Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 12, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Chanticleer Holdings, Inc. | |
Entity Central Index Key | 1,106,838 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 21,337,247 | |
Trading Symbol | HOTR | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,178,000 | $ 1,527,886 |
Accounts and other receivables | 956,741 | 882,263 |
Inventories | 646,759 | 726,624 |
Due from related parties | 45,615 | 45,615 |
Prepaid expenses and other current assets | 480,173 | 636,188 |
TOTAL CURRENT ASSETS | 3,307,288 | 3,818,576 |
Property and equipment, net | 16,409,702 | 16,641,232 |
Goodwill | 12,701,022 | 12,702,139 |
Intangible assets, net | 7,204,514 | 7,282,074 |
Investments at fair value | 29,203 | 31,322 |
Other investments | 1,050,000 | 1,050,000 |
Deposits and other assets | 685,937 | 679,863 |
TOTAL ASSETS | 41,387,666 | 42,205,206 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,447,069 | 5,505,265 |
Current maturities of long-term debt and notes payable, net of discount of $128,899 and $171,868, respectively | (3,130,466) | (2,810,276) |
Current maturities of convertible notes payable, net of debt discount of $594,394 and $914,724, respectively | 3,130,466 | 2,810,276 |
Current maturities of capital leases payable | 33,620 | 39,303 |
Due to related parties | 597,862 | 403,742 |
Deferred rent | 739,405 | 683,793 |
Derivative liabilities | 615,946 | 1,231,608 |
Liabilities of discontinued operations | 124,043 | 124,043 |
TOTAL CURRENT LIABILITIES | $ 17,776,675 | $ 16,181,032 |
Long-term debt, less current maturities, net of debt discount of $ 0 - and $171,868, respectively | ||
Capital leases payable, less current maturities | $ 13,059 | $ 15,969 |
Deferred rent | 1,523,556 | 1,798,660 |
Deferred tax liabilities | 1,386,004 | 1,353,771 |
TOTAL LIABILITIES | $ 21,018,214 | $ 20,448,073 |
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 shares | $ 2,134 | $ 2,134 |
Additional paid in capital | 55,365,597 | 55,365,597 |
Accumulated other comprehensive loss | (791,412) | (987,695) |
Non-controlling interest | 231,210 | 389,810 |
Accumulated deficit | (34,438,077) | (33,012,713) |
TOTAL STOCKHOLDERS' EQUITY | 20,369,452 | 21,757,133 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 41,387,666 | $ 42,205,206 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Debt Instrument Unamortized Discount, Current | $ 594,394 | $ 914,724 |
Debt Instrument Unamortized Discount | 128,899 | 171,868 |
Debt Instrument Unamortized Discount, Noncurrent | $ 0 | $ 171,868 |
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 | 21,337,247 |
Common stock, shares outstanding | 21,337,247 | 21,337,247 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Restaurant sales, net | $ 11,310,632 | $ 8,421,842 |
Gaming income, net | 99,534 | 132,027 |
Management fee income - non-affiliates | 25,000 | 101,221 |
Franchise income | 182,552 | 16,059 |
Total revenue | 11,617,718 | 8,671,149 |
Expenses: | ||
Restaurant cost of sales | 3,776,795 | 2,961,658 |
Restaurant operating expenses | 6,818,391 | 5,068,139 |
Restaurant pre-opening and closing expenses | 7,555 | 206,747 |
General and administrative expenses | 1,761,007 | 1,898,353 |
Depreciation and amortization | 828,655 | 438,637 |
Total expenses | 13,192,403 | 10,573,534 |
Loss from continuing operations | (1,574,685) | (1,902,385) |
Other (expense) income | ||
Interest expense | (609,833) | (704,852) |
Change in fair value of derivative liabilities | $ 615,662 | 338,053 |
Loss on extinguishment of debt | (170,089) | |
Other income (expense) | $ 8,108 | (1,533) |
Total other (expense) income | 13,937 | (538,421) |
Loss from continuing operations before income taxes | (1,560,748) | (2,440,806) |
Income tax benefit (expense) | (36,231) | 32,920 |
Loss from continuing operations | $ (1,596,979) | (2,407,886) |
Loss from discontinued operations, net of taxes | (1,899) | |
Consolidated net loss | $ (1,596,979) | (2,409,785) |
Less: Net loss attributable to non-controlling interest | 171,615 | 141,784 |
Net loss attributable to Chanticleer Holdings, Inc. | (1,425,364) | (2,268,001) |
Net loss attributable to Chanticleer Holdings, Inc.: | ||
Loss from continuing operations | $ (1,425,364) | (2,266,102) |
Loss from discontinued operations | (1,899) | |
Net loss attributable to Chanticleer Holdings, Inc. | $ (1,425,364) | $ (2,268,001) |
Other comprehensive loss: | ||
Unrealized loss on available-for-sale securities | (2,120) | |
Foreign currency translation (loss) gain | 198,403 | $ (1,286,028) |
Total other comprehensive gain (loss) | 196,283 | (1,286,028) |
Comprehensive loss | $ (1,229,081) | $ (3,554,029) |
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: | ||
Continuing operations attributable to common stockholders, basic and diluted | $ (0.07) | $ (0.27) |
Discontinued operations attributable to common stockholders, basic and diluted | ||
Weighted average shares outstanding, basic and diluted | 21,337,247 | 8,249,453 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,596,979) | $ (2,409,785) |
Net loss from discontinued operations | 1,899 | |
Net loss from continuing operations | $ (1,596,979) | (2,407,886) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | $ 828,655 | 438,637 |
Common stock and warrants issued for services | 106,100 | |
Amortization of debt discount | $ 363,159 | 474,874 |
Change in assets and liabilities: | ||
Accounts and other receivables | (74,478) | 19,743 |
Prepaid and other assets | 149,941 | (85,204) |
Inventory | 83,087 | 41,790 |
Accounts payable and accrued liabilities | 983,713 | 777,560 |
Change in amounts payable to non-controlling interest | 175,000 | (479,830) |
Derivative liabilities | (615,662) | (338,053) |
Deferred income taxes | 32,233 | (32,920) |
Deferred rent | (219,492) | (78,785) |
Net cash provided by (used in) operating activities from continuing operations | $ 109,177 | (1,563,974) |
Net cash used in operating activities from discontinued operations | (4,500) | |
Net cash provided by (used in) operating activities | $ 109,177 | (1,568,474) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (256,975) | (262,764) |
Cash paid for acquisitions, net of cash acquired | (72,215) | (4,222,929) |
Net cash used in investing activities from continuing operations | $ (329,190) | (4,485,693) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock and warrants | 7,062,715 | |
Loan proceeds | 2,204,369 | |
Loan repayments | $ (136,575) | (137,079) |
Capital lease payments | (10,783) | $ (14,271) |
Contribution of non-controlling interest | 13,017 | |
Net cash (used in) provided by financing activities from continuing operations | (134,341) | $ 9,115,734 |
Effect of exchange rate changes on cash | 4,468 | 17,174 |
Net increase (decrease) in cash | (349,886) | 3,078,741 |
Cash, beginning of period | 1,527,886 | 245,828 |
Cash, end of period | 1,178,000 | 3,324,569 |
Supplemental cash flow information: | ||
Interest | $ 31,728 | $ 315,476 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Purchase of equipment using capital leases | $ 50,087 | |
Issuance of stock in connection with business combinations | 1,000,000 | |
Debt discount for fair value of warrants and conversion feature issued in connection with debt | 1,233,908 | |
Convertible debt settled through issuance of common stock | 507,428 | |
Long-term debt settled through issuance of common stock | 100,000 | |
Purchases of businesses: | ||
Current assets excluding cash | $ 1,611 | 200,549 |
Property and equipment | 2,154,023 | |
Goodwill | $ 70,604 | 426,038 |
Trade name/trademarks/franchise fees | 2,750,000 | |
Deposits and other assets | 56,921 | |
Liabilities assumed | (364,602) | |
Common stock issued | (1,000,000) | |
Cash acquired | 11,000 | |
Cash paid for acquisitions | $ 72,215 | $ 4,233,929 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Organization Chanticleer Holdings, Inc. and its subsidiaries (together, the Company) are in the business of owning, operating and franchising fast casual dining concepts domestically and internationally. The consolidated financial statements include the accounts of Chanticleer Holdings, Inc. and its subsidiaries. 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 a 13 week period ending on the Sunday closest to each March 31. No events occurred related to the difference between the Companys reporting calendar period- end and the Companys two subsidiaries period ends that materially affected the companys financial position, results of operations, or cash flows. GENERAL The accompanying condensed consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed consolidated financial statements have not been audited. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results for the full year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 31, 2015 and amended on April 26, 2016. Certain amounts for the prior year have been reclassified to conform to the current year presentation. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2016, our cash balance was $1.2 million. At March 31, 2016, the Company had current assets of $3.3 million, current liabilities of $17.8 million, and a working capital deficit of $14.5 million. The Company incurred a loss of $1.4 million during the three months ended March 31, 2016 and had an unrealized loss from available-for-sale securities of $0.02 million and foreign currency translation gains of $0.2 million, resulting in a comprehensive loss of $1.2 million. 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 and reduce operating losses 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. The Company is evaluating the performance of the Australia and Budapest Hooters stores to improve the profitability of those stores. Possible outcomes may include downsizing those operations, or closing or selling some of those stores if profit contributions do not improve in the near term. 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 Joint 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 expect to further improve the Companys financial position thorough non-equity financing transaction; however, there can be no assurances that the Company will be successful in securing or completing any such financings. In the event that such capital is not available, we may then need 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 or continue to operate as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to our significant accounting policies previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015. 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 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. Such fees are recognized as revenue as they are earned. 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 royalty fees, which are based upon a percentage of franchisee revenues, are recognized on the accrual basis as those sales occur. 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 potentially 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 March 31, 2016 and March 31, 2015 that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. March 31, 2016 March 31, 2015 Warrants 9,506,304 9,470,304 Convertible notes payable 3,772,674 2,482,471 Convertible interest 178,770 34,809 Total 13,457,748 11,987,584 Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. This update will be effective for the Company in fiscal year 2017, but early adoption is permitted. The Company is currently evaluating the effect of this update on its consolidated financial statements. In February 2016, the FASB issued 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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. ACQUISITIONS 2016 Acquisitions The Company completed one acquisition during the three months ended March 31, 2016, which was the acquisition of a restaurant location in the Harris YMCA in Charlotte, N.C. to expand our Just Fresh business. The Company allocated the purchase price as of the date of acquisition based on the estimated fair value of the acquired assets and assumed liabilities. In consideration of the purchased assets, the Company paid a purchase price totaling $72,215 in cash, of which $1,611 was allocated to acquired inventory and $70,604 to Goodwill. The equipment and other assets used in the operation of the business are property of the YMCA and no other tangible or identifiable intangible assets other than inventory were acquired, with the balance being allocated to Goodwill. 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. 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 73,779 473,334 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 Unaudited pro forma results of operations for the three month periods ended March 31, 2016 and 2015, as if the Company had acquired majority ownership of all operations acquired during 2015 and 2016 on January 1, 2015 is as follows. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. Three Months Ended March 31, 2016 2015 Total revenues $ 11,655,218 $ 13,158,017 Loss from continuing operations (1,766,494 ) (2,246,306 ) Loss frorm discontinued operations - (1,899 ) Loss attributable to non-controlling interest 173,265 141,784 Net loss $ (1,593,229 ) $ (2,106,421 ) Net loss per share, basic and diluted $ (0.07 ) $ (0.26 ) Weighted average shares outstanding, basic and diluted 21,337,247 8,249,453 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 4. DISCONTINUED OPERATIONS The operating results from the discontinued operations of Spoon restaurant in Dallas, Texas for the three months ended March 31, 2016 and 2015 consisted of the following: Three Months Ended March 31, 2016 March 31, 2015 Total revenue $ - $ - Total operating expenses - 1,899 Net loss from discontinued operations $ - $ (1,899 ) Liabilities from discontinued operations totaled $124,043 as of both March 31, 2016 and December 31, 2015. The Company did not retain any assets related to the discontinued operation and is continuing to monitor and evaluate outstanding claims related to the discontinued operations as each balance sheet period. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT Property and equipment consists of the following: March 31, 2016 December 31, 2015 Leasehold improvements $ 12,255,039 $ 11,988,993 Restaurant furniture and equipment 10,957,284 10,622,806 Office and computer equipment 14,234 10,643 Land and buildings 735,589 708,020 Office furniture and fixtures 108,038 104,450 24,070,184 23,434,912 Accumulated depreciation and amortization (7,660,482 ) (6,793,680 ) $ 16,409,702 $ 16,641,232 Restaurant furnishings and equipment includes assets under capital leases from our South African restaurants totaling $168,734 and $196,100 at cost and $34,986 and $53,497 net book value as of March 31, 2016 and December 31, 2015, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | 6. GOODWILL AND OTHER INTANGIBLE ASSETS, NET Goodwill is summarized by location as follows: March 31, 2016 December 31, 2015 American Burger Company $ 2,806,990 $ 2,806,990 BGR: The Burger Joint 663,037 663,037 Little Big Burger 2,938,279 2,938,279 BTs Burger Joint 978,350 978,350 Just Fresh 495,755 425,151 Hooters South Africa 214,544 206,503 West End Wings UK 2,653,239 2,733,001 Hooters Pacific NW 1,950,828 1,950,828 Total $ 12,701,022 $ 12,702,139 The changes in the carrying amount of goodwill are summarized as follows: Three Months Ended March 31, 2016 March 31, 2015 Beginning Balance $ 12,702,139 $ 15,617,308 Acquisitions 70,604 426,038 Foreign currency loss (71,721 ) (567,607 ) Ending Balance $ 12,701,022 $ 15,475,739 Other intangible assets, consisting of franchise costs, trademarks and tradenames, is summarized by location as follows: Estimated Useful Life March 31, 2016 December 31, 2015 Trademark, Tradenames: Just Fresh 10 years $ 1,010,000 $ 1,010,000 American Roadside Burger 10 years 1,786,930 1,786,930 BGR: The Burger Joint Indefinite 1,430,000 1,430,000 Little Big Burger Indefinite 1,550,000 1,550,000 5,776,930 5,776,930 Franchise fees: South Africa 20 years 297,897 286,732 Europe 20 years 57,956 57,566 Australia 20 years 353,748 353,775 Hooters Pacific NW 20 years 90,000 90,000 BGR: The Burger Joint Indefinite 1,320,000 1,320,000 Chanticleer Holdings * 20 years 135,000 135,000 2,254,601 2,243,072 Total Intangibles at cost 8,031,531 8,020,002 Accumulated amortization (827,017 ) (737,928 ) Intangible assets, net $ 7,204,514 $ 7,282,074 Periods Ended March 31, 2016 March 31, 2015 Amortization expense $ 82,325 $ 68,611 * 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. |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Notes Payable | 7. LONG-TERM DEBT AND NOTES PAYABLE Long-term debt and notes payable are summarized as follows. March 31, 2016 December 31, 2015 Note Payable, due January 2017, net of discount of $128,899 and $171,868, respectively $ 4,871,101 $ 4,828,132 Note Payable, due January 2017 863,802 942,918 Note Payable, due October 2018 121,170 132,596 Mortgage Note, South Africa, due July 2024 212,001 208,131 Bank overdraft facilities, South Africa, annual renewal 162,173 180,377 Equipment financing arrangements, South Africa 176,937 189,489 Total long-term debt $ 6,407,184 $ 6,481,643 Current portion of long-term debt 6,088,264 5,383,002 Long-term debt, less current portion $ 318,920 $ 1,098,641 For the three months ended March 31, 2016 and 2015 amortization of debt discount was $363,159 and $474,874, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. cONVERTIBLE NOTEs PAYABLE Convertible notes payable are summarized as follows. March 31, 2016 December 31, 2015 6% Convertible notes payable issued in August 2013 $ 3,000,000 $ 3,000,000 Discounts on above convertible note (333,342 ) (583,341 ) 8% Convertible notes payable issued in Nov/Dec 2014 100,000 100,000 Discounts on above convertible note - - 8% Convertible notes payable issued in January 2015 150,000 150,000 Discounts on above convertible note (81,655 ) (93,231 ) 8% Convertible notes payable issued in January 2015 475,000 475,000 Discounts on above convertible note (179,537 ) (238,152 ) 3,130,466 2,810,276 Current portion of convertible notes payable (3,130,466 ) (2,810,276 ) Convertible notes payable, less current portion $ - $ - |
Capital Leases Payable
Capital Leases Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Capital Leases Payable | 9. CAPITAL LEASES PAYABLE Capital leases payable are summarized as follows.: March 31, 2016 December 31, 2015 Capital lease payable, bearing interest at 11.5%, through August 2017 $ 4,684 $ 5,231 Capital lease payable, bearing interest at 11.5%, through December 2017 25,516 26,869 Capital lease payable, bearing interest at 11.5%, through July 2016 4,689 7,786 Capital lease payable, bearing interest at 11.5%, through November 2016 11,790 15,386 Total capital leases payable 46,679 55,272 Current maturities 33,620 39,303 Capital leases payable, less current maturities $ 13,059 $ 15,969 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 10. accounts payable and accrued expenses Accounts payable and accrued expenses are summarized as follows: March 31, 2016 December 31, 2015 Accounts payable and accrued expenses $ 4,606,852 $ 4,086,566 Accrued taxes (VAT, GST, Sales Payroll) 1,152,298 1,010,584 Accrued income taxes 53,136 27,709 Accrued interest 634,783 380,406 $ 6,447,069 $ 5,505,265 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders Equity The Company had 45,000,000 shares of its $0.0001 par value common stock authorized at both March 31, 2016 and December 31, 2015. The Company had 21,337,447 shares issued and outstanding at both March 31, 2016 and December 31, 2015, respectively. The Company has 5,000,000 shares of its no par value preferred stock authorized at both March 31, 2016 and December 31, 2015. No preferred shares have been issued or are outstanding to date. There were no issuances or other transactions involving the Companys common or preferred shares during the three months ended March 31, 2016. Options and Warrants 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 have been approved for grant. As of March 31, 2016, the Company had issued 118,340 restricted and unrestricted shares on a cumulative basis under the plan pursuant to compensatory arrangements with employees, board members and outside consultants. No employee stock options have been issued or are outstanding as of March 31, 2016 and December 31, 2015. The Company also has issued warrants to investors in connection with financing transactions in prior periods. A summary of the warrants outstanding and related activity is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding January 1, 2016 9,506,304 $ 4.93 1.8 Granted - - Exercised - - Forfeited - - Outstanding March 31, 2016 9,506,304 $ 4.93 - Exercisable March 31, 2016 9,506,304 $ 4.93 1.8 Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants >$5.00 7,439,631 1.6 7,439,631 $4.00-$4.99 - - - $3.00-$3.99 799,901 2.3 799,901 $2.00-$2.99 954,272 3.3 954,272 $1.00-$1.99 312,500 3.7 312,500 9,506,304 9,506,304 Fair value of any warrant issuances are valued utilizing the Black-Scholes model. The model includes subjective input assumptions that can materially affect the fair value estimates. The Company determined the fair value based on the Binomial Lattice Model and the Black-Scholes Valuation Model to be materially the same. 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. See Note 15 for fair values of warrants requiring liability accounting. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. RELATED PARTY TRANSACTIONS Due to related parties The Company has received advances from related parties as follows: March 31, 2016 December 31, 2015 Hoot SA I, LLC $ 12,963 $ 12,963 Hooters Australia- Current Partner 409,899 390,779 Chanticleer Investors, LLC 175,000 - $ 597,862 $ 403,742 Due from related parties The Company has made advances to related parties. The amounts owed to the Company are as follows: March 31, 2016 December 31, 2015 Hoot SA II, III, IV LLC $ 45,615 $ 45,615 $ 45,615 $ 45,615 The related party advances are all non-interest bearing, uncollateralized advances with no maturity date, except for the Hooters Australia advance which bears interest at an 8% annual rate. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 13. SEGMENT INFORMATION 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 at the group level comprise of: Full Service Hooters, Better Burger Fast Casual and Just Fresh Fast Casual, and Corporate. The following are revenues and operating income (loss) from continuing operations by segment as of and for the periods ended: Three Months Ended March 31, 2016 March 31, 2015 Revenue: Hooters Full Service $ 4,679,854 $ 5,881,922 Better Burgers Fast Casual 5,551,650 1,459,040 Just Fresh Fast Casual 1,361,214 1,305,187 Corporate and Other 25,000 25,000 $ 11,617,718 $ 8,671,149 Operating Income (Loss): Hooters Full Service $ (679,055 ) $ (415,980 ) Better Burgers Fast Casual (68,038 ) (312,662 ) Just Fresh Fast Casual (73,208 ) 42,801 Corporate and Other (754,384 ) (1,216,544 ) $ (1,574,685 ) $ (1,902,385 ) Depreciation and Amortization Hooters Full Service $ 387,490 $ 230,352 Better Burgers Fast Casual 365,132 145,715 Just Fresh Fast Casual 75,123 61,469 Corporate and Other 910 1,101 $ 828,655 $ 438,637 The following are revenues and operating income (loss) from continuing operations for the periods ended March 31, 2016 and 2015 and long-lived assets by geographic area as of March 31, 2016 and December 31, 2015: Three Months Ended March 31, 2016 March 31, 2015 Revenue: United States $ 8,229,146 $ 4,097,542 South Africa 1,214,056 1,677,582 Australia 1,406,488 1,971,597 Europe 768,028 924,428 $ 11,617,718 $ 8,671,149 Operating Income (Loss): United States $ (865,810 ) $ (1,491,129 ) South Africa (60,058 ) (53,628 ) Australia (639,934 ) (365,067 ) Europe (8,883 ) 7,439 $ (1,574,685 ) $ (1,902,385 ) March 31, 2016 December 31, 2015 Non-current Assets: United States $ 27,697,112 $ 27,956,486 South Africa 2,479,867 2,393,147 Australia 4,736,791 4,781,020 Europe 3,166,608 3,255,977 $ 38,080,378 $ 38,386,630 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. COMMITMENTS AND CONTINGENCIES 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 and no liability has been reflected in the accompanying consolidated balance sheets as of March 31, 2016 and 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. v. JF Restaurants, LLC, Case No. 3:13-CV-60-GCM (W.D. N.C.). The claim was filed in the United States District Court for the Western District of North Carolina Charlotte Division and seeks unspecified damages related to the use of certain photographic assets allegedly in violation of the United States copyright laws. The Company has full insurance coverage and has asserted numerous defenses in answer to the complaint, intends to defend itself fully and vigorously and no liability has been reflected in the accompanying consolidated balance sheets as of March 31, 2016 and December 31, 2015. 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 that it will be required 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 March 31, 2016 and 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 | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Disclosures about Fair Value | 15. DISCLOSURES ABOUT FAIR VALUE Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables according to FASB ASC 820 pricing levels. Fair Value Measurement Using Quoted prices in active Significant markets of other Significant identical observable Unobservable Recorded assets inputs Inputs value (Level 1) (Level 2) (Level 3) March 31, 2016 Assets: Available-for-sale securities $ 29,203 $ 29,203 $ - $ - Derivative Liabilities: Embedded conversion feature 520,400 - - 520,400 Warrants 95,546 95,546 December 31, 2015 Assets: Available-for-sale securities $ 31,322 $ 31,322 $ - $ - Derivative Liabilities: Embedded conversion feature 1,094,300 - - 1,094,300 Warrants 137,308 137,308 The Companys available-for-sale equity securities were valued using Level 1 inputs as summarized above. Level 1 inputs are based on unadjusted prices for identical assets in active markets that the Company can access. Level 2 inputs are based on quoted prices for similar assets other than quoted prices in Level 1, quoted prices in markets that are not yet active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets. The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Companys common stock and are classified within Level 3 of the valuation hierarchy. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS Management has evaluated all events and transactions that occurred from April 1, 2016 through the date these condensed consolidated financial statements were issued for subsequent events requiring recognition or disclosure in the condensed consolidated financial statements. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 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. Such fees are recognized as revenue as they are earned. 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 royalty fees, which are based upon a percentage of franchisee revenues, are recognized on the accrual basis as those sales occur. |
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 potentially 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 March 31, 2016 and March 31, 2015 that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. March 31, 2016 March 31, 2015 Warrants 9,506,304 9,470,304 Convertible notes payable 3,772,674 2,482,471 Convertible interest 178,770 34,809 Total 13,457,748 11,987,584 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. This update will be effective for the Company in fiscal year 2017, but early adoption is permitted. The Company is currently evaluating the effect of this update on its consolidated financial statements. In February 2016, the FASB issued 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. |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
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 March 31, 2016 and March 31, 2015 that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. March 31, 2016 March 31, 2015 Warrants 9,506,304 9,470,304 Convertible notes payable 3,772,674 2,482,471 Convertible interest 178,770 34,809 Total 13,457,748 11,987,584 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
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 73,779 473,334 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 |
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. Three Months Ended March 31, 2016 2015 Total revenues $ 11,655,218 $ 13,158,017 Loss from continuing operations (1,766,494 ) (2,246,306 ) Loss frorm discontinued operations - (1,899 ) Loss attributable to non-controlling interest 173,265 141,784 Net loss $ (1,593,229 ) $ (2,106,421 ) Net loss per share, basic and diluted $ (0.07 ) $ (0.26 ) Weighted average shares outstanding, basic and diluted 21,337,247 8,249,453 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Operating Results From Discontinued Operations | The operating results from the discontinued operations of Spoon restaurant in Dallas, Texas for the three months ended March 31, 2016 and 2015 consisted of the following: Three Months Ended March 31, 2016 March 31, 2015 Total revenue $ - $ - Total operating expenses - 1,899 Net loss from discontinued operations $ - $ (1,899 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following: March 31, 2016 December 31, 2015 Leasehold improvements $ 12,255,039 $ 11,988,993 Restaurant furniture and equipment 10,957,284 10,622,806 Office and computer equipment 14,234 10,643 Land and buildings 735,589 708,020 Office furniture and fixtures 108,038 104,450 24,070,184 23,434,912 Accumulated depreciation and amortization (7,660,482 ) (6,793,680 ) $ 16,409,702 $ 16,641,232 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill is summarized by location as follows: March 31, 2016 December 31, 2015 American Burger Company $ 2,806,990 $ 2,806,990 BGR: The Burger Joint 663,037 663,037 Little Big Burger 2,938,279 2,938,279 BTs Burger Joint 978,350 978,350 Just Fresh 495,755 425,151 Hooters South Africa 214,544 206,503 West End Wings UK 2,653,239 2,733,001 Hooters Pacific NW 1,950,828 1,950,828 Total $ 12,701,022 $ 12,702,139 |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are summarized as follows: Three Months Ended March 31, 2016 March 31, 2015 Beginning Balance $ 12,702,139 $ 15,617,308 Acquisitions 70,604 426,038 Foreign currency loss (71,721 ) (567,607 ) Ending Balance $ 12,701,022 $ 15,475,739 |
Schedule of Other Intangible Assets | Other intangible assets, consisting of franchise costs, trademarks and tradenames, is summarized by location as follows: Estimated Useful Life March 31, 2016 December 31, 2015 Trademark, Tradenames: Just Fresh 10 years $ 1,010,000 $ 1,010,000 American Roadside Burger 10 years 1,786,930 1,786,930 BGR: The Burger Joint Indefinite 1,430,000 1,430,000 Little Big Burger Indefinite 1,550,000 1,550,000 5,776,930 5,776,930 Franchise fees: South Africa 20 years 297,897 286,732 Europe 20 years 57,956 57,566 Australia 20 years 353,748 353,775 Hooters Pacific NW 20 years 90,000 90,000 BGR: The Burger Joint Indefinite 1,320,000 1,320,000 Chanticleer Holdings * 20 years 135,000 135,000 2,254,601 2,243,072 Total Intangibles at cost 8,031,531 8,020,002 Accumulated amortization (827,017 ) (737,928 ) Intangible assets, net $ 7,204,514 $ 7,282,074 Periods Ended March 31, 2016 March 31, 2015 Amortization expense $ 82,325 $ 68,611 * 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. |
Long-Term Debt and Notes Paya28
Long-Term Debt and Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt and Notes Payable | Long-term debt and notes payable are summarized as follows. March 31, 2016 December 31, 2015 Note Payable, due January 2017, net of discount of $128,899 and $171,868, respectively $ 4,871,101 $ 4,828,132 Note Payable, due January 2017 863,802 942,918 Note Payable, due October 2018 121,170 132,596 Mortgage Note, South Africa, due July 2024 212,001 208,131 Bank overdraft facilities, South Africa, annual renewal 162,173 180,377 Equipment financing arrangements, South Africa 176,937 189,489 Total long-term debt $ 6,407,184 $ 6,481,643 Current portion of long-term debt 6,088,264 5,383,002 Long-term debt, less current portion $ 318,920 $ 1,098,641 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable are summarized as follows. March 31, 2016 December 31, 2015 6% Convertible notes payable issued in August 2013 $ 3,000,000 $ 3,000,000 Discounts on above convertible note (333,342 ) (583,341 ) 8% Convertible notes payable issued in Nov/Dec 2014 100,000 100,000 Discounts on above convertible note - - 8% Convertible notes payable issued in January 2015 150,000 150,000 Discounts on above convertible note (81,655 ) (93,231 ) 8% Convertible notes payable issued in January 2015 475,000 475,000 Discounts on above convertible note (179,537 ) (238,152 ) 3,130,466 2,810,276 Current portion of convertible notes payable (3,130,466 ) (2,810,276 ) Convertible notes payable, less current portion $ - $ - |
Capital Leases Payable (Tables)
Capital Leases Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Lease Payments for Capital Leases | Capital leases payable are summarized as follows.: March 31, 2016 December 31, 2015 Capital lease payable, bearing interest at 11.5%, through August 2017 $ 4,684 $ 5,231 Capital lease payable, bearing interest at 11.5%, through December 2017 25,516 26,869 Capital lease payable, bearing interest at 11.5%, through July 2016 4,689 7,786 Capital lease payable, bearing interest at 11.5%, through November 2016 11,790 15,386 Total capital leases payable 46,679 55,272 Current maturities 33,620 39,303 Capital leases payable, less current maturities $ 13,059 $ 15,969 |
Accounts Payable and Accrued 31
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are summarized as follows: March 31, 2016 December 31, 2015 Accounts payable and accrued expenses $ 4,606,852 $ 4,086,566 Accrued taxes (VAT, GST, Sales Payroll) 1,152,298 1,010,584 Accrued income taxes 53,136 27,709 Accrued interest 634,783 380,406 $ 6,447,069 $ 5,505,265 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The Company also has issued warrants to investors in connection with financing transactions in prior periods. A summary of the warrants outstanding and related activity is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding January 1, 2016 9,506,304 $ 4.93 1.8 Granted - - Exercised - - Forfeited - - Outstanding March 31, 2016 9,506,304 $ 4.93 - Exercisable March 31, 2016 9,506,304 $ 4.93 1.8 |
Schedule of Warrants Outstanding | Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants >$5.00 7,439,631 1.6 7,439,631 $4.00-$4.99 - - - $3.00-$3.99 799,901 2.3 799,901 $2.00-$2.99 954,272 3.3 954,272 $1.00-$1.99 312,500 3.7 312,500 9,506,304 9,506,304 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Non-Interest Bearing Loans and Advances from Related Parties | The Company has received advances from related parties as follows: March 31, 2016 December 31, 2015 Hoot SA I, LLC $ 12,963 $ 12,963 Hooters Australia- Current Partner 409,899 390,779 Chanticleer Investors, LLC 175,000 - $ 597,862 $ 403,742 |
Schedule of Earned Income and Made Advance to Related Parties | The Company has made advances to related parties. The amounts owed to the Company are as follows: March 31, 2016 December 31, 2015 Hoot SA II, III, IV LLC $ 45,615 $ 45,615 $ 45,615 $ 45,615 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 periods ended: Three Months Ended March 31, 2016 March 31, 2015 Revenue: Hooters Full Service $ 4,679,854 $ 5,881,922 Better Burgers Fast Casual 5,551,650 1,459,040 Just Fresh Fast Casual 1,361,214 1,305,187 Corporate and Other 25,000 25,000 $ 11,617,718 $ 8,671,149 Operating Income (Loss): Hooters Full Service $ (679,055 ) $ (415,980 ) Better Burgers Fast Casual (68,038 ) (312,662 ) Just Fresh Fast Casual (73,208 ) 42,801 Corporate and Other (754,384 ) (1,216,544 ) $ (1,574,685 ) $ (1,902,385 ) Depreciation and Amortization Hooters Full Service $ 387,490 $ 230,352 Better Burgers Fast Casual 365,132 145,715 Just Fresh Fast Casual 75,123 61,469 Corporate and Other 910 1,101 $ 828,655 $ 438,637 |
Summary of Revenues, Operating Loss, Long-Lived Assets By Geographic Area | The following are revenues and operating income (loss) from continuing operations for the periods ended March 31, 2016 and 2015 and long-lived assets by geographic area as of March 31, 2016 and December 31, 2015: Three Months Ended March 31, 2016 March 31, 2015 Revenue: United States $ 8,229,146 $ 4,097,542 South Africa 1,214,056 1,677,582 Australia 1,406,488 1,971,597 Europe 768,028 924,428 $ 11,617,718 $ 8,671,149 Operating Income (Loss): United States $ (865,810 ) $ (1,491,129 ) South Africa (60,058 ) (53,628 ) Australia (639,934 ) (365,067 ) Europe (8,883 ) 7,439 $ (1,574,685 ) $ (1,902,385 ) March 31, 2016 December 31, 2015 Non-current Assets: United States $ 27,697,112 $ 27,956,486 South Africa 2,479,867 2,393,147 Australia 4,736,791 4,781,020 Europe 3,166,608 3,255,977 $ 38,080,378 $ 38,386,630 |
Disclosure About Fair Value (Ta
Disclosure About Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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) March 31, 2016 Assets: Available-for-sale securities $ 29,203 $ 29,203 $ - $ - Derivative Liabilities: Embedded conversion feature 520,400 - - 520,400 Warrants 95,546 95,546 December 31, 2015 Assets: Available-for-sale securities $ 31,322 $ 31,322 $ - $ - Derivative Liabilities: Embedded conversion feature 1,094,300 - - 1,094,300 Warrants 137,308 137,308 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) | 3 Months Ended | ||||
Mar. 31, 2016USD ($)Stores | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Cash | $ 1,200,000 | ||||
Current assets | 3,307,288 | $ 3,818,576 | |||
Current liabilities | 17,776,675 | $ 16,181,032 | |||
Working capital deficit | 14,500,000 | ||||
Net loss | (1,425,364) | $ (2,268,001) | |||
Unrealized loss from available-for-sale securities | (2,120) | ||||
Foreign currency translation gains | 198,403 | $ (1,286,028) | |||
Comprehensive loss | $ 196,283 | (1,286,028) | |||
BGR The Burger Joint [Member] | |||||
Proceeds from debt | 7,100,000 | ||||
Convertible debt | $ 2,200,000 | ||||
BT's Burger Joint [Member] | |||||
Proceeds from debt | $ 1,900,000 | ||||
Little Big Burger [Member] | |||||
Proceeds from debt | $ 6,000,000 | ||||
Minimum [Member] | |||||
Number of stores | Stores | 6 | ||||
Maximum [Member] | |||||
Number of stores | Stores | 10 |
Significant Accounting Polici37
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 13,457,748 | 11,987,584 |
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 | 9,470,304 |
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 | 3,772,674 | 2,482,471 |
Convertible Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 178,770 | 34,809 |
Acquisions (Details Narrative)
Acquisions (Details Narrative) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 15, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 12,701,022 | $ 12,702,139 | $ 15,475,739 | $ 15,617,308 | |||
Just Fresh Business [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business in cash | 72,215 | ||||||
Payment to allocated to acquire inventory | 1,611 | ||||||
Goodwill | $ 70,604 | ||||||
The Burger Joint [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business in cash | $ 4,000,000 | ||||||
Acquistion date | Mar. 15, 2015 | ||||||
Number of common stock shares acquired during the period | 500,000 | ||||||
Number of common stock acquired during the period | $ 1,000,000 | ||||||
Business acquisition purchase of contractual working capital adjustment | $ 276,429 | ||||||
BT's Burger Joint [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business in cash | $ 1,400,000 | ||||||
Goodwill | $ 978,350 | 978,350 | |||||
Acquistion date | Jul. 1, 2015 | ||||||
Number of common stock shares acquired during the period | 424,080 | ||||||
Number of common stock acquired during the period | $ 1,000,000 | ||||||
Little Big Burger [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business in cash | $ 3,600,000 | ||||||
Goodwill | $ 2,938,279 | $ 2,938,279 | |||||
Acquistion date | Sep. 30, 2015 | ||||||
Number of common stock shares acquired during the period | 1,874,063 | ||||||
Number of common stock acquired during the period | $ 2,100,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed Recorded At Estimated Fair Values (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |
Common stock | $ 4,062,317 |
Cash | 9,276,429 |
Cash acquired | 253,638 |
Property and equipment | 5,387,283 |
Goodwill | 4,579,666 |
Trademark/trade name/franchise fee | 4,300,000 |
Inventory, deposits and other assets | 473,334 |
Amounts held in escrow to satisfy acquired liabilities | 675,000 |
Total assets acquired, less cash | 15,668,921 |
Liabilities assumed | (1,757,815) |
Deferred tax liabilities | (572,360) |
Total consideration paid | 13,338,746 |
The Burger Joint [Member] | |
Business Acquisition [Line Items] | |
Common stock | 1,000,000 |
Cash | 4,276,429 |
Cash acquired | 11,000 |
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) |
Deferred tax liabilities | |
Total consideration paid | $ 5,276,429 |
BT's Burger Joint [Member] | |
Business Acquisition [Line Items] | |
Common stock | 1,000,848 |
Cash | 1,400,000 |
Cash acquired | 8,000 |
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) |
Deferred tax liabilities | |
Total consideration paid | $ 2,400,848 |
Little Big Burger [Member] | |
Business Acquisition [Line Items] | |
Common stock | 2,061,469 |
Cash | 3,600,000 |
Cash acquired | 234,638 |
Property and equipment | 1,711,990 |
Goodwill | 2,938,279 |
Trademark/trade name/franchise fee | 1,550,000 |
Inventory, deposits and other assets | 73,779 |
Amounts held in escrow to satisfy acquired liabilities | 675,000 |
Total assets acquired, less cash | 7,183,686 |
Liabilities assumed | (949,857) |
Deferred tax liabilities | (572,360) |
Total consideration paid | $ 5,661,469 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Combination Pro Forma Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Combinations [Abstract] | ||
Total revenues | $ 11,655,218 | $ 13,158,017 |
Loss from continuing operations | $ (1,766,494) | (2,246,306) |
Loss from discontinued operations | (1,899) | |
Loss attributable to non-controlling interest | $ 173,265 | 141,784 |
Net loss | $ (1,593,229) | $ (2,106,421) |
Net loss per share, basic and diluted | $ (0.07) | $ (0.26) |
Weighted average shares outstanding, basic and diluted | 21,337,247 | 8,249,453 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Liabilities from discontinued operation | $ 124,043 | $ 124,043 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Operating Results From Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Total revenue | ||
Total operating expenses | $ 1,899 | |
Net loss from discontinued operations | $ (1,899) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Assets under capital leases net book value | $ 34,986 | $ 53,497 |
South African Restaurants [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets under capital leases at cost | $ 168,734 | $ 196,100 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 24,070,184 | $ 23,434,912 |
Accumulated depreciation and amortization | (7,660,482) | (6,793,680) |
Property and equipment, net | 16,409,702 | 16,641,232 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,255,039 | 11,988,993 |
Restaurant Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,957,284 | 10,622,806 |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,234 | 10,643 |
Land and Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 735,589 | 708,020 |
Office Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 108,038 | $ 104,450 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets, Net - Schedule of Goodwill (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||||
Goodwill | $ 12,701,022 | $ 12,702,139 | $ 15,475,739 | $ 15,617,308 |
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 | 663,037 | ||
Little Big Burger [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 2,938,279 | 2,938,279 | ||
BT's Burger Joint [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 978,350 | 978,350 | ||
Just Fresh [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 495,755 | 425,151 | ||
Hooters South Africa [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 214,544 | 206,503 | ||
West End Wings UK [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 2,653,239 | 2,733,001 | ||
Hooters Pacific NW [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 1,950,828 | $ 1,950,828 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 12,702,139 | $ 15,617,308 |
Acquisitions | 70,604 | 426,038 |
Foreign currency loss | (71,721) | (567,607) |
Ending Balance | $ 12,701,022 | $ 15,475,739 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets, Net - Schedule of Other Intangible Assets (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 8,031,531 | $ 8,020,003 | ||
Accumulated amortization | (827,017) | (737,928) | ||
Intangible assets, net | 7,204,514 | 7,282,074 | ||
Amortization expense | 82,325 | $ 68,611 | ||
Trademarks and Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | 5,776,930 | 5,776,930 | ||
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 | 1,786,930 | ||
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 | 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 | 1,550,000 | ||
Estimated useful Life description | Indefinite | |||
Franchise Fees [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 2,254,601 | 2,243,072 | ||
Franchise Fees [Member] | South Africa [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 297,897 | 286,732 | ||
Estimated useful Life | 20 years | |||
Franchise Fees [Member] | Europe [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 57,956 | 57,566 | ||
Estimated useful Life | 20 years | |||
Franchise Fees [Member] | Australia [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 353,748 | 353,775 | ||
Estimated useful Life | 20 years | |||
Franchise Fees [Member] | Hooters Pacific NW [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 90,000 | 90,000 | ||
Estimated useful Life | 20 years | |||
Franchise Fees [Member] | BGR The Burger Joint [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | $ 1,320,000 | 1,320,000 | ||
Estimated useful Life description | Indefinite | |||
Franchise Fees [Member] | Chanticleer Holdings [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible cost | [1] | $ 135,000 | $ 135,000 | |
Estimated useful Life | [1] | 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. |
Long-Term Debt and Notes Paya48
Long-Term Debt and Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Amortization of debt discount | $ 363,159 | $ 474,874 |
Long-Term Debt and Notes Paya49
Long-Term Debt and Notes Payable - Summary of Long-Term Debt and Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Total Long-term Debt | $ 3,130,466 | $ 2,810,276 |
Current portion of long-term debt | $ (3,130,466) | $ (2,810,276) |
Long-term debt, less current portion | ||
Note Payable, due January 2017, net of discount of $128,899 and $171,868, respectively [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | $ 4,871,101 | $ 4,828,132 |
Note Payable, due January 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 863,802 | 942,918 |
Note Payable, due October 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 121,170 | 132,596 |
Mortgage Note, South Africa, due July 2024 [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 212,001 | 208,131 |
Bank overdraft facilities, South Africa, annual renewal [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 162,173 | 180,377 |
Equipment financing arrangements, South Africa [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | $ 176,937 | $ 189,489 |
Long-Term Debt and Notes Paya50
Long-Term Debt and Notes Payable - Summary of Long-Term Debt and Notes Payable (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Note payable, net of discount | $ 128,899 | $ 171,868 |
Note Payable, due January 2017, net of discount of $128,899 and $171,868, respectively [Member] | ||
Note payable, net of discount | $ 128,899 | $ 171,868 |
Note payable, due date | January 2,017 | January 2,017 |
Note Payable, due January 2017 [Member] | ||
Note payable, due date | January 2,017 | January 2,017 |
Note Payable, due October 2018 [Member] | ||
Note payable, due date | October 2,018 | October 2,018 |
Mortgage Note, South Africa, due July 2024 [Member] | ||
Note payable, due date | July 2,024 | July 2,024 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Convertible Notes Payable [Line Items] | ||
Total Long-term Debt | $ 3,130,466 | $ 2,810,276 |
Current portion of long-term debt | $ (3,130,466) | $ (2,810,276) |
Long-term debt, less current portion | ||
6% Convertible Notes Payable Issued in August 2013 [Member] | ||
Convertible Notes Payable [Line Items] | ||
Total Long-term Debt | $ 3,000,000 | $ 3,000,000 |
Convertible notes discount | (333,342) | (583,341) |
8% Convertible Notes Payable Issued in Nov/Dec 2014 | ||
Convertible Notes Payable [Line Items] | ||
Total Long-term Debt | $ 100,000 | $ 100,000 |
Convertible notes discount | ||
8% Convertible Notes Payable Issued in January 2015 [Member] | ||
Convertible Notes Payable [Line Items] | ||
Total Long-term Debt | $ 150,000 | $ 150,000 |
Convertible notes discount | (81,655) | (93,231) |
8% Convertible Notes Payable Issued in January 2015 [Member] | ||
Convertible Notes Payable [Line Items] | ||
Total Long-term Debt | 475,000 | 475,000 |
Convertible notes discount | $ (179,537) | $ (238,152) |
Convertible Notes Payable - S52
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Note payable, net of discount | $ 128,899 | $ 171,868 |
6% Convertible Notes Payable Issued in August 2013 [Member] | ||
Note payable, due date | August 2,013 | August 2,013 |
8% Convertible Notes Payable Issued in Nov/Dec 2014 | ||
Note payable, due date | Nov/Dec 2014 | Nov/Dec 2014 |
8% Convertible Notes Payable Issued in January 2015 [Member] | ||
Note payable, due date | January 2,015 | January 2,015 |
8% Convertible Notes Payable Issued in January 2015 [Member] | ||
Note payable, due date | January 2,015 | January 2,015 |
Capital Leases Payable - Schedu
Capital Leases Payable - Schedule of Lease Payments for Capital Leases (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Capital Leases Payable [Line Items] | ||
Total capital leases payable | $ 46,679 | $ 55,272 |
Current maturities | 33,620 | 39,303 |
Capital leases payable, less current maturities | 13,059 | 15,969 |
Capital lease payable, bearing interest at 11.5%, through August 2017 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 4,684 | 5,231 |
Capital lease payable, bearing interest at 11.5%, through December 2017 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 25,516 | 26,869 |
Capital lease payable, bearing interest at 11.5%, through July 2016 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 4,689 | 7,786 |
Capital lease payable, bearing interest at 11.5%, through November 2016 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | $ 11,790 | $ 15,386 |
Capital Leases Payable - Sche54
Capital Leases Payable - Schedule of Lease Payments for Capital Leases (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Capital lease payable, bearing interest at 11.5%, through August 2017 [Member] | ||
Capital lease interest rate | 11.50% | 11.50% |
Capital lease description | through August 2017 | through August 2017 |
Capital lease payable, bearing interest at 11.5%, through December 2017 [Member] | ||
Capital lease interest rate | 11.50% | 11.50% |
Capital lease description | through December 2017 | through December 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 July 2016 |
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 November 2016 |
Accounts Payable and Accrued 55
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 4,606,852 | $ 4,086,566 |
Accrued taxes (VAT, GST, Sales Payroll) | 1,152,298 | 1,010,584 |
Accrued income taxes | 53,136 | 27,709 |
Accrued interest | 634,783 | 380,406 |
Accounts payable and accrued expenses | $ 6,447,069 | $ 5,505,265 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stockholder's Equity [Line Items] | ||
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 21,337,247 | 21,337,247 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0 | $ 0 |
Stock issued during period, shares, new issues | 118,340 | |
2014 Stock Incentive Plan [Member] | ||
Stockholder's Equity [Line Items] | ||
Number of shares available for future issuance | 4,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding beginning balance, shares | shares | 9,506,304 |
Granted, shares | shares | |
Exercised, shares | shares | |
Forfeited, shares | shares | |
Number of Warrants Outstanding ending balance, shares | shares | 9,506,304 |
Exercisable, shares | shares | 9,506,304 |
Weighted-average exercise price, Outstanding beginning balance | $ / shares | $ 4.93 |
Weighted-average exercise price, Granted | $ / shares | |
Weighted-average exercise price, Exercised | $ / shares | |
Weighted-average exercise price, Forfeited | $ / shares | |
Weighted-average exercise price, Outstanding ending balance | $ / shares | $ 4.93 |
Exercisable, Weighted-average exercise price | $ / shares | $ 4.93 |
Weighted Average Remaining Life In Years, Outstanding | 1 year 9 months 18 days |
Weighted Average Remaining Life In Years, Exercisable | 1 year 9 months 18 days |
Stockholders' Equity - Schedu58
Stockholders' Equity - Schedule of Warrants Outstanding (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 1 year 9 months 18 days |
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 | $ / shares | $ 5 |
Number of warrants, outstanding | 7,439,631 |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 1 year 7 months 6 days |
Number of warrants exercisable | 7,439,631 |
Range 2 [Member] | Warrant [Member] | |
Range of exercise prices, lower limit | $ / shares | $ 4 |
Range of exercise prices, upper limit | $ / shares | $ 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 | $ / shares | $ 3 |
Range of exercise prices, upper limit | $ / shares | $ 3.99 |
Number of warrants, outstanding | 799,901 |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 2 years 3 months 18 days |
Number of warrants exercisable | 799,901 |
Range 4 [Member] | Warrant [Member] | |
Range of exercise prices, lower limit | $ / shares | $ 2 |
Range of exercise prices, upper limit | $ / shares | $ 2.99 |
Number of warrants, outstanding | 954,272 |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 3 years 3 months 18 days |
Number of warrants exercisable | 954,272 |
Range 5 [Member] | Warrant [Member] | |
Range of exercise prices, lower limit | $ / shares | $ 1 |
Range of exercise prices, upper limit | $ / shares | $ 1.99 |
Number of warrants, outstanding | 312,500 |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 3 years 8 months 12 days |
Number of warrants exercisable | 312,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Mar. 31, 2016 |
Hooters Australia [Member] | |
Annual interest rate | 8.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Non-Interest Bearing Loans and Advances from Related Parties (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 597,862 | $ 403,742 |
Chanticleer Investors LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 175,000 | |
Hoot SA I, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 12,963 | 12,963 |
Hooters Australia-Current Partner [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 409,899 | $ 390,779 |
Chanticleer Investors LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties |
Related Party Transactions - 61
Related Party Transactions - Schedule of Earned Income and Made Advance to Related Parties (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 45,615 | $ 45,615 |
Hoot Sa II, III, IV LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 45,615 | $ 45,615 |
Segment Information - Schedule
Segment Information - Schedule of Revenues and Operating Income (loss) by Segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | $ 11,617,718 | $ 8,671,149 |
Operating Income (Loss): | (1,574,685) | (1,902,385) |
Depreciation and Amortization | 828,655 | 438,637 |
Operating Segments [Member] | ||
Revenue: | 11,617,718 | 8,671,149 |
Operating Income (Loss): | (1,574,685) | (1,902,385) |
Depreciation and Amortization | 828,655 | 438,637 |
Operating Segments [Member] | Hooters Full Service [Member] | ||
Revenue: | 4,679,854 | 5,881,922 |
Operating Income (Loss): | (679,055) | (415,980) |
Depreciation and Amortization | 387,490 | 230,352 |
Operating Segments [Member] | Better Burgers Fast Casual [Member] | ||
Revenue: | 5,551,650 | 1,459,040 |
Operating Income (Loss): | (68,038) | (312,662) |
Depreciation and Amortization | 365,132 | 145,715 |
Operating Segments [Member] | Just Fresh Fast Casual [Member] | ||
Revenue: | 1,361,214 | 1,305,187 |
Operating Income (Loss): | (73,208) | 42,801 |
Depreciation and Amortization | 75,123 | 61,469 |
Operating Segments [Member] | Corporate and Other [Member] | ||
Revenue: | 25,000 | 25,000 |
Operating Income (Loss): | (754,384) | (1,216,544) |
Depreciation and Amortization | $ 910 | $ 1,101 |
Segment Information - Summary o
Segment Information - Summary of Revenues, Operating Loss, Long-Lived Assets By Geographic Area (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenue: | $ 11,617,718 | $ 8,671,149 |
Operating Income (Loss): | (1,574,685) | (1,902,385) |
Non-current Assets: | 38,080,378 | 38,386,630 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 8,229,146 | 4,097,542 |
Operating Income (Loss): | (865,810) | (1,491,129) |
Non-current Assets: | 27,697,112 | 27,956,486 |
South Africa [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 1,214,056 | 1,677,582 |
Operating Income (Loss): | (60,058) | (53,628) |
Non-current Assets: | 2,479,867 | 2,393,147 |
Australia [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 1,406,488 | 1,971,597 |
Operating Income (Loss): | (639,934) | (365,067) |
Non-current Assets: | 4,736,791 | 4,781,020 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 768,028 | 924,428 |
Operating Income (Loss): | (8,883) | 7,439 |
Non-current Assets: | $ 3,166,608 | $ 3,255,977 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Commitments and Contingencies Disclosure [Line Items] | |
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 | shares | 1,619,646 |
Cash held in escrow | $ 200,000 |
Accrued liabilities settlement amount | 675,000 |
South Africa, Rand [Member] | |
Commitments and Contingencies Disclosure [Line Items] | |
Debt owned amount | $ 4,082,636 |
Disclosures About Fair Value -
Disclosures About Fair Value - Schedule of Fair Value of Measured Assets and Liabilities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosure [Line Items] | ||
Available-for-sale securities | $ 29,203 | $ 31,322 |
Embedded conversion feature | 520,400 | 1,094,300 |
Warrants | 95,546 | 137,308 |
Quoted Prices In Active Markets of Identical Assets (Level 1) [Member] | ||
Fair Value Disclosure [Line Items] | ||
Available-for-sale securities | $ 29,203 | $ 31,322 |
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 | $ 520,400 | $ 1,094,300 |
Warrants | $ 95,546 | $ 137,308 |