liability (292,600 ) (935,000 ) (1,227,600 ) Amount included in debt discounts 626,900 399,900 1,026,800 Balance at December 31, 2014 $ 334,300 $ 1,610,900 $ 1,945,200 Change in fair value of derivative liability (196,992 ) (671,600 ) (868,592 ) Amounts included in debt discount - 778,900 778,900 Reclassification in connection with conversion - (623,900 ) (623,900 ) Balance at December 31, 2015 $ 137,308 $ 1,094,300 $ 1,231,608 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) | Mar. 19, 2014USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)Stores | Dec. 31, 2014USD ($) |
Cash | $ 1,500,000 | $ 1,300,000 | ||||
Proceeds from equity issuance | $ 6,000,000 | $ 1,900,000 | $ 7,100,000 | |||
Proceeds from convertible debt | $ 500,000 | $ 2,200,000 | $ 2,150,000 | |||
UK Investment Bank [Member] | Letter of Intent [Member] | ||||||
Line of credit interest rate | 7.50% | |||||
Line of credit balloon payment due date | Mar. 31, 2021 | |||||
UK Investment Bank [Member] | Letter of Intent [Member] | British Pound [Member] | ||||||
Line of credit maximum borrowing | $ 10,000,000 | |||||
US Investment Bank [Member] | Letter of Intent [Member] | ||||||
Line of credit maximum borrowing | $ 10,000,000 | |||||
Minimum [Member] | ||||||
Number of stores | Stores | 6 | |||||
Maximum [Member] | ||||||
Number of stores | Stores | 10 |
Nature of Business - Schedule o
Nature of Business - Schedule of Subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Burger Business [Member] | American Roadside Burgers, Inc [Member] | |
Company name | American Roadside Burgers, Inc. |
Jurisdiction of Incorporation | Delaware, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Roadside McBee, LLC [Member] | |
Company name | American Roadside McBee, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Burger Morehead, LLC [Member] | |
Company name | American Burger Morehead, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Roadside Morrison, LLC [Member] | |
Company name | American Roadside Morrison, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Burger Ally, LLC [Member] | |
Company name | American Burger Ally, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Acquisition, LLC [Member] | |
Company name | BGR Acquisition, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Franchising, LLC [Member] | |
Company name | BGR Franchising, LLC |
Jurisdiction of Incorporation | Virginia, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Operations, LLC [Member] | |
Company name | BGR Operations, LLC |
Jurisdiction of Incorporation | Virginia, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Old Town, LLC [Member] | |
Company name | BGR Old Town, LLC |
Jurisdiction of Incorporation | Maryland, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Dupont, LLC [Member] | |
Company name | BGR Dupont, LLC |
Jurisdiction of Incorporation | Virginia, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Arlington, LLC [Member] | |
Company name | BGR Arlington, LLC |
Jurisdiction of Incorporation | Virginia, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Old Keene Mill, LLC [Member] | |
Company name | BGR Old Keene Mill, LLC |
Jurisdiction of Incorporation | Virginia, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Potomac, LLC [Member] | |
Company name | BGR Potomac, LLC |
Jurisdiction of Incorporation | Maryland, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Cascades, LLC [Member] | |
Company name | BGR Cascades, LLC |
Jurisdiction of Incorporation | Virginia, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Washingtonian, LLC [Member] | |
Company name | BGR Washingtonian, LLC |
Jurisdiction of Incorporation | Maryland, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Tysons, LLC [Member] | |
Company name | BGR Tysons, LLC |
Jurisdiction of Incorporation | Virginia, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Springfield Mall, LLC [Member] | |
Company name | BGR Springfield Mall, LLC |
Jurisdiction of Incorporation | Virginia, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Capitol Burger, LLC [Member] | |
Company name | Capitol Burger, LLC |
Jurisdiction of Incorporation | Maryland, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BT Burger Acquisition, LLC [Member] | |
Company name | BT Burger Acquisition, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BTs Burgerjoint Biltmore, LLC [Member] | |
Company name | BTs Burgerjoint Biltmore, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BTs Burgerjoint Promenade, LLC [Member] | |
Company name | BTs Burgerjoint Promenade, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BTs Burgerjoint Sun Valley, LLC [Member] | |
Company name | BTs Burgerjoint Sun Valley, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BTs Burgerjoint Rivergate LLC [Member] | |
Company name | BTs Burgerjoint Rivergate LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | LBB Acquisition, LLC [Member] | |
Company name | LBB Acquisition, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Cuarto LLC [Member] | |
Company name | Cuarto LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Segundo LLC [Member] | |
Company name | Segundo LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Noveno LLC [Member] | |
Company name | Noveno LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Primero LLC [Member] | |
Company name | Primero LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Septimo LLC [Member] | |
Company name | Septimo LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Quinto LLC [Member] | |
Company name | Quinto LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Octavo LLC [Member] | |
Company name | Octavo LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Sexto LLC [Member] | |
Company name | Sexto LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Just Fresh [Member] | JF Franchising Systems, LLC [Member] | |
Company name | JF Franchising Systems, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 56.00% |
Just Fresh [Member] | JF Restaurants, LLC [Member] | |
Company name | JF Restaurants, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 56.00% |
Pacific Northwest Hooters [Member] | Oregon Owls Nest, LLC [Member] | |
Company name | Oregon Owls Nest, LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Pacific Northwest Hooters [Member] | Jantzen Beach Wings, LLC [Member] | |
Company name | Jantzen Beach Wings, LLC |
Jurisdiction of Incorporation | Oregon, USA |
Percent Owned | 100.00% |
Pacific Northwest Hooters [Member] | Tacoma Wings, LLC [Member] | |
Company name | Tacoma Wings, LLC |
Jurisdiction of Incorporation | Washington, USA |
Percent Owned | 100.00% |
South African Hooters [Member] | Hooters On The Buzz (Pty) Ltd [Member] | |
Company name | Hooters On The Buzz (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 95.00% |
South African Hooters [Member] | Chanticleer South Africa (Pty) Ltd [Member] | |
Company name | Chanticleer South Africa (Pty) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 100.00% |
South African Hooters [Member] | Hooters Emperors Palace (Pty) Ltd. [Member] | |
Company name | Hooters Emperors Palace (Pty.) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 88.00% |
South African Hooters [Member] | Hooters PE (Pty) Ltd [Member] | |
Company name | Hooters PE (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 100.00% |
South African Hooters [Member] | Hooters Ruimsig (Pty) Ltd [Member] | |
Company name | Hooters Ruimsig (Pty) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 100.00% |
South African Hooters [Member] | Hooters Umhlanga (Pty.) Ltd [Member] | |
Company name | Hooters Umhlanga (Pty.) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 90.00% |
South African Hooters [Member] | Hooters SA (Pty) Ltd [Member] | |
Company name | Hooters SA (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 78.00% |
South African Hooters [Member] | Hooters Willows Crossing (Pty) Ltd [Member] | |
Company name | Hooters Willows Crossing (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 100.00% |
Australian Hooters [Member] | HOTR AUSTRALIA PTY LTD [Member] | |
Company name | HOTR AUSTRALIA PTY LTD |
Jurisdiction of Incorporation | Australia |
Percent Owned | 80.00% |
Australian Hooters [Member] | HOTR CAMPBELLTOWN PTY LTD [Member] | |
Company name | HOTR CAMPBELLTOWN PTY LTD |
Jurisdiction of Incorporation | Australia |
Percent Owned | 80.00% |
Australian Hooters [Member] | HOTR GOLD COAST PTY LTD [Member] | |
Company name | HOTR GOLD COAST PTY LTD |
Jurisdiction of Incorporation | Australia |
Percent Owned | 80.00% |
Australian Hooters [Member] | HOTR PARRAMATTA PTY LTD [Member] | |
Company name | HOTR PARRAMATTA PTY LTD |
Jurisdiction of Incorporation | Australia |
Percent Owned | 80.00% |
Australian Hooters [Member] | HOTR PENRITH PTY LTD [Member] | |
Company name | HOTR PENRITH PTY LTD |
Jurisdiction of Incorporation | Australia |
Percent Owned | 80.00% |
Australian Hooters [Member] | HOTR TOWNSVILLE PTY LTD [Member] | |
Company name | HOTR TOWNSVILLE PTY LTD |
Jurisdiction of Incorporation | Australia |
Percent Owned | 80.00% |
European Hooters [Member] | Chanticleer Holdings Limited [Member] | |
Company name | Chanticleer Holdings Limited |
Jurisdiction of Incorporation | Jersey |
Percent Owned | 100.00% |
European Hooters [Member] | West End Wings LTD [Member] | |
Company name | West End Wings LTD |
Jurisdiction of Incorporation | United Kingdom |
Percent Owned | 100.00% |
European Hooters [Member] | Crown Restaurants Kft [Member] | |
Company name | Crown Restaurants Kft. |
Jurisdiction of Incorporation | Hungary |
Percent Owned | 80.00% |
Inactive Entities [Member] | Hooters Brazil [Member] | |
Company name | Hooters Brazil |
Jurisdiction of Incorporation | Brazil |
Percent Owned | 100.00% |
Inactive Entities [Member] | DineOut SA Ltd [Member] | |
Company name | DineOut SA Ltd. |
Jurisdiction of Incorporation | England |
Percent Owned | 89.00% |
Inactive Entities [Member] | Avenel Financial Services, LLC [Member] | |
Company name | Avenel Financial Services, LLC |
Jurisdiction of Incorporation | Nevada, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Avenel Ventures, LLC [Member] | |
Company name | Avenel Ventures, LLC |
Jurisdiction of Incorporation | Nevada, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Chanticleer Advisors, LLC [Member] | |
Company name | Chanticleer Advisors, LLC |
Jurisdiction of Incorporation | Nevada, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Chanticleer Investment Partners, LLC [Member] | |
Company name | Chanticleer Investment Partners, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Dallas Spoon Beverage, LLC [Member] | |
Company name | Dallas Spoon Beverage, LLC |
Jurisdiction of Incorporation | Texas, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Dallas Spoon, LLC [Member] | |
Company name | Dallas Spoon, LLC |
Jurisdiction of Incorporation | Texas, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Hoot Campbelltown Pty Ltd [Member] | |
Company name | Hoot Campbelltown Pty Ltd |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | Chanticleer Holdings Australia Pty, Ltd [Member] | |
Company name | Chanticleer Holdings Australia Pty, Ltd. |
Jurisdiction of Incorporation | Australia |
Percent Owned | 100.00% |
Inactive Entities [Member] | Hoot Australia Pty Ltd [Member] | |
Company name | Hoot Australia Pty Ltd |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | TMIX Management Australia Pty Ltd [Member] | |
Company name | TMIX Management Australia Pty Ltd. |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | Hoot Parramatta Pty Ltd [Member] | |
Company name | Hoot Parramatta Pty Ltd |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | Hoot Penrith Pty Ltd [Member] | |
Company name | Hoot Penrith Pty Ltd |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | Hoot Gold Coast Pty Ltd [Member] | |
Company name | Hoot Gold Coast Pty Ltd |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | Hoot Townsville Pty. Ltd [Member] | |
Company name | Hoot Townsville Pty. Ltd |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | Hoot Surfers Paradise Pty. Ltd [Member] | |
Company name | Hoot Surfers Paradise Pty. Ltd. |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | MVLE DARLING HARBOUR PTY LTD [Member] | |
Company name | MVLE DARLING HARBOUR PTY LTD |
Jurisdiction of Incorporation | Australia |
Percent Owned | 50.00% |
Inactive Entities [Member] | MVLE GAMING PTY LTD [Member] | |
Company name | MVLE GAMING PTY LTD |
Jurisdiction of Incorporation | Australia |
Percent Owned | 100.00% |
Inactive Entities [Member] | American Roadside Cross Hill, LLC [Member] | |
Company name | American Roadside Cross Hill, LLC |
Jurisdiction of Incorporation | North Carolina, USA |
Percent Owned | 100.00% |
Significant Accounting Polici46
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Percentage of equity investment owns less stated cost | 20.00% | |
Amortized on a straight-line basis over estimated useful lives | 10 years | |
Impairment charges | ||
Accrued interest or penalties relating to any tax obligations | ||
Options outstanding | ||
Advertising expense | $ 700,000 | $ 400,000 |
Amortization of debt discount | 2,379,951 | 1,400,392 |
Cash FDIC insured amount | 250,000 | |
Uninsured cash balances | $ 40,000 | $ 100,000 |
Franchise Rights [Member] | ||
Amortized on a straight-line basis over estimated useful lives | 20 years |
Significant Accounting Polici47
Significant Accounting Policies - Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Leasehold Improvements [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 15 years |
Restaurant Furnishings and Equipment [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Restaurant Furnishings and Equipment [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 10 years |
Office Furniture and Fixtures [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Office Furniture and Fixtures [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 10 years |
Office and Computer Equipment [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Office and Computer Equipment [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 7 years |
Significant Accounting Polici48
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 13,387,018 | 11,385,010 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 9,506,304 | 8,715,804 |
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 | 3,757,188 | 2,626,900 |
Convertible Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 123,526 | 42,306 |
Acquisions (Details Narrative)
Acquisions (Details Narrative) - USD ($) | Sep. 30, 2015 | Jul. 02, 2015 | Mar. 16, 2015 | Sep. 09, 2014 | Apr. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Jul. 02, 2014 | Jun. 30, 2014 | Mar. 19, 2014 | Jan. 14, 2014 |
Business Acquisition [Line Items] | ||||||||||||||
Common stock valued | $ 2,134 | $ 725 | ||||||||||||
Class of warrant or right, warrant exercise price | $ 3.50 | $ 5.50 | $ 3.50 | $ 3.50 | $ 5.25 | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||||||
Payments to acquire businesses, gross | $ 300,000 | |||||||||||||
Minimum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Class of warrant or right, warrant exercise price | 2 | |||||||||||||
Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Class of warrant or right, warrant exercise price | $ 7 | |||||||||||||
The Burger Joint [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquistion date | Mar. 15, 2015 | |||||||||||||
Business acquisition purchase price assumption | $ 4,000,000 | |||||||||||||
Business acquisition purchase of shares | 500,000 | |||||||||||||
Common stock valued | $ 1,000,000 | |||||||||||||
Business acquisition purchase of working capital adjustment | $ 276,429 | |||||||||||||
BT's Burger Joint [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquistion date | Jul. 1, 2015 | |||||||||||||
Business acquisition purchase price assumption | $ 1,400,000 | |||||||||||||
Business acquisition purchase of shares | 1,874,063 | 424,080 | ||||||||||||
Common stock valued | $ 1,000,000 | |||||||||||||
Little Big Burger [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquistion date | Sep. 30, 2015 | |||||||||||||
Business acquisition purchase price assumption | $ 3,600,000 | |||||||||||||
Common stock valued | $ 2,100,000 | |||||||||||||
Spoon [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Noncash or part noncash acquisition, noncash financial or equity instrument consideration, warrants issued | 195,000 | |||||||||||||
Spoon [Member] | Minimum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Class of warrant or right, warrant exercise price | $ 5.50 | |||||||||||||
Spoon [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Class of warrant or right, warrant exercise price | $ 7 | |||||||||||||
Hooters Australia [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquistion date | Apr. 1, 2014 | |||||||||||||
Business acquisition purchase price assumption | $ 5,000,000 | |||||||||||||
Class of warrant or right, warrant exercise price | $ 1.71 | |||||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% | |||||||||||||
Percenatge of revenue | 100.00% | |||||||||||||
Percentag eof revenue for use for lifetime of the gaming machines | 60.00% | |||||||||||||
Hooters Australia [Member] | Minimum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 49.00% | |||||||||||||
Hooters Australia [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% | |||||||||||||
Hooters Australian Management [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% | |||||||||||||
The Burger Company [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquistion date | Sep. 9, 2014 | |||||||||||||
Business acquisition purchase price assumption | $ 550,000 | |||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||||||
Payments to acquire businesses, gross | $ 250,000 | |||||||||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 300,000 | |||||||||||||
Australian Hooters Entities [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquistion date | Apr. 1, 2014 | |||||||||||||
Business acquisition, percentage of voting interests acquired | 49.00% | 60.00% | ||||||||||||
Australian Hooters Entities [Member] | Minimum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 49.00% | |||||||||||||
Australian Hooters Entities [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisitions Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Hooters Australia [Member] | |
Business Acquisition [Line Items] | |
Risk-free interest rate | 1.62% |
Expected life | 5 years |
Expected volatility | 109.10% |
Dividends | 0.00% |
Hooters Pacific NW and Spoon [Member] | |
Business Acquisition [Line Items] | |
Risk-free interest rate | 0.79% |
Expected life | 5 years |
Expected volatility | 89.10% |
Dividends | 0.00% |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed Recorded At Estimated Fair Values (Details) - USD ($) | Sep. 09, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Common stock | $ 4,062,317 | $ 4,019,906 | |
Cash | $ 300,000 | ||
Warrants | 1,381,733 | ||
Assumption of debt | 5,000,000 | ||
Total consideration paid | 13,338,746 | 10,155,029 | |
Property and equipment | 5,387,283 | 7,945,152 | |
Current assets, excluding cash | 636,894 | ||
Goodwill | 4,579,666 | 11,394,009 | |
Trademark/trade name/franchise fee | 4,300,000 | 559,304 | |
Inventory, deposits and other assets | 473,334 | 136,025 | |
Amounts held in escrow to satisfy acquired liabilities | 67,500 | ||
Total assets acquired, less cash | 15,668,921 | 20,698,911 | |
Liabilities assumed | (1,757,815) | (4,165,235) | |
Deferred tax liabilities | (2,162,509) | (1,932,022) | |
Non-controlling interest | (4,753,288) | ||
Chanticleer equity | (1,028,749) | ||
Cash acquired | 253,638 | $ 27,527 | |
Hooters Australia July 1, 2014 [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | |||
Warrants | $ 123,333 | ||
Assumption of debt | 5,000,000 | ||
Total consideration paid | 5,123,333 | ||
Property and equipment | 1,603,557 | ||
Current assets, excluding cash | 47,777 | ||
Goodwill | 8,487,138 | ||
Trademark/trade name/franchise fee | 220,500 | ||
Inventory, deposits and other assets | 20,186 | ||
Total assets acquired, less cash | 10,379,158 | ||
Liabilities assumed | (1,496,536) | ||
Non-controlling interest | $ (3,759,289) | ||
Chanticleer equity | |||
Cash acquired | |||
The Burger Joint [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | 1,000,000 | ||
Total consideration paid | 5,276,429 | ||
Property and equipment | 2,164,023 | ||
Goodwill | 663,037 | ||
Trademark/trade name/franchise fee | 2,750,000 | ||
Inventory, deposits and other assets | $ 296,104 | ||
Amounts held in escrow to satisfy acquired liabilities | |||
Total assets acquired, less cash | $ 5,884,164 | ||
Liabilities assumed | (607,735) | ||
Cash acquired | 11,000 | ||
BT's Burger Joint [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | 1,000,848 | ||
Total consideration paid | 2,400,848 | ||
Property and equipment | 1,511,270 | ||
Goodwill | $ 978,350 | ||
Trademark/trade name/franchise fee | |||
Inventory, deposits and other assets | $ 103,451 | ||
Amounts held in escrow to satisfy acquired liabilities | |||
Total assets acquired, less cash | $ 2,601,071 | ||
Liabilities assumed | (200,223) | ||
Cash acquired | 8,000 | ||
Little Big Burger [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | 2,061,469 | ||
Total consideration paid | 5,661,469 | ||
Property and equipment | 1,711,990 | ||
Goodwill | 2,938,279 | ||
Trademark/trade name/franchise fee | 1,550,000 | ||
Inventory, deposits and other assets | 73,780 | ||
Amounts held in escrow to satisfy acquired liabilities | 67,500 | ||
Total assets acquired, less cash | 7,183,686 | ||
Liabilities assumed | (949,857) | ||
Cash acquired | 234,638 | ||
Hooters Pacific NW [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | $ 2,891,156 | ||
Warrants | $ 978,000 | ||
Assumption of debt | |||
Total consideration paid | $ 3,869,156 | ||
Property and equipment | 2,731,031 | ||
Current assets, excluding cash | 112,078 | ||
Goodwill | 1,951,909 | ||
Trademark/trade name/franchise fee | 60,937 | ||
Inventory, deposits and other assets | 20,275 | ||
Total assets acquired, less cash | 4,876,230 | ||
Liabilities assumed | $ (1,009,348) | ||
Non-controlling interest | |||
Chanticleer equity | |||
Cash acquired | $ 2,274 | ||
Spoon [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | 828,750 | ||
Warrants | $ 280,400 | ||
Assumption of debt | |||
Total consideration paid | $ 1,109,150 | ||
Property and equipment | 391,462 | ||
Current assets, excluding cash | 89,817 | ||
Goodwill | $ 698,583 | ||
Trademark/trade name/franchise fee | |||
Inventory, deposits and other assets | $ 5,193 | ||
Total assets acquired, less cash | 1,206,691 | ||
Liabilities assumed | $ (97,541) | ||
Non-controlling interest | |||
Chanticleer equity | |||
Cash acquired | $ 21,636 | ||
Hooters Australia April 1, 2014 [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | |||
Warrants | |||
Assumption of debt | |||
Total consideration paid | $ 100,000 | ||
Property and equipment | 2,934,307 | ||
Current assets, excluding cash | $ 377,296 | ||
Goodwill | |||
Trademark/trade name/franchise fee | $ 277,867 | ||
Inventory, deposits and other assets | 90,371 | ||
Total assets acquired, less cash | 3,683,458 | ||
Liabilities assumed | (1,560,710) | ||
Non-controlling interest | (993,999) | ||
Chanticleer equity | (1,028,749) | ||
Cash acquired | 3,617 | ||
The Burger Company [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | $ 300,000 | ||
Cash | $ 250,000 | ||
Warrants | |||
Assumption of debt | |||
Total consideration paid | $ 550,000 | ||
Property and equipment | 284,795 | ||
Current assets, excluding cash | 9,926 | ||
Goodwill | $ 256,379 | ||
Trademark/trade name/franchise fee | |||
Inventory, deposits and other assets | |||
Total assets acquired, less cash | $ 551,100 | ||
Liabilities assumed | $ (1,100) | ||
Non-controlling interest | |||
Chanticleer equity | |||
Cash acquired |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Combination Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Total revenues | $ 51,194,287 | $ 53,738,800 |
Loss from continuing operations | (16,039,046) | (5,147,010) |
Gain (loss) from discontinued operations | 53,350 | (920,960) |
Loss attributable to non-controlling interest | 2,319,117 | 263,307 |
Net loss | $ (13,666,579) | $ (5,804,663) |
Net loss per share, basic and diluted | $ (0.96) | $ (0.92) |
Weighted average shares outstanding, basic and diluted | 14,245,437 | 6,332,843 |
Acquisitions - Schedule of Bu53
Acquisitions - Schedule of Business Combination Operating Income Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Revenues | $ 42,396,809 | $ 29,843,434 |
Operating income (loss) | (11,487,916) | (5,544,308) |
The Burger Joint [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 7,028,700 | |
Cost of sales | 2,254,100 | |
Other expenses | 4,994,400 | |
Operating income (loss) | (219,800) | |
BT's Burger Joint [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 1,845,400 | |
Cost of sales | 550,600 | |
Other expenses | 1,136,600 | |
Operating income (loss) | 158,200 | |
2015 Acquistions [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 10,220,500 | |
Cost of sales | 3,287,800 | |
Other expenses | 6,779,700 | |
Operating income (loss) | 153,000 | |
Hooters Pacific NW [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 4,382,492 | |
Cost of sales | 1,239,726 | |
Other expenses | 3,340,963 | |
Operating income (loss) | (198,197) | |
Hooters Australia [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 5,613,381 | |
Cost of sales | 1,564,198 | |
Other expenses | 4,330,224 | |
Operating income (loss) | (281,041) | |
The Burger Company [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 81,539 | |
Cost of sales | 33,305 | |
Other expenses | 30,847 | |
Operating income (loss) | 17,387 | |
2014 Acquistions [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 11,285,100 | |
Cost of sales | 3,367,203 | |
Other expenses | 8,617,695 | |
Operating income (loss) | (699,798) | |
Little Big Burger [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 1,346,400 | |
Cost of sales | 483,100 | |
Other expenses | 648,700 | |
Operating income (loss) | $ 214,600 | |
Spoon [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 1,207,688 | |
Cost of sales | 529,974 | |
Other expenses | 915,661 | |
Operating income (loss) | $ (237,947) |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Apr. 02, 2014 | Nov. 30, 2015 | Aug. 31, 2014 | Jul. 31, 2012 | Jun. 30, 2011 | Jan. 24, 2011 | Jun. 30, 2009 | Jan. 26, 2006 | Mar. 31, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | Sep. 09, 2014 | Jul. 02, 2014 | Dec. 31, 2013 |
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Business acquisition, description of acquired entity | We acquired 1,205 units (3.378%) in EE Investors, LLC, whose sole asset is 40% of Edison Nation, LLC (formerly Bouncing Brain Productions, LLC). Edison Nation was formed to provide equity capital for new inventions and help bring them to market. | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||||||||
Hooters Australia [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Acquistion date | Apr. 1, 2014 | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% | ||||||||||||||
Business acquisition purchase price assumption | $ 5,000,000 | ||||||||||||||
Percenatge of revenue | 100.00% | ||||||||||||||
Percentag eof revenue for use for lifetime of the gaming machines | 60.00% | ||||||||||||||
Hooters Australian Management [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% | ||||||||||||||
EE Investors LLC [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Investments in related party | $ 250,000 | ||||||||||||||
HOA LLC [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Equity method investment, ownership percentage | 3.00% | 3.00% | |||||||||||||
Cash distribution | $ 543,130 | $ 830,421 | |||||||||||||
Management fee income | 324,054 | 392,842 | |||||||||||||
Interest and other income | $ 219,076 | $ 437,579 | |||||||||||||
Beachers Madhouse [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Unrealized loss (gain) on securities | $ 169,639 | ||||||||||||||
Investments in related party | $ 500,000 | ||||||||||||||
Controlling interest, ownership percentage | 50.00% | ||||||||||||||
Cash proceeds form sale of investment | $ 330,361 | ||||||||||||||
Minimum [Member] | Hooters Australia [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Business acquisition, percentage of voting interests acquired | 49.00% | ||||||||||||||
Maximum [Member] | Hooters Australia [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% | ||||||||||||||
Appalachian Mountain Brewery [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Numebr of shares held during period | 6,200 | 6,200 | |||||||||||||
Acquisition shares closing price | $ 2.81 | $ 4.01 | |||||||||||||
Unrealized loss (gain) on securities | $ 46,492 | ||||||||||||||
North Carolina Natural Energy [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Shares acquired for management services | 100,000,000 | ||||||||||||||
Share acquired for management services, cost | $ 1,500 | ||||||||||||||
Maximum percentage of share diluted, description | 1.00% | ||||||||||||||
KSIX Media Holdings, Inc [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Unrealized loss (gain) on securities | $ 248,055 | $ 248,055 | |||||||||||||
Shares acquired in exchange of property investments | 700,000 | ||||||||||||||
Exchange of property investments, value | $ 126,000 | ||||||||||||||
Share price | $ 0.12 | $ 0.09 | |||||||||||||
North American Energy One [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Shares acquired for management services | 150,000 | ||||||||||||||
Share acquired for management services, cost | $ 10,500 | ||||||||||||||
North American Energy Two [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Shares acquired for management services | 1,790,440 | ||||||||||||||
Share acquired for management services, cost | $ 125,331 | ||||||||||||||
Reverse stock split | one for twenty-three (1:23) | ||||||||||||||
North American Energy Resource [Member] | Minimum [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Share price | $ 0.05 | ||||||||||||||
North American Energy Resource [Member] | Maximum [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Share price | $ 0.75 | ||||||||||||||
Chanticleer Investors Llc [Member] | |||||||||||||||
Investments Debt And Equity Securities [Line Items] | |||||||||||||||
Equity method investment, ownership percentage | 22.00% | ||||||||||||||
Note receivable that repaid at closing | $ 5,000,000 | ||||||||||||||
Investments in related party | $ 3,550,000 | ||||||||||||||
Percentage of investments in related party | 3.10% | ||||||||||||||
Share investments in related party | $ 500,000 | ||||||||||||||
Individual investor ownership amount | $ 1,750,000 | ||||||||||||||
Payments to acquire additional interest in subsidiaries | $ 300,000 |
Investments - Summary of Sale S
Investments - Summary of Sale Securities Available (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 31,322 | $ 35,362 |
Unrecongnized Holding Gains (Losses) | (232,009) | (227,969) |
Fair Value | $ 31,322 | $ 35,362 |
Realized Holding Loss | ||
Gain on Sale | $ 46,292 | |
Appalachian Mountain Brewery [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 1,500 | 1,500 |
Unrecongnized Holding Gains (Losses) | 16,046 | 23,300 |
Fair Value | $ 17,546 | $ 24,800 |
Realized Holding Loss | ||
Gain on Sale | $ 46,292 | |
KSIX Media Holdings, Inc [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 261,831 | 261,831 |
Unrecongnized Holding Gains (Losses) | (16,046) | (251,269) |
Fair Value | $ 13,776 | $ 10,562 |
Realized Holding Loss | ||
Gain on Sale |
Investments - Schedule of Inves
Investments - Schedule of Investments at Fair Value (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-sale investments at fair value | $ 31,322 | $ 35,362 |
Total | $ 31,322 | $ 35,362 |
Investments - Schedule of Avail
Investments - Schedule of Available for Sale Securities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 31,322 | $ 35,362 |
Total | 31,322 | 35,362 |
Available-for-Sale Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 263,331 | 263,331 |
Unrealized loss | (232,009) | (227,969) |
Total | $ 31,322 | $ 35,362 |
Investments - Schedule of Inv58
Investments - Schedule of Investments At Cost (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | |||
Investments accounted for under the cost method | $ 1,050,000 | $ 1,550,000 | $ 1,550,000 |
Beacher's Madhouse [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Investments accounted for under the cost method | 500,000 | ||
Edison Nation LLC [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Investments accounted for under the cost method | $ 250,000 | 250,000 | |
Chanticleer Investors LLC [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Investments accounted for under the cost method | $ 800,000 | ||
Chanticleer Investors LLC [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Investments accounted for under the cost method | $ 800,000 |
Investments - Summary of Activi
Investments - Summary of Activity In Investments Accounted for Using Cost Method (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | ||
Balance, beginning of year | $ 1,550,000 | $ 1,550,000 |
Impairment | ||
New investments | ||
Sales | $ (500,000) | |
Total | $ 1,050,000 | $ 1,550,000 |
Investments - Schedule of Inv60
Investments - Schedule of Investments Accounted For Using Equity Method (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | ||
Balance, beginning of year | $ 941,963 | |
Equity in loss | (40,694) | |
New investments | 100,000 | |
Reclassification of investments | $ (1,001,269) | |
Balance, end of year |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Number of stock units reacquired | 185,000 | |
Number of stock units reacquired during period, value | $ 446,050 | |
Carrying value of net assets | 1,109,062 | |
Net loss | 683,012 | |
Liabilities from discontinued operation | $ 177,393 | $ 124,043 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Operating Results From Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Total revenue | $ 1,207,688 | |
Total operating income (expenses) | $ 53,350 | (1,445,636) |
Non-cash charge on disposal of Spoon | (683,012) | |
Net gain (loss) from discontinued operations | $ 53,350 | $ (920,960) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Capital leased assets net | $ 196,100 | |
Net book value of property and equipment | 53,497 | |
Depreciation and amortization expense | $ 2,364,967 | $ 1,587,858 |
South African Restaurants [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital leased assets net | 179,320 | |
Net book value of property and equipment | 59,261 | |
Depreciation and amortization expense | $ 74,204 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,434,912 | $ 19,045,647 |
Accumulated depreciation and amortization | (6,793,680) | (5,730,238) |
Property and equipment, net | 16,641,232 | 13,315,409 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,988,993 | 9,940,517 |
Restaurant Equipment and Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,622,806 | 7,827,925 |
Construction In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 727,934 | |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,643 | 51,746 |
Land and Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 708,020 | 437,223 |
Office Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 104,450 | $ 60,302 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Goodwill (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | |||
Goodwill | $ 12,702,139 | $ 15,617,308 | $ 6,496,756 |
Hooters Pacific NW [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 1,951,909 | ||
American Burger Company [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 2,806,990 | $ 2,806,990 | |
BGR The Burger Joint [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 663,037 | ||
Little Big Burger [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 2,938,279 | ||
BT's Burger Joint [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 978,350 | ||
Just Fresh [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 425,151 | $ 425,151 | |
Hooters South Africa [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 206,503 | 273,737 | |
Hooters Australia [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 2,868,192 | ||
West End Wings UK [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 2,733,001 | $ 7,291,329 | |
Hooters Pacific NW [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 1,950,828 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 15,617,308 | $ 6,496,756 |
Acquisitions | $ 4,579,666 | 11,394,009 |
Divestures | $ (698,583) | |
Impairment | $ (6,803,537) | |
Adjustments | (1,081) | $ (169,000) |
Foreign currency translation (loss) gain | (690,217) | (1,405,874) |
Ending Balance | $ 12,702,139 | $ 15,617,308 |
Intangible Assests, Net - Sched
Intangible Assests, Net - Schedule of Other Intangible Assets (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 8,020,003 | $ 3,799,975 | ||
Accumulated amortization | (737,928) | (403,472) | ||
Intangible assets, net | $ 7,282,074 | 3,396,503 | ||
Estimated useful Life | 10 years | |||
Trademarks and Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 5,776,930 | 2,793,954 | ||
Trademarks and Trade Names [Member] | Just Fresh [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 1,010,000 | 1,010,000 | ||
Estimated useful Life | 10 years | |||
Trademarks and Trade Names [Member] | American Roadside Burgers [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 1,786,930 | $ 1,783,954 | ||
Estimated useful Life | 10 years | |||
Trademarks and Trade Names [Member] | BGR The Burger Joint [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 1,430,000 | |||
Estimated useful Life description | Indefinite | |||
Trademarks and Trade Names [Member] | Little Big Burger [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 1,550,000 | |||
Estimated useful Life description | Indefinite | |||
Franchise Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 2,243,073 | $ 1,006,021 | ||
Estimated useful Life | 20 years | |||
Franchise Rights [Member] | BGR The Burger Joint [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 1,320,000 | |||
Estimated useful Life description | Indefinite | |||
Franchise Rights [Member] | Chanticleer Holdings [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | [1] | $ 135,000 | $ 135,000 | |
Estimated useful Life | [1] | 20 years | ||
Franchise Rights [Member] | Hooters Pacific NW and Spoon [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 90,000 | |||
South Africa [Member] | Franchise Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 286,732 | 290,986 | ||
Estimated useful Life | 20 years | |||
Europe [Member] | Franchise Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 57,566 | 106,506 | ||
Estimated useful Life | 20 years | |||
Australia [Member] | Franchise Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 353,775 | $ 383,529 | ||
Estimated useful Life | 20 years | |||
Hooters Pacific NW and Spoon [Member] | Franchise Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 90,000 | |||
Estimated useful Life | 20 years | |||
[1] | Amortization of the Chanticleer Holdings franchise cost (related to Brazil franchise rights) will begin with the opening of a restaurant pursuant to that franchise right. |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization for Franchise Costs and Trade Name/Trademarks (Details) | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,015 | $ 341,022 |
2,016 | 341,022 |
2,017 | 341,022 |
2,018 | 341,022 |
2,019 | 341,022 |
Thereafter | 1,275,659 |
Total | 2,982,074 |
Franchise Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,015 | 61,590 |
2,016 | 61,590 |
2,017 | 61,590 |
2,018 | 61,590 |
2,019 | 61,590 |
Thereafter | 307,195 |
Total | 615,145 |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,015 | 279,432 |
2,016 | 279,432 |
2,017 | 279,432 |
2,018 | 279,432 |
2,019 | 279,432 |
Thereafter | 968,464 |
Total | $ 2,366,929 |
Long-Term Debt and Notes Paya69
Long-Term Debt and Notes Payable - Summary of Long-Term Debt and Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | |||
Total Long-term Debt | $ 6,481,643 | $ 6,822,930 | |
Current portion of long-term debt | 5,383,002 | 1,813,647 | |
Long-term debt, less current portion | 1,098,641 | 5,009,283 | |
Note Payable, due January 2017, net of discount of $171,868 and $343,733, respectively [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [1] | $ 4,828,132 | 4,656,267 |
Note Payable, due June 2019 [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [2] | $ 500,000 | |
Note Payable, due January 2017 [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [3] | $ 942,918 | |
Note Payable, due October 2018 [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [4] | 132,596 | $ 176,731 |
Mortgage Note, South Africa, due July 2024 [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [5] | 208,131 | 294,362 |
Bank overdraft facilities, South Africa, annual renewal [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [6] | 180,377 | 151,868 |
Equipment financing arrangements, South Africa [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [7] | $ 189,489 | 343,702 |
Bank line of Credit, expired in 2015 [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [3] | 500,000 | |
Loans, paid in full in 2015 [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [8] | $ 200,000 | |
[1] | On July 1, 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”) in exchange for the assumption of a five million dollar ($5,000,000) note bearing interest at 12% annually and issuing two hundred fifty thousand (250,000) warrants to purchase shares of our common stock. | ||
[2] | During February 2014, the Company entered into a $500,000 note with Paragon Commercial Bank (“Paragon”) due June 10, 2019. The note bears interest at a 5.0% annual rate, with principal and interest payable monthly. This note was paid in full in 2015 using proceeds from a new note with Paragon (refer to item (c) below). | ||
[3] | On April 11, 2013, the Company and entered into a credit agreement with Paragon which provided for a $500,000 revolving credit facility. The original credit agreement (h) expired on May 10, 2015 and was subsequently converted to a new$1 million term note (c) payable in monthly installments of $8,500 with a $399,078 balloon payment due at maturity, bearing interest at 5.0%; collateralized by substantially all of the Company’s assets and guaranteed by an officer of the Company. | ||
[4] | Note with Paragon, due on October 10, 2018, bearing interest at a 5% annual rate, with principal and interest monthly payments of $11,532. Borrowings under the Note Payable are secured by a lien on all of the Company’s assets. Obligations under the Credit Agreement are guaranteed by an officer of the Company. | ||
[5] | 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 commenced 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. | ||
[6] | The Company’s South African subsidiary has local bank financing in the form of term and overdraft facilities, which are payable on demand and renew annually. | ||
[7] | The Company’s South African subsidiary has three local equipment financing arrangements in the form of term loans. These arrangements call for 1) monthly payments of 45 thousand Rand, including interest at South African Prime +1.0%, maturing on June 14, 2016, 2) monthly payments of 44 thousand Rand, including interest South African Prime +3.0%, maturing on November 15, 2019 and 3) monthly payments of 34 thousand Rand, including interest at South African Prime + 3.0% maturing on December 1, 2018. | ||
[8] | On December 23, 2013, the Company entered into a loan agreement with an outside company for $150,000. During 2014, made payments totaling $50,000 and repaid the loan in full during 2015. On June 20, 2014, the Company entered into a loan agreement with an outside company for $100,000. During 2015, the Company issued 100,000 shares of its common stock to repay the loan, accrued interest and penalties in full. The Company recognized a loss on extinguishment of debt of $45,000 representing the difference between the fair value of the shares issued and the carrying value of the outstanding debt and accrued interest. |
Long-Term Debt and Notes Paya70
Long-Term Debt and Notes Payable - Summary of Long-Term Debt and Notes Payable (Details) (Parenthetical) - USD ($) | Jul. 02, 2014 | Feb. 28, 2014 | Apr. 11, 2013 | Oct. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 09, 2014 | Jun. 20, 2014 | Dec. 23, 2013 |
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||||
Long term note | $ 5,383,002 | $ 1,813,647 | |||||||||
Note payable maturity date | Jan. 31, 2017 | ||||||||||
Shares issued to repay loan | 4,894,692 | 500,000 | 104,000 | ||||||||
Extinguishment of debt | $ 675,000 | ||||||||||
Notes payable net of discount | $ 171,868 | 343,733 | |||||||||
Loan Agreement [Member] | |||||||||||
Note interest rate | 1.00% | ||||||||||
Note payable monthly installment amount | $ 50,000 | ||||||||||
Short term borrowing | $ 100,000 | $ 150,000 | |||||||||
Shares issued to repay loan | 100,000 | ||||||||||
Extinguishment of debt | $ 45,000 | ||||||||||
Paragon Commercial Bank [Member] | |||||||||||
Note interest rate | 5.00% | ||||||||||
Long term note | $ 500,000 | ||||||||||
Note payable maturity date | Jun. 10, 2019 | ||||||||||
Paragon Commercial Bank [Member] | Revolving Credit Facility [Member] | |||||||||||
Note interest rate | 5.00% | ||||||||||
Note payable maturity date | Oct. 10, 2018 | ||||||||||
Note payable monthly installment amount | $ 11,532 | ||||||||||
Paragon Commercial Bank [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||||||||||
Note interest rate | 5.00% | ||||||||||
Line of credit revolving facility | $ 500,000 | ||||||||||
Line of credit term | 1 year | ||||||||||
Note payable monthly installment amount | $ 8,500 | ||||||||||
Note payable balloon payment amount | $ 399,078 | ||||||||||
South African Bank [Member] | Revolving Credit Facility [Member] | |||||||||||
Note interest rate | 2.60% | ||||||||||
Note payable monthly installment amount | $ 4,600 | ||||||||||
Note payable balloon payment amount | $ 330,220 | ||||||||||
Note payable interest rate description | prime currently 9.25%. | ||||||||||
South African Bank [Member] | Revolving Credit Facility [Member] | Equipment Financing Arrangements One [Member] | |||||||||||
Note payable maturity date | Jun. 14, 2016 | ||||||||||
Note payable interest rate description | South African Prime +1.0% | ||||||||||
South African Bank [Member] | Revolving Credit Facility [Member] | Equipment Financing Arrangements One [Member] | South African Rand [Member] | |||||||||||
Note payable monthly installment amount | $ 45 | ||||||||||
South African Bank [Member] | Revolving Credit Facility [Member] | Equipment Financing Arrangements Two [Member] | |||||||||||
Note payable maturity date | Nov. 15, 2019 | ||||||||||
Note payable interest rate description | South African Prime +3.0% | ||||||||||
South African Bank [Member] | Revolving Credit Facility [Member] | Equipment Financing Arrangements Two [Member] | South African Rand [Member] | |||||||||||
Note payable monthly installment amount | $ 44 | ||||||||||
South African Bank [Member] | Revolving Credit Facility [Member] | Equipment Financing Arrangements Three [Member] | |||||||||||
Note payable maturity date | Dec. 1, 2018 | ||||||||||
Note payable interest rate description | South African Prime + 3.0% | ||||||||||
South African Bank [Member] | Revolving Credit Facility [Member] | Equipment Financing Arrangements Three [Member] | South African Rand [Member] | |||||||||||
Note payable monthly installment amount | $ 34 | ||||||||||
Australian Entities [Member] | |||||||||||
Acquistion date | Jul. 1, 2014 | ||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% | ||||||||||
Business acquisition purchase price assumption | $ 5,000,000 | ||||||||||
Note interest rate | 12.00% | ||||||||||
Business acquisition purchase of shares | 250,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Mar. 19, 2014 | Aug. 02, 2013 | Dec. 31, 2015 | Oct. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Jan. 05, 2015 | Dec. 16, 2014 | Nov. 19, 2014 | Mar. 02, 2014 |
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Proceeds from issuance of debt | $ 500,000 | $ 2,200,000 | $ 2,150,000 | |||||||||||||||
Convertible notes payable | $ 2,810,276 | $ 1,913,683 | 2,810,276 | $ 1,913,683 | ||||||||||||||
Amortized debt discount | 2,379,951 | 1,400,392 | ||||||||||||||||
Conversion of convertible debt amount | $ 6,000,000 | $ 1,000,000 | $ 279,362 | |||||||||||||||
Conversion of debt into shares | 4,894,692 | 500,000 | 104,000 | |||||||||||||||
Derivative liabilities | $ 1,094,000 | $ 145,833 | 1,610,900 | $ 1,094,000 | 1,610,900 | |||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Proceeds from issuance of debt | $ 3,000,000 | |||||||||||||||||
Convertible notes payable | $ 3,150,200 | $ 150,000 | $ 100,000 | $ 250,000 | $ 100,000 | $ 500,000 | ||||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | 8.00% | 8.00% | 8.00% | 8.00% | 1.25% | ||||||||||||
Percentage of convertible debt to common stock trading price | 10.00% | 85.00% | 85.00% | 85.00% | 30.00% | |||||||||||||
Conversion price per share | $ 3.73 | $ 1 | ||||||||||||||||
Ceiling price per share | $ 2.82 | 2 | ||||||||||||||||
Issuance of warrants to purchase of common stock | 300,000 | 25,000 | 62,500 | |||||||||||||||
Common stock, exercisable price per share | $ 3 | $ 2.50 | $ 2.50 | $ 2.50 | $ 2.50 | $ 5.25 | ||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||
Fair value of the embedded conversion feature and the warrants | $ 150,200 | $ 108,600 | ||||||||||||||||
Amortized debt discount | 3,000,000 | |||||||||||||||||
Conversion of convertible debt amount | $ 250,000 | 30,314 | $ 500,000 | |||||||||||||||
Conversion of debt into shares | 168,713 | 373,333 | ||||||||||||||||
Derivative liabilities | $ 88,724 | $ 88,724 | $ 36,374 | |||||||||||||||
Convertible Promissory Notes [Member] | Warrants Two [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Conversion of convertible debt amount | 2,265,600 | |||||||||||||||||
Convertible Promissory Notes [Member] | Warrants One [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Conversion of convertible debt amount | $ 884,600 | |||||||||||||||||
Convertible Promissory Notes One [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Convertible notes payable | $ 1,000,000 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||||||||||||||
Percentage of convertible debt to common stock trading price | 85.00% | |||||||||||||||||
Conversion price per share | $ 1 | |||||||||||||||||
Ceiling price per share | $ 2 | |||||||||||||||||
Issuance of warrants to purchase of common stock | 250,000 | |||||||||||||||||
Common stock, exercisable price per share | $ 2.50 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Convertible Promissory Notes One [Member] | Warrants Two [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Fair value of the embedded conversion feature and the warrants | $ 202,358 | |||||||||||||||||
Convertible Promissory Notes One [Member] | Warrants One [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Fair value of the embedded conversion feature and the warrants | 670,300 | |||||||||||||||||
Convertible Promissory Notes One [Member] | Conversion Feature [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Convertible notes payable | $ 525,000 | |||||||||||||||||
Convertible Promissory Notes Two [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Convertible notes payable | $ 1,000,000 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 9.00% | |||||||||||||||||
Conversion price per share | $ 2 | $ 2 | $ 2 | |||||||||||||||
Issuance of warrants to purchase of common stock | 320,000 | |||||||||||||||||
Common stock, exercisable price per share | $ 2.50 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Fair value of the embedded conversion feature and the warrants | $ 315,008 | |||||||||||||||||
Amortized debt discount | $ 455,008 | |||||||||||||||||
Unamortized debt discount | $ 643,371 | $ 643,371 | ||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||||||||||
Conversion price per share | $ 3.29 | $ 3.73 | $ 1.33 | $ 1.3 | $ 1.45 | |||||||||||||
Conversion of convertible debt amount | $ 1,000,000 | |||||||||||||||||
Conversion of debt into shares | 500,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible Notes Payable [Line Items] | ||
Convertible Notes Payable, Total | $ 2,810,276 | $ 1,913,683 |
Current portion of convertible notes payable | $ (2,810,276) | (436,270) |
Convertible notes payable, less current portion | 1,477,413 | |
6% Convertible notes payable issued in November 2013 [Member] | ||
Convertible Notes Payable [Line Items] | ||
Convertible Notes Payable, Total | $ 3,000,000 | 3,000,000 |
Discounts on above convertible note | $ (583,341) | (1,583,333) |
15% Convertible notes payable issued in March 2014 [Member] | ||
Convertible Notes Payable [Line Items] | ||
Convertible Notes Payable, Total | 500,000 | |
Discounts on above convertible note | (63,730) | |
8% Convertible notes payable issued in Nov/Dec 2014 [Member] | ||
Convertible Notes Payable [Line Items] | ||
Convertible Notes Payable, Total | $ 100,000 | 350,000 |
Discounts on above convertible note | $ (289,254) | |
8% Convertible notes payable issued in January 2015 [Member] | ||
Convertible Notes Payable [Line Items] | ||
Convertible Notes Payable, Total | $ 150,000 | |
Discounts on above convertible note | (93,231) | |
8% Convertible notes payable issued in January 2015 [Member] | ||
Convertible Notes Payable [Line Items] | ||
Convertible Notes Payable, Total | 475,000 | |
Discounts on above convertible note | $ (238,152) |
Convertible Notes Payable - S73
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) | Dec. 31, 2015 | Dec. 31, 2014 |
6% Convertible notes payable issued in November 2013 [Member] | ||
Convertible notes payable interest rate | 6.00% | 6.00% |
15% Convertible notes payable issued in March 2014 [Member] | ||
Convertible notes payable interest rate | 15.00% | 15.00% |
8% Convertible notes payable issued in Nov/Dec 2014 [Member] | ||
Convertible notes payable interest rate | 8.00% | 8.00% |
8% Convertible notes payable issued in January 2015 [Member] | ||
Convertible notes payable interest rate | 8.00% | 8.00% |
8% Convertible notes payable issued in January 2015 [Member] | ||
Convertible notes payable interest rate | 8.00% | 8.00% |
Convertible Notes Payable - Fai
Convertible Notes Payable - Fair Value Measurements, Valuation Assumptions of Embedded Conversion Feature and Warrant (Details) - $ / shares | Jan. 05, 2015 | Dec. 16, 2014 | Nov. 19, 2014 | Mar. 19, 2014 | Aug. 02, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 19, 2015 |
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 2.50 | |||||||
Convertible Debt [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1.75 | $ 1.53 | $ 1.70 | $ 3.87 | $ 4.15 | |||
Conversion per share price | $ 1.33 | $ 1.3 | $ 1.45 | $ 3.29 | $ 3.73 | |||
Conversion shares | 112,402 | 77,061 | 172,672 | 151,999 | 804,764 | |||
Expected life (in years) | 3 years | 3 years | 3 years | 1 year | 3 years | |||
Expected volatility | 73.00% | 74.00% | 74.00% | 62.00% | 110.00% | |||
Call option value | $ 0.97 | $ 0.81 | $ 0.90 | $ 1.19 | $ 2.82 | |||
Risk-free interest rate | 0.90% | 1.10% | 1.10% | 0.15% | 0.59% | |||
Dividends | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||
Convertible Debt One [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1.75 | $ 1.73 | ||||||
Conversion per share price | $ 1.33 | $ 1.49 | ||||||
Conversion shares | 749,344 | 2,008,032 | ||||||
Expected life (in years) | 3 years | 1 year 7 months 6 days | ||||||
Expected volatility | 73.00% | 64.00% | ||||||
Call option value | $ 0.97 | $ 0.64 | ||||||
Risk-free interest rate | 0.90% | 0.67% | ||||||
Dividends | 0.00% | 0.00% | ||||||
Convertible Debt Two [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1.73 | |||||||
Conversion per share price | $ 1.47 | |||||||
Conversion shares | 340,020 | |||||||
Expected life (in years) | 2 months 12 days | |||||||
Expected volatility | 66.00% | |||||||
Call option value | $ 0.35 | |||||||
Risk-free interest rate | 0.40% | |||||||
Dividends | 0.00% | |||||||
Convertible Debt Three [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1.73 | |||||||
Conversion per share price | $ 1.26 | |||||||
Conversion shares | 199,177 | |||||||
Expected life (in years) | 2 years 10 months 24 days | |||||||
Expected volatility | 74.00% | |||||||
Call option value | $ 0.77 | |||||||
Risk-free interest rate | 1.10% | |||||||
Dividends | 0.00% | |||||||
Convertible Debt Four [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1.73 | |||||||
Conversion per share price | $ 1.26 | |||||||
Conversion shares | 77,061 | |||||||
Expected life (in years) | 3 years | |||||||
Expected volatility | 74.00% | |||||||
Call option value | $ 0.78 | |||||||
Risk-free interest rate | 1.10% | |||||||
Dividends | 0.00% | |||||||
Convertible Debt Five [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | ||||||||
Conversion per share price | ||||||||
Conversion shares | ||||||||
Expected volatility | ||||||||
Call option value | ||||||||
Risk-free interest rate | ||||||||
Dividends | ||||||||
Convertible Debt Six [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1 | |||||||
Conversion per share price | $ 1 | |||||||
Conversion shares | 3,000,000 | |||||||
Expected life (in years) | 7 months 6 days | |||||||
Expected volatility | 85.00% | |||||||
Call option value | $ 0.26 | |||||||
Risk-free interest rate | 0.65% | |||||||
Dividends | 0.00% | |||||||
Convertible Debt Seven [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | ||||||||
Conversion per share price | ||||||||
Conversion shares | ||||||||
Expected volatility | ||||||||
Call option value | ||||||||
Risk-free interest rate | ||||||||
Dividends | ||||||||
Convertible Debt Eight [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | ||||||||
Conversion per share price | ||||||||
Conversion shares | ||||||||
Expected volatility | ||||||||
Call option value | ||||||||
Risk-free interest rate | ||||||||
Dividends | ||||||||
Convertible Debt Nine [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1 | |||||||
Conversion per share price | $ 0.76 | |||||||
Conversion shares | 132,188 | |||||||
Expected life (in years) | 2 years | |||||||
Expected volatility | 75.00% | |||||||
Call option value | $ 0.49 | |||||||
Risk-free interest rate | 0.98% | |||||||
Dividends | 0.00% | |||||||
Convertible Debt Ten [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1 | |||||||
Conversion per share price | $ 1 | |||||||
Conversion shares | 150,000 | |||||||
Expected life (in years) | 2 years | |||||||
Expected volatility | 75.00% | |||||||
Call option value | $ 0.41 | |||||||
Risk-free interest rate | 0.98% | |||||||
Dividends | 0.00% | |||||||
Convertible Debt Eleven [Member] | ||||||||
Debt Instrument, Redemption [Line Items] | ||||||||
Common stock closing price | $ 1 | |||||||
Conversion per share price | $ 1 | |||||||
Conversion shares | 475,000 | |||||||
Expected life (in years) | 2 years | |||||||
Expected volatility | 75.00% | |||||||
Call option value | $ 0.41 | |||||||
Risk-free interest rate | 0.98% | |||||||
Dividends | 0.00% |
Capital Leases Payable - Schedu
Capital Leases Payable - Schedule of Lease Payments for Capital Leases (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leases Payable [Line Items] | ||
Total capital leases payable | $ 55,272 | $ 78,660 |
Current maturities | 39,303 | 42,032 |
Capital leases payable, less current maturities | 15,969 | 36,628 |
Capital lease payable, bearing interest at 10%, through August 2017 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 5,231 | $ 10,502 |
Capital lease payable, bearing interest at 11.5%, through December 2017 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 26,869 | |
Capital lease payable, bearing interest at 11.5%, through July 2016 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 7,786 | $ 26,489 |
Capital lease payable, bearing interest at 11.5%, through November 2016 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | $ 15,386 | 40,336 |
Capital lease payable, bearing interest at 10%, through March 2015 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | $ 1,333 |
Capital Leases Payable - Sche76
Capital Leases Payable - Schedule of Lease Payments for Capital Leases (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Capital lease payable, bearing interest at 10%, through August 2017 [Member] | ||
Capital lease interest rate | 10.00% | 10.00% |
Capital lease description | through August 2017 | through March 2015 |
Capital lease payable, bearing interest at 11.5%, through December 2017 [Member] | ||
Capital lease interest rate | 11.50% | 10.00% |
Capital lease description | through December 2017 | through August 2017 |
Capital lease payable, bearing interest at 11.5%, through July 2016 [Member] | ||
Capital lease interest rate | 11.50% | 11.50% |
Capital lease description | through July 2016 | through December 2017 |
Capital lease payable, bearing interest at 11.5%, through November 2016 [Member] | ||
Capital lease interest rate | 11.50% | 11.50% |
Capital lease description | through November 2016 | through July 2016 |
Capital lease payable, bearing interest at 10%, through March 2015 [Member] | ||
Capital lease interest rate | 10.00% | 11.50% |
Capital lease description | through March 2015 | through November 2016 |
Capital Leases Payable - Sche77
Capital Leases Payable - Schedule of Future Minimum Lease Payments for Capital Leases (Details) | Dec. 31, 2015USD ($) |
Capital Lease Obligations [Abstract] | |
2,016 | $ 43,385 |
2,017 | 17,508 |
Total minimum lease payments | 60,893 |
Less: amount representing interest | 5,621 |
Present Value of Net Minimum Lease Payments | $ 55,272 |
Accounts Payable and Accrued 78
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Disclosure Text Block [Abstract] | ||
Accounts payable | $ 4,086,566 | $ 3,382,818 |
Accrued taxes (VAT, GST, Sales Payroll) | 1,010,584 | 1,604,829 |
Accrued income taxes | 27,709 | 92,618 |
Accrued interest | $ 380,406 | 499,866 |
Accounts payable and accrued liabilities, total | $ 5,580,131 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Line Items] | ||
Deferred tax assets, operating loss carryforwards, total | $ 11,846,236 | $ 6,773,713 |
Operating loss carryforwards expiration period | beginning in 2031 through 2036 | |
Deferred tax assets, capital loss carryforwards | $ 154,700 | 488,500 |
Capital loss carryforwards expiration period | between 2016 and 2017 | |
Change in valuation allowance | $ 5,023,169 | 1,151,691 |
Liability related to expected to decrease in uncertain tax positions | 501,000 | |
Undistributed earning | 1,100,000 | |
U.S. Federal and State [Member] | ||
Income Tax Disclosure [Line Items] | ||
Deferred tax assets, operating loss carryforwards, total | 29,635,000 | 15,660,000 |
Foreign Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Foreign operating loss carryovers net | 2,284,000 | 1,790,000 |
Foreign Tax Authority [Member] | Hungary [Member] | ||
Income Tax Disclosure [Line Items] | ||
Foreign operating loss carryovers net | 701,000 | 588,000 |
Foreign Tax Authority [Member] | South Africa [Member] | ||
Income Tax Disclosure [Line Items] | ||
Foreign operating loss carryovers net | 1,175,000 | 281,000 |
Foreign Tax Authority [Member] | Australia [Member] | ||
Income Tax Disclosure [Line Items] | ||
Foreign operating loss carryovers net | $ 408,000 | $ 281,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Loss from continuing operations before income taxes | $ 14,321,425 | $ 6,202,374 |
United States [Member] | ||
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Loss from continuing operations before income taxes | 12,702,520 | 5,442,499 |
Foreign Tax Authority [Member] | ||
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Loss from continuing operations before income taxes | $ 1,618,905 | $ 759,875 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Foreign, Current | $ 93,037 | $ 55,486 |
Foreign, Deferred | $ 103,461 | (267,960) |
U.S. Federal, Current | 318 | |
U.S. Federal, Deferred | $ (4,502,404) | $ (1,266,980) |
State & Local, Current | ||
State & Local, Deferred | $ (529,695) | $ (149,056) |
Change in valuation allowance | 5,023,169 | 1,151,691 |
Income tax provision | $ 187,568 | $ (476,501) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Computed "expected" income tax expense benefit | $ (4,869,285) | $ (2,093,584) |
State Income Taxes, net of federal benefit | (572,857) | (205,177) |
Foreign Rate Differential | 143,646 | $ 45,883 |
Australia loss | (1,821,463) | |
Prior year true-ups other deferred tax balances | 323,485 | $ 106,236 |
Travel, entertainment and other | 82,956 | $ 91,045 |
Capital loss expiration | 333,837 | |
Convertible Debt Issuances and conversions | 482,018 | |
Foreign Tax Expense | 93,037 | |
Fixed Asset DTL True-Up | 27,384 | $ 305,796 |
Noncontrolling interest | 881,264 | |
Other | 60,376 | $ 121,609 |
Change in Valuation Allowance | 5,023,169 | 1,151,691 |
Total | $ 187,568 | $ (476,501) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $ 11,846,236 | $ 6,773,713 |
Capital loss carryforwards | 154,700 | $ 488,500 |
Section 1231 loss carryovers | 15,080 | |
Charitable contribution carryforwards | 16,815 | |
Derivative Liability | 468,011 | $ 372,931 |
Unremitted foreign earnings | 190,552 | |
Restaurant startup costs | 137,893 | |
Accrued Expenses | $ 36,182 | |
Australian equity investment | $ (26,417) | |
Deferred Occupancy Liabilities | $ 290,500 | 388,114 |
Total deferred Tax Assets | 13,155,969 | 7,912,457 |
Property and equipment | (978,585) | (469,986) |
Convertible debt | (811,177) | (372,931) |
Investments | (90,200) | (84,384) |
Intangibles | (1,068,534) | (957,229) |
Goodwill | 785,987 | (47,492) |
Total deferred tax liabilities | (2,162,509) | (1,932,022) |
Net deferred tax assets | 10,993,460 | 6,064,819 |
Valuation allowance | (12,347,231) | (6,751,703) |
Net deferred tax assets | $ (1,353,771) | $ (686,884) |
Income Taxes - Schedule of Unce
Income Taxes - Schedule of Uncertain Tax Positions (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Balance at the beginning | $ 419,301 |
Increases related to prior year tax positions | |
Decreases related to prior year tax positions | $ (419,301) |
Increases related to current year tax positions | |
Settlements during the period | |
Lapse of statute of limitations | |
Balance at the end | |
Unrecognized Tax Benefit [Member] | |
Balance at the beginning | $ 419,301 |
Increases related to prior year tax positions | |
Decreases related to prior year tax positions | $ (419,301) |
Increases related to current year tax positions | |
Settlements during the period | |
Lapse of statute of limitations | |
Balance at the end | |
Interest and Penalties [Member] | |
Balance at the beginning | |
Increases related to prior year tax positions | |
Decreases related to prior year tax positions | |
Increases related to current year tax positions | |
Settlements during the period | |
Lapse of statute of limitations | |
Balance at the end |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 30, 2015 | Sep. 22, 2015 | Jul. 02, 2015 | Jun. 19, 2015 | Mar. 16, 2015 | Sep. 09, 2014 | Mar. 19, 2014 | Oct. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jan. 31, 2015 | Nov. 30, 2014 | Oct. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 03, 2014 |
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 45,000,000 | 45,000,000 | 45,000,000 | ||||||||||||||||||
Number of shares available for future issuance | 50,000 | ||||||||||||||||||||
Stock issued during period, shares, new issues | 87,500 | 58,764 | 96,150 | ||||||||||||||||||
Equity issuance price per share | $ 2 | ||||||||||||||||||||
Number of common stock warrants issued during period | 3,899,742 | 26,250 | |||||||||||||||||||
Class of warrant or right, warrant exercise price | $ 5.25 | $ 3.50 | $ 5.50 | $ 3.50 | $ 3.50 | ||||||||||||||||
Class of warrant or right issued | $ 7,062,325 | ||||||||||||||||||||
Stock issued during period, shares, issued for services | 49,800 | ||||||||||||||||||||
Stock issued during period, value, issued for services | $ 279,362 | $ 711,891 | |||||||||||||||||||
Commons stock shares issued during period for accrued interest | $ 100,000 | ||||||||||||||||||||
Commons stock shares issued during period for accrued interest,shares | 100,000 | ||||||||||||||||||||
Stock issued during period, value, new issuance | $ 175,000 | $ 228,857 | |||||||||||||||||||
Proceeds from issuance of warrants | $ 349,544 | ||||||||||||||||||||
Proceeds from issuance of private placement | $ 641,000 | $ 200,000 | |||||||||||||||||||
Sale of stock transaction during period | 4,894,692 | 860,000 | 320,500 | ||||||||||||||||||
Sale of stock transaction during period, value | $ 6,000,000 | ||||||||||||||||||||
Sales price | $ 2.50 | ||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | ||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||||||||||||||
Business acquisition, acquired entity costs purchase price | $ 550,000 | ||||||||||||||||||||
Total contribution amount | 250,000 | ||||||||||||||||||||
Business acquisition cash amount | $ 300,000 | ||||||||||||||||||||
Business acquistion shares | 146,628 | ||||||||||||||||||||
Proceeds from convertible debt | $ 500,000 | $ 2,200,000 | $ 2,150,000 | ||||||||||||||||||
Percentage of secured subordinate convertible | 15.00% | ||||||||||||||||||||
Percentage of purchase shares | 30.00% | ||||||||||||||||||||
Conversion of debt into shares | 4,894,692 | 500,000 | 104,000 | ||||||||||||||||||
Conversion of debt into shares value | $ 6,000,000 | $ 1,000,000 | $ 279,362 | ||||||||||||||||||
Number of common stock shares issued for acquisition of assets | 1,619,646 | ||||||||||||||||||||
Hooters Pacific NW [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Class of warrant or right, warrant exercise price | $ 5.50 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Noncash or part noncash acquisition, noncash financial or equity instrument consideration, common stock and warrants issued, shares | 680,272 | ||||||||||||||||||||
Warrants issued to purchase common stock | 340,136 | ||||||||||||||||||||
Remaining warrants issued to purchase of common stock | 340,136 | ||||||||||||||||||||
Remaining warrants exercisable price per share | $ 7 | ||||||||||||||||||||
Spoon [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Class of warrant or right, warrant exercise price | $ 5.50 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Noncash or part noncash acquisition, noncash financial or equity instrument consideration, common stock and warrants issued, shares | 195,000 | ||||||||||||||||||||
Warrants issued to purchase common stock | 97,500 | ||||||||||||||||||||
Remaining warrants issued to purchase of common stock | 97,500 | ||||||||||||||||||||
Remaining warrants exercisable price per share | $ 7 | ||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Stock issued during period, shares, new issues | 15,000 | ||||||||||||||||||||
Sale of stock transaction during period | 137,500 | ||||||||||||||||||||
Several Investor Relations [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Stock issued during period, shares, new issues | 40,000 | ||||||||||||||||||||
Stock issued during period, shares, issued for services | 98,764 | ||||||||||||||||||||
Stock issued during period, value, issued for services | $ 330,757 | ||||||||||||||||||||
Stock issued during period, value, new issuance | $ 101,900 | ||||||||||||||||||||
BT's Burger Joint [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Number of common stock shares issued for acquisition of assets | 424,080 | ||||||||||||||||||||
Little Big Burger [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Number of common stock shares issued for acquisition of assets | 1,874,063 | ||||||||||||||||||||
Transaction One [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Stock issued during period, shares, new issues | 11,101 | ||||||||||||||||||||
Equity issuance price per share | $ 2 | ||||||||||||||||||||
Number of common stock warrants issued during period | 3,330 | ||||||||||||||||||||
Class of warrant or right, warrant exercise price | $ 3.50 | $ 3.50 | |||||||||||||||||||
Class of warrant or right issued | $ 22,202 | ||||||||||||||||||||
Transaction Two [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Stock issued during period, shares, new issues | 20,750 | ||||||||||||||||||||
Equity issuance price per share | $ 2 | ||||||||||||||||||||
Number of common stock warrants issued during period | 6,225 | ||||||||||||||||||||
Class of warrant or right, warrant exercise price | $ 3.50 | $ 3.50 | |||||||||||||||||||
Class of warrant or right issued | $ 41,500 | ||||||||||||||||||||
Transaction Three [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Stock issued during period, shares, issued for services | 54,837 | ||||||||||||||||||||
Stock issued during period, value, issued for services | $ 108,855 | ||||||||||||||||||||
Transaction Four [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Equity issuance price per share | $ 1.80 | ||||||||||||||||||||
Stock shares issued during period for directors fee | $ 66,000 | ||||||||||||||||||||
Stock shares issued during period for directors fee, shares | 36,667 | ||||||||||||||||||||
Transaction Five [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Equity issuance price per share | $ 2 | ||||||||||||||||||||
Commons stock shares issued during period for accrued interest | $ 135,614 | ||||||||||||||||||||
Commons stock shares issued during period for accrued interest,shares | 67,807 | ||||||||||||||||||||
Transaction Six [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Equity issuance price per share | $ 1.73 | ||||||||||||||||||||
Stock shares issued during period for employee contractual bonus | $ 25,000 | ||||||||||||||||||||
Stock shares issued during period for employee contractual bonus, shares | 14,451 | ||||||||||||||||||||
2015 Transactions One [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Conversion of debt into shares | 373,333 | ||||||||||||||||||||
Conversion of debt into shares value | $ 500,000 | ||||||||||||||||||||
2015 Transactions Two [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Conversion of debt into shares | 168,713 | ||||||||||||||||||||
Conversion of debt into shares value | $ 250,000 | ||||||||||||||||||||
Overallotment Right For Investor [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Sale of stock transaction during period | 860,000 | ||||||||||||||||||||
Sales price | $ 2.50 | ||||||||||||||||||||
2014 Stock Incentive Plan [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Number of shares available for future issuance | 4,000,000 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 20,000,000 | ||||||||||||||||||||
Class of warrant or right, warrant exercise price | $ 2 | ||||||||||||||||||||
Minimum [Member] | Transaction Three [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Equity issuance price per share | $ 1.79 | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 45,000,000 | ||||||||||||||||||||
Class of warrant or right, warrant exercise price | $ 7 | ||||||||||||||||||||
Maximum [Member] | Transaction Three [Member] | |||||||||||||||||||||
Stockholder's Equity [Line Items] | |||||||||||||||||||||
Equity issuance price per share | $ 2.07 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Number of Warrants Outstanding beginning balance, shares | 9,506,304 | 8,715,804 |
Granted, shares | 840,500 | |
Exercised, shares | ||
Forfeited, shares | (50,000) | |
Number of Warrants Outstanding ending balance, shares | 9,506,304 | 9,506,304 |
Exercisable, shares | 9,506,304 | |
Weighted-average exercise price, Outstanding beginning balance | $ 4.93 | $ 5.49 |
Weighted-average exercise price, Granted | $ 2.55 | |
Weighted-average exercise price, Exercised | ||
Weighted-average exercise price, Forfeited | $ 6.25 | |
Weighted-average exercise price, Outstanding ending balance | $ 4.93 | $ 4.93 |
Weighted Average Remaining Life In Years, Outstanding | 2 years | 3 years |
Weighted Average Remaining Life In Years, Exercisable | 2 years | 2 years |
Stockholders' Equity - Schedu87
Stockholders' Equity - Schedule of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 2 years | 3 years |
Warrant [Member] | ||
Number of warrants, outstanding | 9,506,304 | |
Number of warrants exercisable | 9,506,304 | |
Range 1 [Member] | Warrant [Member] | ||
Range of exercise prices, upper limit | $ 5 | |
Number of warrants, outstanding | 7,439,631 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 1 year 9 months 18 days | |
Number of warrants exercisable | 7,439,631 | |
Range 2 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 4 | |
Range of exercise prices, upper limit | $ 4.99 | |
Number of warrants, outstanding | ||
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 0 years | |
Number of warrants exercisable | ||
Range 3 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 3 | |
Range of exercise prices, upper limit | $ 3.99 | |
Number of warrants, outstanding | 799,901 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 2 years 7 months 6 days | |
Number of warrants exercisable | 799,901 | |
Range 4 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 2 | |
Range of exercise prices, upper limit | $ 2.99 | |
Number of warrants, outstanding | 954,272 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 3 years 7 months 6 days | |
Number of warrants exercisable | 954,272 | |
Range 5 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 1 | |
Range of exercise prices, upper limit | $ 1.99 | |
Number of warrants, outstanding | 312,500 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 4 years | |
Number of warrants exercisable | 312,500 |
Stockholders Equity - Schedule
Stockholders Equity - Schedule of Warrant Amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Interest expense | $ 2,379,951 | $ 336,798 |
Consulting expense | 22,375 | 771,095 |
Amortization expense | $ 2,402,326 | $ 1,107,893 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Non-Interest Bearing Loans and Advances from Related Parties (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 403,742 | $ 1,299,083 |
Chanticleer Investors LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 199,436 | |
Hoot SA I, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 12,963 | $ 12,191 |
Hooters Australia-Current Partner [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 390,779 | |
Hooters Australia-Former Partner [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 1,087,451 | |
Chanticleer Investors LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties |
Related Party Transactions - 90
Related Party Transactions - Schedule of Earned Income and Made Advance to Related Parties (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 45,615 | $ 46,015 |
Hoot Sa II, III, IV LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 45,615 | $ 46,015 |
Segments of Business - Schedule
Segments of Business - Schedule of Revenues and Operating Income (loss) by Segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenue: | $ 42,396,809 | $ 29,843,434 | |
Operating loss: | (11,487,916) | (5,544,308) | |
Operating Segments [Member] | |||
Revenue: | 42,396,809 | 29,843,434 | |
Operating loss: | (11,487,916) | (5,544,308) | |
Operating Segments [Member] | Hooters Full Service [Member] | |||
Revenue: | 21,931,096 | 21,284,710 | |
Operating loss: | [1] | (6,602,559) | (773,447) |
Operating Segments [Member] | Better Burgers Fast Casual [Member] | |||
Revenue: | 14,542,094 | 3,230,519 | |
Operating loss: | (1,357,055) | (1,641,363) | |
Operating Segments [Member] | Just Fresh Fast Casual [Member] | |||
Revenue: | 5,498,790 | 4,838,815 | |
Operating loss: | (33,248) | (62,854) | |
Operating Segments [Member] | Corporate and Other [Member] | |||
Revenue: | 424,829 | 489,390 | |
Operating loss: | $ (3,495,054) | $ (3,066,644) | |
[1] | Includes $4.9 million non-cash asset impairment charge in 2015 |
Segments of Business - Summary
Segments of Business - Summary of Revenues, Operating Loss, Long-Lived Assets By Geographic Area (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Segment Reporting Information [Line Items] | |||
Revenue: | $ 42,396,809 | $ 29,843,434 | |
Operating loss: | (11,487,916) | (5,544,308) | |
Long Lived Assets: | 38,386,630 | 34,323,074 | |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue: | 25,528,467 | 12,941,648 | |
Operating loss: | (5,114,687) | (4,886,279) | |
Long Lived Assets: | 27,956,485 | 15,434,108 | |
South Africa [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue: | 6,430,524 | ||
Operating loss: | (162,228) | ||
Long Lived Assets: | 2,393,147 | 2,172,528 | |
Australia [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue: | 6,453,377 | 5,613,381 | |
Operating loss: | [1] | (6,266,695) | (277,557) |
Long Lived Assets: | 4,781,020 | 13,068,305 | |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue: | 3,984,441 | 4,656,381 | |
Operating loss: | 55,694 | (6,914) | |
Long Lived Assets: | $ 3,255,977 | 3,648,133 | |
South Africa [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue: | 6,632,024 | ||
Operating loss: | $ (373,558) | ||
[1] | Includes $4.9 million non-cash asset impairment charge in 2015 |
Commitments and Contingencies93
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Line Items] | |||
Rent expense | $ 2,700,000 | $ 4,100,000 | |
Debt owned amount | $ 480,000 | ||
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). | ||
Maximum gross settlement | $ 675,000 | ||
Attorney's fees | $ 225,000 | ||
Acquisition of shares issued | 1,619,646 | ||
Cash held in escrow | $ 200,000 | ||
Accrued liabilities settlement amount | 675,000 | ||
Restaurants [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Rent expense | 4,100,000 | $ 2,600,000 | |
Non-Restaurants [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Rent expense | $ 34,000 | $ 26,000 |
Disclosures About Fair Value -
Disclosures About Fair Value - Schedule of Fair Value of Measured Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosure [Line Items] | |||
Available-for-sale securities | $ 31,322 | $ 35,362 | |
Embedded conversion feature | 1,094,000 | $ 145,833 | 1,610,900 |
Warrants | 137,608 | 334,300 | |
Quoted Prices In Active Markets of Identical Assets (Level 1) [Member] | |||
Fair Value Disclosure [Line Items] | |||
Available-for-sale securities | $ 31,322 | $ 35,362 | |
Embedded conversion feature | |||
Warrants | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value Disclosure [Line Items] | |||
Available-for-sale securities | |||
Embedded conversion feature | |||
Warrants | |||
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Disclosure [Line Items] | |||
Available-for-sale securities | |||
Embedded conversion feature | $ 1,094,000 | $ 1,610,900 | |
Warrants | $ 137,608 | $ 334,300 |
Disclosures About Fair Value 95
Disclosures About Fair Value - Summary of Changes in Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 1,945,200 | $ 2,146,000 |
Change in fair value of derivative liability | (868,592) | (1,227,600) |
Amount included in debt discounts | 778,900 | 1,026,800 |
Reclassification in connection with conversion | (623,900) | |
Ending balance | 1,231,608 | 1,945,200 |
Conversion Feature [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 1,610,900 | 2,146,000 |
Change in fair value of derivative liability | (671,600) | (935,000) |
Amount included in debt discounts | 778,900 | 399,900 |
Reclassification in connection with conversion | (623,900) | |
Ending balance | 1,094,300 | $ 1,610,900 |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 334,300 | |
Change in fair value of derivative liability | $ (196,992) | $ (292,600) |
Amount included in debt discounts | 626,900 | |
Reclassification in connection with conversion | ||
Ending balance | $ 137,608 | $ 334,300 |
Australia Administration Tran96
Australia Administration Transactions Asset Impairment (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Stores | Oct. 31, 2015USD ($)Stores | Jul. 14, 2015 | |
Net impairment charge | $ | $ 4,500,000 | ||
Minimum [Member] | |||
Number of stores | 6 | ||
Maximum [Member] | |||
Number of stores | 10 | ||
Hooters Australia [Member] | PCS Investments [Member] | |||
Equity ownership percentage | 80.00% | ||
Additional capital | $ | $ 1,000,000 | ||
Number of stores | 5 | ||
Hooters Australia [Member] | Minimum [Member] | |||
Equity ownership percentage | 60.00% | ||
Hooters Australia [Member] | Maximum [Member] | |||
Equity ownership percentage | 80.00% | ||
Hooters [Member] | PCS Investments [Member] | |||
Equity ownership percentage | 20.00% | ||
Additional capital | $ | $ 300,000 | ||
Number of stores | 5 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Dec. 31, 2015GBP (£)Restaurants |
Little Big Burger [Member] | |
Maximum number of restaurants to be open in seattle area | Restaurants | 10 |
UK Investment Bank [Member] | Bond Offering [Member] | UK Pound Sterling [Member] | |
Letter of intent | £ 10,000,000 |
Debt instrument, interest rate, stated percentage | 7.50% |
UK Investment Bank [Member] | Investor Capital [Member] | UK Pound Sterling [Member] | |
Letter of intent | £ 10,000,000 |