Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 08, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Chanticleer Holdings, Inc. | |
Entity Central Index Key | 1,106,838 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 21,957,147 | |
Trading Symbol | HOTR | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 990,756 | $ 1,224,415 |
Accounts and other receivables | 222,755 | 862,935 |
Inventories | 517,594 | 569,545 |
Due from related parties | 45,615 | 45,615 |
Prepaid expenses and other current assets | 346,852 | 522,637 |
Assets of discontinued operations, current | 593,430 | |
TOTAL CURRENT ASSETS | 2,123,572 | 3,818,576 |
Property and equipment, net | 11,531,222 | 12,144,064 |
Goodwill | 12,518,192 | 12,702,139 |
Intangible assets, net | 6,571,691 | 6,776,936 |
Investments at fair value | 11,480 | 31,322 |
Other investments | 1,050,000 | 1,050,000 |
Deposits and other assets | 314,759 | 292,870 |
Assets of discontinued operations | 5,389,300 | |
TOTAL ASSETS | 34,120,916 | 42,205,207 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,669,498 | 4,740,131 |
Current maturities of long-term debt and notes payable, net of debt discount of $42,966 and $171,868, respectively | 6,130,583 | 5,383,003 |
Current maturities of convertible notes payable, net of debt discount of $120,820 and $914,724, respectively | 3,604,180 | 2,810,276 |
Current maturities of capital leases payable | 22,115 | 39,303 |
Due to related parties | 209,563 | 12,963 |
Deferred rent | 95,298 | 683,793 |
Derivative liabilities | 1,231,608 | |
Liabilities of discontinued operations, current | 161,168 | 1,279,955 |
TOTAL CURRENT LIABILITIES | 14,892,404 | 16,181,033 |
Long-term debt, less current maturities, net of debt discount of $ - and $171,868, respectively | 305,105 | 1,098,641 |
Capital leases payable, less current maturities | 4,773 | 15,969 |
Deferred rent | 2,037,980 | 1,740,012 |
Liabilities of discontinued operations | 58,648 | |
Deferred tax liabilities | 1,450,089 | 1,353,771 |
TOTAL LIABILITIES | 18,690,351 | 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 21,957,147 and 21,337,247 shares, respectively | 2,196 | 2,134 |
Additional paid in capital | 56,264,045 | 55,365,597 |
Accumulated other comprehensive loss | (1,247,788) | (987,695) |
Non-controlling interest | 696,181 | 389,810 |
Accumulated deficit | (40,284,069) | (33,012,712) |
TOTAL STOCKHOLDERS' EQUITY | 15,430,566 | 21,757,134 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 34,120,916 | $ 42,205,207 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Debt Instrument Unamortized Discount, Current | $ 42,966 | $ 171,868 |
Debt Instrument Unamortized Discount | 120,820 | 914,724 |
Debt Instrument Unamortized Discount, Noncurrent | $ 171,868 | |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 21,957,147 | 21,337,247 |
Common stock, shares outstanding | 21,957,147 | 21,337,247 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Restaurant sales, net | $ 10,737,961 | $ 9,039,239 | $ 31,068,281 | $ 23,827,503 |
Gaming income, net | 118,136 | 94,008 | 315,647 | 260,430 |
Management fee income - non-affiliates | 25,000 | 25,000 | 75,000 | 75,000 |
Franchise income | 95,542 | 119,950 | 381,481 | 270,948 |
Total revenue | 10,976,639 | 9,278,197 | 31,840,409 | 24,433,881 |
Expenses: | ||||
Restaurant cost of sales | 3,553,684 | 3,039,197 | 10,248,770 | 8,191,634 |
Restaurant operating expenses | 5,888,509 | 5,176,174 | 17,140,692 | 13,804,201 |
Restaurant pre-opening and closing expenses | 110,432 | 141,306 | 117,987 | 480,645 |
General and administrative expenses | 1,351,111 | 1,651,051 | 4,400,826 | 5,163,925 |
Depreciation and amortization | 590,433 | 354,119 | 1,738,815 | 973,374 |
Total expenses | 11,494,169 | 10,361,847 | 33,647,090 | 28,613,779 |
Operating loss from continuing operations | (517,530) | (1,083,650) | (1,806,681) | (4,179,898) |
Other (expense) income | ||||
Interest expense | (453,151) | (657,906) | (1,704,556) | (2,736,555) |
Change in fair value of derivative liabilities | 102,507 | 262,232 | 1,231,608 | 833,139 |
Loss on extinguishment of debt | (145,834) | (315,923) | ||
Other income (expense) | 32,357 | (52,956) | 12,388 | 50,190 |
Total other (expense) income | (318,287) | (594,463) | (460,560) | (2,169,149) |
Loss from continuing operations before income taxes | (835,817) | (1,678,113) | (2,267,241) | (6,349,047) |
Income tax benefit (expense) | (52,474) | (12,954) | (137,867) | 30,298 |
Loss from continuing operations | (888,291) | (1,691,067) | (2,405,108) | (6,318,749) |
Discontinued operations | ||||
Loss from operation of discontinued operations, net of tax | (68,718) | (4,649,247) | (1,304,627) | (5,578,750) |
Loss on write down of net assets | (3,876,161) | |||
Consolidated net loss | (957,009) | (6,340,314) | (7,585,896) | (11,897,499) |
Less: Net loss (income) attributable to non-controlling interest of continuing operations | 39,248 | 1,274 | 53,612 | (13,250) |
Less: Net loss attributable to non-controlling interest of discontinued operations | 13,744 | 1,822,328 | 260,925 | 2,179,821 |
Net loss attributable to Chanticleer Holdings, Inc. | (904,017) | (4,516,712) | (7,271,359) | (9,730,928) |
Net loss attributable to Chanticleer Holdings, Inc.: | ||||
Loss from continuing operations | (849,043) | (1,689,793) | (2,351,497) | (6,331,999) |
Loss from discontinued operations | (54,974) | (2,826,919) | (4,919,862) | (3,398,929) |
Net loss attributable to Chanticleer Holdings, Inc. | (904,017) | (4,516,712) | (7,271,359) | (9,730,928) |
Other comprehensive loss: | ||||
Unrealized loss on available-for-sale securities | (24,501) | |||
Foreign currency translation | (126,452) | (572,954) | (235,592) | (891,772) |
Total other comprehensive loss | (126,452) | (572,954) | (260,093) | (891,772) |
Comprehensive loss | $ (1,030,471) | $ (5,089,666) | $ (7,531,452) | $ (10,622,700) |
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: | ||||
Continuing operations attributable to common stockholders, basic and diluted | $ (0.04) | $ (0.11) | $ (0.11) | $ (0.45) |
Discontinued operations attributable to common stockholders, basic and diluted | $ 0 | $ (0.19) | $ (0.23) | $ (0.24) |
Weighted average shares outstanding, basic and diluted | 21,957,147 | 14,802,370 | 21,607,027 | 14,059,116 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (7,585,896) | $ (11,897,499) |
Net loss from discontinued operations | 1,304,627 | 5,578,750 |
Net loss from continuing operations | (2,405,108) | (6,318,749) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,738,815 | 973,374 |
Loss on extinguishment of debt | 315,923 | |
Loss on disposal of property and equipment | 514,522 | |
Common stock and warrants issued for services | 24,510 | 231,857 |
Common stock and warrants issued for interest | 349,000 | |
Amortization of debt discount | 925,806 | 1,356,365 |
Amortization of warrants | 22,375 | |
Change in assets and liabilities: | ||
Accounts and other receivables | (34,820) | 91,107 |
Prepaid and other assets | 153,895 | 48,390 |
Inventory | 55,173 | 56,506 |
Accounts payable and accrued liabilities | 501,078 | 106,198 |
Change in amounts payable to related parties | 196,600 | 766 |
Derivative liabilities | (1,231,608) | (833,139) |
Deferred income taxes | 96,318 | (31,834) |
Deferred rent | (290,528) | (332,602) |
Net cash provided by (used in) operating activities from continuing operations | 79,129 | (3,798,939) |
Net cash used in operating activities from discontinued operations | (75,000) | (1,035,980) |
Net cash provided by (used in) operating activities | 4,129 | (4,834,919) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (708,214) | (1,329,389) |
Cash paid for acquisitions, net of cash acquired | (72,215) | (9,082,918) |
Proceeds from sale of investments | 8,902 | |
Net cash used in investing activities from continuing operations | (771,527) | (10,412,307) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock and warrants | 14,920,937 | |
Loan proceeds | 125,000 | 2,806,837 |
Loan repayments | (340,582) | (824,981) |
Capital lease payments | (32,897) | (39,822) |
Contribution of non-controlling interest | 796,911 | |
Net cash provided by financing activities from continuing operations | 548,432 | 16,862,971 |
Effect of exchange rate changes on cash | (14,693) | (4,944) |
Net increase (decrease) in cash | (233,659) | 1,610,802 |
Cash, beginning of period | 1,224,415 | 180,534 |
Cash, end of period | 990,756 | 1,791,336 |
Supplemental cash flow information: | ||
Interest | 279,696 | 810,028 |
Income taxes | 54,183 | |
Non-cash investing and financing activities: | ||
Purchase of equipment using capital leases | 50,087 | |
Issuance of stock in connection with business combinations | 4,062,317 | |
Debt discount for fair value of warrants and conversion feature issued in connection with debt | 1,176,108 | |
Convertible debt settled through issuance of common stock | 2,175,000 | |
Long-term debt settled through issuance of common stock | $ 100,000 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 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 Hooters Nottingham (WEW), are consolidated based on a 13 and 26 week periods ending on the Sunday closest to each September 30. No events occurred related to the difference between the Companys reporting calendar period-end and the subsidiarys period end that materially affected the companys financial position, results of operations, or cash flows. Name Jurisdiction of Incorporation Percent Owned Name Jurisdiction of Incorporation Percent Owned CHANTICLEER HOLDINGS, INC. DE, USA Burger Business Just Fresh American Roadside Burgers, Inc. DE, USA 100 % JF Franchising Systems, LLC NC, USA 56 % ARB Stores JF Restaurants, LLC NC, USA 56 % American Burger Ally, LLC NC, USA 100 % American Burger Morehead, LLC NC, USA 100 % West Coast Hooters American Roadside McBee, LLC NC, USA 100 % Jantzen Beach Wings, LLC OR, USA 100 % American Roadside Southpark LLC NC, USA 100 % Oregon Owls Nest, LLC OR, USA 100 % American Roadside Burgers Smithtown, Inc. DE, USA 100 % Tacoma Wings, LLC WA, USA 100 % American Burger Prosperity, LLC NC, USA 100 % BGR Acquisition, LLC NC, USA 100 % South African Entities BGR Acquisition 1, LLC Chanticleer South Africa (Pty) Ltd. South Africa 100 % BGR Franchising, LLC VA, USA 100 % Hooters Emperors Palace (Pty.) Ltd. South Africa 88 % BGR Operations, LLC VA, USA 100 % Hooters On The Buzz (Pty) Ltd South Africa 95 % BGR Arlington, LLC VA, USA 100 % Hooters PE (Pty) Ltd South Africa 100 % BGR Cascades, LLC VA, USA 100 % Hooters Ruimsig (Pty) Ltd. South Africa 90 % BGR Dupont, LLC DC, USA 100 % Hooters SA (Pty) Ltd South Africa 90 % BGR Old Keene Mill, LLC VA, USA 100 % Hooters Umhlanga (Pty.) Ltd. South Africa 82 % BGR Old Town, LLC VA, USA 100 % Hooters Willows Crossing (Pty) Ltd South Africa 100 % BGR Potomac, LLC MD, USA 100 % BGR Springfield Mall, LLC VA, USA 100 % European Entities BGR Tysons, LLC VA, USA 100 % Chanticleer Holdings Limited Jersey 100 % BGR Washingtonian, LLC MD, USA 100 % West End Wings LTD United Kingdom 100 % Capitol Burger, LLC MD, USA 100 % Chanticleer Finance UK (No. 1) Plc United Kingdom 100 % BGR Mosaic, LLC VA, USA 100 % BGR Michigan Ave, LLC DC, USA 100 % Inactive Entities BGR Chevy Chase, LLC MD, USA 100 % Hoot Surfers Paradise Pty. Ltd. Australia 60 % BT Burger Acquisition, LLC NC, USA 100 % Hooters Brazil Brazil 100 % BT's Burgerjoint Biltmore, LLC NC, USA 100 % DineOut SA Ltd. England 89 % BT's Burgerjoint Promenade, LLC NC, USA 100 % Avenel Financial Services, LLC NV, USA 100 % BT's Burgerjoint Rivergate LLC NC, USA 100 % Avenel Ventures, LLC NV, USA 100 % BT's Burgerjoint Sun Valley, LLC NC, USA 100 % Chanticleer Advisors, LLC NV, USA 100 % LBB Acquisition, LLC NC, USA 100 % Chanticleer Investment Partners, LLC NC, USA 100 % Cuarto LLC OR, USA 100 % Dallas Spoon Beverage, LLC TX, USA 100 % LBB Acquisition 1 LLC OR, USA 100 % Dallas Spoon, LLC TX, USA 100 % LBB Green Lake LLC OR, USA 50 % American Roadside Cross Hill, LLC NC, USA 100 % LBB Hassalo LLC OR, USA 80 % UK Bond Company United Kingdom 100 % LBB Platform LLC OR, USA 80 % LBB Progress Ridge LLC OR, USA 50 % Noveno LLC OR, USA 100 % Octavo LLC OR, USA 100 % Primero LLC OR, USA 100 % Quinto LLC OR, USA 100 % Segundo LLC OR, USA 100 % Septimo LLC OR, USA 100 % Sexto LLC OR, USA 100 % GENERAL The accompanying condensed consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed consolidated financial statements have not been audited. The results of operations for the three and nine month periods ended September 30, 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, 2016 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 September 30, 2016, our cash balance was $1.0 million. At September 30, 2016, the Company had current assets of $2.1 million, current liabilities of $14.9 million, and a working capital deficit of $12.8 million. The Company has $9.7 million in notes and convertible debt obligations which could potentially be called for payment within the next twelve months. The Company incurred a loss from continuing operations of $2.4 million during the nine months ended September 30, 2016. 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 the maturities of our current obligations; ● popularity of and demand for our fast casual dining concepts; and ● general economic conditions and changes in consumer discretionary income. Our operating plans for the next twelve months contemplate moderate organic growth, opening 6-10 new stores within our current markets and restaurant concepts. We have 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. During 2015, we completed two rights offering providing net proceeds of approximately $13.1 million, completed a private placement transaction providing net proceeds of approximately $1.9 million and issued $2.2 million in convertible notes to fund the acquisitions of BGR: The Burger Joint, BTs Burger Joint, Little Big Burger and for other general corporate purposes. During 2016, we entered into a letter of intent with a US investor to finance the opening of up to 10 Little Big Burger restaurants in the Seattle, Washington area. We also entered into a letter of intent with potential investors to finance the opening of additional Little Big Burger restaurants pursuant to the US governments EB-5 program. During the third quarter of 2016, we closed transactions totaling $750,000 with investors for the opening of Little Big Burger stores in Seattle and Portland. We are currently seeking financing through a proposed public rights offering consisting of non-transferable subscription rights to purchase units, each unit consisting of one share of redeemable preferred stock and one warrant to purchase 10 shares of common stock. A registration statement relating to these securities has been filed with the Securities Exchange Commission but has not yet become effective. If successful, the rights offering proceeds will be used to retire certain of the Companys current debt obligations, provide funds for store-related growth and for general working capital. If the rights offering proceeds and is fully subscribed, the Company would receive gross proceeds of approximately $13.5 million. There can be no assurances that the Company will be successful in completing the rights offering or any other such equity or debt financing. 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. In addition, we may not be able to payoff or otherwise extend the maturities of our current obligations, or continue to operate as a going concern, which would have an adverse impact on the Company and its shareholders. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 condensed 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. 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 September 30, 2016 and September 30, 2015 that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. September 30, 2016 September 30, 2015 Warrants -W eighted avg exercise price $4.93 9,506,304 9,556,304 Convertible notes - Weighted avg conversion price $1.05 3,836,342 1,795,961 Accrued interest on convertible notes 287,770 60,622 Total 13,630,416 11,412,887 Recent Accounting Pronouncements In 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03 Simplifying the Presentation of Debt Issuance Costs which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability consistent with the presentation of debt discounts, however debt issuance costs related to revolving credit agreements may be presented in the balance sheet as an asset. This guidance was adopted in the first quarter of 2016 and had no effect on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-07 Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes related to the presentation of deferred income taxes. The guidance requires that deferred tax assets and liabilities be classified as non-current in a consolidated balance sheet. This guidance is effective for us in the first quarter of 2017 and is not expected to materially impact our financial position or net earnings. 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. In March 2016, the FASB issued 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. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. ACQUISITIONS 2016 Acquisition The Company completed one acquisition during the nine months ended September 30, 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. No proforma information was included as the proforma impact of the acquisition is not material. 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 1,040,542 2,938,279 4,641,858 Trademark/trade name/franchise fee 2,750,000 - 1,550,000 4,300,000 Inventory, deposits and other assets 296,104 103,451 73,780 473,334 Accounts held in escrow to satisfy acquired liabilities - - 675,000 675,000 Total assets acquired, less cash 5,884,164 2,663,263 7,183,686 15,731,113 Liabilities assumed (607,735 ) (262,415 ) (949,857 ) (1,820,007 ) Deferred tax liabilities - - (572,360 ) (572,360 ) Total consideration paid $ 5,276,429 $ 2,400,848 $ 5,661,470 $ 13,338,746 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued operations | |
Discontinued Operations | 4. DISCONTINUED OPERATIONS In June 2016, the Company approved a plan to exit the Australia and Eastern Europe markets, authorizing management to sell or close its five Hooters stores in Australia and its one store in Budapest. The Company completed the sale of the Hooters Australia and Budapest stores during the third quarter of 2016, transferring substantially all of the assets and liabilities of those operations to the local operating groups. In both cases, the Company did not receive any proceeds from the transfer, although in the case of Hooters Australia, the Company did retain a five-year option to repurchase a 20% interest in the stores for $1. The carrying amount of major classes of assets and liabilities included as part of discontinued operations are as follows: June 30, 2016 December 31, 2015 Cash $ - $ 303,471 Accounts receivable - 19,328 Inventory - 157,079 Property, plant and equipment - 4,497,170 Goodwill and intangible assets - 505,138 Other assets - 500,544 Valuation allowance - - Total - 5,982,730 Accounts payable and accrued liabilites 161,168 889,176 Due to affiliates - 390,779 Deferred rent - 58,648 Total 161,168 1,338,603 Net Assets of discontinued operations $ (161,168 ) $ 4,644,127 The major line items constituting pre-tax loss of discontinued operations are as follows: Nine Months Ended September 30, 2016 September 30, 2015 Revenue $ 3,427,928 $ 5,301,607 Restaurant cost of sales 1,196,734 1,745,566 Restaurant operating expenses 2,780,441 3,647,470 Restaurant pre-opening and closing expenses - 258,850 General and administrative expenses 296,343 492,620 Depreciation and amortization 436,144 231,881 Other 22,893 14,927 Loss of discontinued operations (1,304,627 ) (1,089,707 ) Loss on write-down of net assets (3,876,161 ) (4,489,043 ) Total pretax loss of discontinued operations (5,180,788 ) (5,578,750 ) Income tax - - Loss on discontinued operations $ (5,180,788 ) $ (5,578,750 ) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT Property and equipment consists of the following: September 30, 2016 December 31, 2015 Leasehold improvements $ 10,336,084 $ 10,094,130 Restaurant furniture and equipment 6,664,151 6,243,196 Construction in progress 207,552 - Office and computer equipment 8,025 5,470 Land and buildings 814,367 708,020 Office furniture and fixtures 108,030 104,406 18,138,209 17,155,222 Accumulated depreciation and amortization (6,606,987 ) (5,011,158 ) $ 11,531,222 $ 12,144,064 Restaurant furnishings and equipment includes assets under capital leases from our South African restaurants totaling $180,525 and $196,100 at cost and $20,413 and $53,497 net book value as of September 30, 2016 and December 31, 2015, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 9 Months Ended |
Sep. 30, 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: September 30, 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 BT's Burger Joint 1,040,542 978,350 Just Fresh 495,755 425,151 Hooters South Africa 229,535 206,503 West End Wings UK 2,393,226 2,733,001 Hooters Pacific NW 1,950,828 1,950,828 Total $ 12,518,192 $ 12,702,139 The changes in the carrying amount of goodwill are summarized as follows: Nine Months Ended September 30, 2016 September 30 2015 Beginning Balance $ 12,702,139 $ 15,617,308 Acquisitions 70,604 426,038 Adjustments 62,192 - Foreign currency translation (loss) gain (316,742 ) (567,607 ) Ending Balance $ 12,518,192 $ 15,475,739 Other intangible assets, consisting of franchise costs, trademarks and tradenames, is summarized by location as follows: Estimated Useful Life September 30, 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 318,713 286,732 Hooters Pacific NW 20 years 88,826 90,000 BGR: The Burger Joint Indefinite 1,320,000 1,320,000 1,727,539 1,696,732 Total Intangibles at cost 7,504,469 7,473,662 Accumulated amortization (932,778 ) (696,726 ) Intangible assets, net $ 6,571,691 $ 6,776,936 Nine Months Ended September 30, 2016 September 30, 2015 Amortization expense $ 236,052 $ 229,370 |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 9 Months Ended |
Sep. 30, 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. September 30, 2016 December 31, 2015 Note Payable, due January 2017, net of discount of $42,966 and $171,868, respectively $ 4,957,034 $ 4,828,132 Note Payable, due January 2017 771,309 942,918 Note Payable, due October 2018 92,252 132,596 Mortgage Note, South Africa, due July 2024 218,436 208,131 Bank overdraft facilities, South Africa, annual renewal 165,095 180,377 Equipment financing arrangements, South Africa 156,558 189,490 2016 Credit facility, due January 2017 75,004 - Total long-term debt $ 6,435,688 $ 6,481,644 Current portion of long-term debt 6,130,583 5,383,003 Long-term debt, less current portion $ 305,105 $ 1,098,641 The Company entered into a Receivables Financing Agreement with a lender on June 22, 2016. In consideration for proceeds to the Company of $125,000, the Company agreed to remit $156,250 from the merchant accounts of two of its restaurant locations directly to the lender. The daily amounts to be remitted to the lender, and the resulting term under which the borrowings will ultimately be outstanding, are based on remitting approximately 5% of the total daily credit card receipts of the two restaurant locations. It is expected that the $156,250 will be remitted in full within approximately nine months from the date of the advance. The Company granted a security interest in the credit card receivables of the two restaurants, which would be effective in the event of a default. For the nine months ended September 30, 2016 and 2015 amortization of debt discount was $128,902 and $128,898, respectively. See Note 16 Subsequent Events. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. cONVERTIBLE NOTEs PAYABLE Convertible notes payable are summarized as follows. September 30, 2016 December 31, 2015 6% Convertible notes payable issued in August 2013 $ 3,000,000 $ 3,000,000 Discounts on above convertible note - (583,341 ) Discounts on above convertible note - - 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 (58,503 ) (93,231 ) 8% Convertible notes payable issued in January 2015 475,000 475,000 Discounts on above convertible note (62,317 ) (238,152 ) Total Convertible notes payable 3,604,180 2,810,276 Current portion of convertible notes payable (3,604,180 ) (2,810,276 ) Convertible notes payable, less current portion $ - $ - The convertible notes were classified as current liabilities on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 due to certain technical defaults pursuant to the convertible note agreements. For the Nine Months ended September 30, 2016 and 2015 amortization of debt discount was $793,904 and $1,356,365 respectively. See Note 16 “Subsequent Events.” |
Capital Leases Payable
Capital Leases Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Capital Leases Payable | 9. CAPITAL LEASES PAYABLE Capital leases payable are summarized as follows.: September 30, 2016 December 31, 2015 Capital lease payable, bearing interest at 11.5%, through August 2017 $ 3,335 $ 5,231 Capital lease payable, bearing interest at 11.5%, through December 2017 19,459 26,869 Capital lease payable, bearing interest at 11.5%, through July 2016 - 7,786 Capital lease payable, bearing interest at 11.5%, through November 2016 4,094 15,386 Total capital leases payable 26,888 55,272 Current maturities 22,115 39,303 Capital leases payable, less current maturities $ 4,773 $ 15,969 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 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: September 30, 2016 December 31, 2015 Accounts payable and accrued expenses $ 3,321,895 $ 3,547,174 Accrued taxes (VAT, GST, Sales Payroll) 778,413 784,842 Accrued income taxes 46,827 27,709 Accrued interest 522,363 380,406 $ 4,669,498 $ 4,740,131 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015. The Company had 21,957,147 and 21,337,247 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively. The Company has 5,000,000 shares of its no par value preferred stock authorized at both September 30, 2016 and December 31, 2015. No preferred shares have been issued or are outstanding to date. See Note 16 “Subsequent Events.” Options and Warrants The Company’s 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 September 30, 2016, the Company had issued 175,340 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 September 30, 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 1.9 Granted - - Exercised - - Forfeited - - Outstanding September 30, 2016 9,506,304 $ 4.93 1.9 Exercisable September 30, 2016 9,506,304 $ 4.93 1.9 Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life in Years Exerciseable Number of Warrants >$4.00 7,439,631 1.8 7,439,631 $3.00-$3.99 799,901 1.8 799,901 $2.00-$2.99 954,272 2.8 954,272 $1.00-$1.99 312,500 3.2 312,500 9,506,304 9,506,304 Fair value of any warrant issuances is 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 Company’s warrants was determined by the average of historical volatilities for industry peers and Company-specific history. See Note 15 for fair values of warrants requiring liability accounting. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. RELATED PARTY TRANSACTIONS Due to related parties The Company has received non-interest bearing, short-term advances from related parties as follows: September 30, 2016 December 31, 2015 Hoot SA I, LLC $ 12,963 $ 12,963 Chanticleer Investors, LLC 196,600 - $ 209,563 $ 12,963 Due from related parties The Company has made advances to related parties. The amounts owed to the Company are as follows: September 30, 2016 December 31, 2015 Hoot SA II, III, IV LLC $ 45,615 $ 45,615 $ 45,615 $ 45,615 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 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 Company’s chief operating decision maker reviews revenues and profitability at the at the group level comprised of: Full Service Hooters, Better Burger Fast Casual, 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 Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Revenue: Hooters Full Service $ 3,682,340 $ 3,648,509 $ 10,194,512 $ 11,067,894 Better Burgers Fast Casual 5,741,783 4,184,831 17,191,749 9,099,709 Just Fresh Fast Casual 1,527,516 1,419,857 4,379,148 4,191,278 Corporate and Other 25,000 25,000 75,000 75,000 $ 10,976,639 $ 9,278,197 $ 31,840,409 $ 24,433,881 Operating Income (Loss): Hooters Full Service $ 37,728 $ 14,213 $ 81,473 $ (75,793 ) Better Burgers Fast Casual (151,958 ) (252,456 ) (212,472 ) (1,085,720 ) Just Fresh Fast Casual 49,942 (2,370 ) 22,487 34,924 Corporate and Other (453,243 ) (843,037 ) (1,698,170 ) (3,053,309 ) $ (517,531 ) $ (1,083,650 ) $ (1,806,682 ) $ (4,179,898 ) Depreciation and Amortization Hooters Full Service $ 143,691 $ 121,180 $ 405,617 $ 396,776 Better Burgers Fast Casual 362,674 203,865 1,092,898 419,603 Just Fresh Fast Casual 83,117 27,915 237,487 153,577 Corporate and Other 952 1,159 2,814 3,418 $ 590,433 $ 354,119 $ 1,738,815 $ 973,374 The following are revenues and operating income (loss) from continuing operations for the periods ended September 30, 2016 and 2015 and long-lived assets by geographic area as of September 30, 2016 and December 31, 2015: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Revenue: United States $ 8,570,452 $ 6,872,530 $ 25,475,352 $ 17,200,287 South Africa 1,495,757 1,380,665 4,017,330 4,626,094 Europe 910,430 1,025,002 2,347,727 2,607,500 $ 10,976,639 $ 9,278,197 $ 31,840,409 $ 24,433,881 Operating Income (Loss): United States $ (550,833 ) $ (1,105,160 ) $ (1,822,815 ) $ (4,267,634 ) South Africa (35,331 ) (18,918 ) (152,960 ) (43,178 ) Europe 68,633 40,427 169,093 130,914 $ (517,531 ) $ (1,083,650 ) $ (1,806,682 ) $ (4,179,898 ) Non-current Assets: September 30, 2016 December 31, 2015 United States $ 26,999,535 $ 33,106,913 South Africa 2,547,318 2,428,290 Europe 2,450,491 2,851,428 $ 31,997,344 $ 38,386,631 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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. There has been no activity on this matter since 2014 and no amounts have been reflected in the accompanying consolidated balance sheets as of September 30, 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 September 30, 2016 and December 31, 2015. Prior to the Company’s 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’ attorney’s fees of $225,000. This settlement was approved by the court and all settlement payments were distributed by the sellers and this matter closed prior to September 30, 2016. In connection with our acquisition of Little Big Burger, the sellers agreed that the 1,619,646 shares of the Company’s 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 reflected the $675,000 settlement amount in accrued liabilities, with an offsetting asset in other current assets, in the accompanying consolidated balance sheets as of December 31, 2015. As of September 30, 2016, the Company did not reflect either a liability or an asset as the lawsuit was fully resolved and all amounts paid by the sellers prior to September 30, 2016. From time to time, the Company may be involved in legal proceedings and claims that have arisen in the ordinary course of business. |
Disclosures about Fair Value
Disclosures about Fair Value | 9 Months Ended |
Sep. 30, 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) September 30, 2016 Assets: Available-for-sale securities $ 11,480 $ 11,480 $ - $ - Liabilities: Embedded conversion feature - - - - Warrants - - December 31, 2015 Assets: Available-for-sale securities $ 31,322 $ 31,322 $ - $ - Liabilities: Embedded conversion feature 1,094,300 - - 1,094,300 Warrants 137,308 137,308 The Company’s available-for-sale equity securities were valued using Level 1 inputs as summarized above. Level 1 inputs are based on unadjusted prices for identical assets in active markets that the Company can access. Level 2 inputs are based on quoted prices for similar assets other than quoted prices in Level 1, quoted prices in markets that are not yet active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets. The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS Management has evaluated all events and transactions that occurred from October 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. On October 28, 2016, the Company announced that it filed a registration statement on Form S-1 with the Securities and Exchange Commission (the SEC) for a rights offering to its existing shareholders and public warrant holders. The proposed rights offering will consist of non-transferable subscription rights to purchase up to an aggregate of 1,000,000 units, each unit consisting of one share of redeemable Series 1 Preferred Stock and one Series 1 Warrant to purchase 10 shares of common stock, at an exercise price of $13.50 per unit. Holders of the Series 1 Preferred will be entitled to receive cumulative dividends at the rate of 9% of the purchase price per year for a term of seven years, payable quarterly. Each Series 1 Warrant may be exercised at any time within 7-years of issuance by surrendering one share of Series 1 Preferred. Assuming the rights offering is fully subscribed, the Company would receive gross proceeds of approximately $13.5 million. If successful, the rights offering proceeds would be used to retire certain of the Companys current debt obligations, provide funds for store-related growth and for general working capital. The record date of the rights offering has not yet been determined. There is no guarantee that the rights offering will be consummated, or if it is consummated that it will raise sufficient capital to enable the Company to continue to execute its business strategy as currently contemplated. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. There will not be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 condensed 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 vendor’s 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. 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 September 30, 2016 and September 30, 2015 that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. September 30, 2016 September 30, 2015 Warrants -W eighted avg exercise price $4.93 9,506,304 9,556,304 Convertible notes - Weighted avg conversion price $1.05 3,836,342 1,795,961 Accrued interest on convertible notes 287,770 60,622 Total 13,630,416 11,412,887 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03 “Simplifying the Presentation of Debt Issuance Costs” which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability consistent with the presentation of debt discounts, however debt issuance costs related to revolving credit agreements may be presented in the balance sheet as an asset. This guidance was adopted in the first quarter of 2016 and had no effect on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-07 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” related to the presentation of deferred income taxes. The guidance requires that deferred tax assets and liabilities be classified as non-current in a consolidated balance sheet. This guidance is effective for us in the first quarter of 2017 and is not expected to materially impact our financial position or net earnings. 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. In March 2016, the FASB issued 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. |
Nature of Business (Tables)
Nature of Business (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Subsidiaries | The Company operates on a calendar year-end. The accounts of Hooters Nottingham (“WEW”), are consolidated based on a 13 and 26 week periods ending on the Sunday closest to each September 30. No events occurred related to the difference between the Company’s reporting calendar period-end and the subsidiary’s period end that materially affected the company’s financial position, results of operations, or cash flows. Name Jurisdiction of Incorporation Percent Owned Name Jurisdiction of Incorporation Percent Owned CHANTICLEER HOLDINGS, INC. DE, USA Burger Business Just Fresh American Roadside Burgers, Inc. DE, USA 100 % JF Franchising Systems, LLC NC, USA 56 % ARB Stores JF Restaurants, LLC NC, USA 56 % American Burger Ally, LLC NC, USA 100 % American Burger Morehead, LLC NC, USA 100 % West Coast Hooters American Roadside McBee, LLC NC, USA 100 % Jantzen Beach Wings, LLC OR, USA 100 % American Roadside Southpark LLC NC, USA 100 % Oregon Owl’s Nest, LLC OR, USA 100 % American Roadside Burgers Smithtown, Inc. DE, USA 100 % Tacoma Wings, LLC WA, USA 100 % American Burger Prosperity, LLC NC, USA 100 % BGR Acquisition, LLC NC, USA 100 % South African Entities BGR Acquisition 1, LLC Chanticleer South Africa (Pty) Ltd. South Africa 100 % BGR Franchising, LLC VA, USA 100 % Hooters Emperors Palace (Pty.) Ltd. South Africa 88 % BGR Operations, LLC VA, USA 100 % Hooters On The Buzz (Pty) Ltd South Africa 95 % BGR Arlington, LLC VA, USA 100 % Hooters PE (Pty) Ltd South Africa 100 % BGR Cascades, LLC VA, USA 100 % Hooters Ruimsig (Pty) Ltd. South Africa 90 % BGR Dupont, LLC DC, USA 100 % Hooters SA (Pty) Ltd South Africa 90 % BGR Old Keene Mill, LLC VA, USA 100 % Hooters Umhlanga (Pty.) Ltd. South Africa 82 % BGR Old Town, LLC VA, USA 100 % Hooters Willows Crossing (Pty) Ltd South Africa 100 % BGR Potomac, LLC MD, USA 100 % BGR Springfield Mall, LLC VA, USA 100 % European Entities BGR Tysons, LLC VA, USA 100 % Chanticleer Holdings Limited Jersey 100 % BGR Washingtonian, LLC MD, USA 100 % West End Wings LTD United Kingdom 100 % Capitol Burger, LLC MD, USA 100 % Chanticleer Finance UK (No. 1) Plc United Kingdom 100 % BGR Mosaic, LLC VA, USA 100 % BGR Michigan Ave, LLC DC, USA 100 % Inactive Entities BGR Chevy Chase, LLC MD, USA 100 % Hoot Surfers Paradise Pty. Ltd. Australia 60 % BT Burger Acquisition, LLC NC, USA 100 % Hooters Brazil Brazil 100 % BT's Burgerjoint Biltmore, LLC NC, USA 100 % DineOut SA Ltd. England 89 % BT's Burgerjoint Promenade, LLC NC, USA 100 % Avenel Financial Services, LLC NV, USA 100 % BT's Burgerjoint Rivergate LLC NC, USA 100 % Avenel Ventures, LLC NV, USA 100 % BT's Burgerjoint Sun Valley, LLC NC, USA 100 % Chanticleer Advisors, LLC NV, USA 100 % LBB Acquisition, LLC NC, USA 100 % Chanticleer Investment Partners, LLC NC, USA 100 % Cuarto LLC OR, USA 100 % Dallas Spoon Beverage, LLC TX, USA 100 % LBB Acquisition 1 LLC OR, USA 100 % Dallas Spoon, LLC TX, USA 100 % LBB Green Lake LLC OR, USA 50 % American Roadside Cross Hill, LLC NC, USA 100 % LBB Hassalo LLC OR, USA 80 % UK Bond Company United Kingdom 100 % LBB Platform LLC OR, USA 80 % LBB Progress Ridge LLC OR, USA 50 % Noveno LLC OR, USA 100 % Octavo LLC OR, USA 100 % Primero LLC OR, USA 100 % Quinto LLC OR, USA 100 % Segundo LLC OR, USA 100 % Septimo LLC OR, USA 100 % Sexto LLC OR, USA 100 % |
Significant Accounting Polici24
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and September 30, 2015 that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. September 30, 2016 September 30, 2015 Warrants -W eighted avg exercise price $4.93 9,506,304 9,556,304 Convertible notes - Weighted avg conversion price $1.05 3,836,342 1,795,961 Accrued interest on convertible notes 287,770 60,622 Total 13,630,416 11,412,887 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed Recorded at Estimated Fair Values | 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 BT’s 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 1,040,542 2,938,279 4,641,858 Trademark/trade name/franchise fee 2,750,000 - 1,550,000 4,300,000 Inventory, deposits and other assets 296,104 103,451 73,780 473,334 Accounts held in escrow to satisfy acquired liabilities - - 675,000 675,000 Total assets acquired, less cash 5,884,164 2,663,263 7,183,686 15,731,113 Liabilities assumed (607,735 ) (262,415 ) (949,857 ) (1,820,007 ) Deferred tax liabilities - - (572,360 ) (572,360 ) Total consideration paid $ 5,276,429 $ 2,400,848 $ 5,661,470 $ 13,338,746 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued operations | |
Schedule of Operating Results From Discontinued Assets and Liabilities | The carrying amount of major classes of assets and liabilities included as part of discontinued operations are as follows: June 30, 2016 December 31, 2015 Cash $ - $ 303,471 Accounts receivable - 19,328 Inventory - 157,079 Property, plant and equipment - 4,497,170 Goodwill and intangible assets - 505,138 Other assets - 500,544 Valuation allowance - - Total - 5,982,730 Accounts payable and accrued liabilites 161,168 889,176 Due to affiliates - 390,779 Deferred rent - 58,648 Total 161,168 1,338,603 Net Assets of discontinued operations $ (161,168 ) $ 4,644,127 |
Schedule of Operating Results From Discontinued Operations Pre-Tax Loss | The major line items constituting pre-tax loss of discontinued operations are as follows: Nine Months Ended September 30, 2016 September 30, 2015 Revenue $ 3,427,928 $ 5,301,607 Restaurant cost of sales 1,196,734 1,745,566 Restaurant operating expenses 2,780,441 3,647,470 Restaurant pre-opening and closing expenses - 258,850 General and administrative expenses 296,343 492,620 Depreciation and amortization 436,144 231,881 Other 22,893 14,927 Loss of discontinued operations (1,304,627 ) (1,089,707 ) Loss on write-down of net assets (3,876,161 ) (4,489,043 ) Total pretax loss of discontinued operations (5,180,788 ) (5,578,750 ) Income tax - - Loss on discontinued operations $ (5,180,788 ) $ (5,578,750 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following: September 30, 2016 December 31, 2015 Leasehold improvements $ 10,336,084 $ 10,094,130 Restaurant furniture and equipment 6,664,151 6,243,196 Construction in progress 207,552 - Office and computer equipment 8,025 5,470 Land and buildings 814,367 708,020 Office furniture and fixtures 108,030 104,406 18,138,209 17,155,222 Accumulated depreciation and amortization (6,606,987 ) (5,011,158 ) $ 11,531,222 $ 12,144,064 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill is summarized by location as follows: September 30, 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 BT's Burger Joint 1,040,542 978,350 Just Fresh 495,755 425,151 Hooters South Africa 229,535 206,503 West End Wings UK 2,393,226 2,733,001 Hooters Pacific NW 1,950,828 1,950,828 Total $ 12,518,192 $ 12,702,139 |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are summarized as follows: Nine Months Ended September 30, 2016 September 30 2015 Beginning Balance $ 12,702,139 $ 15,617,308 Acquisitions 70,604 426,038 Adjustments 62,192 - Foreign currency translation (loss) gain (316,742 ) (567,607 ) Ending Balance $ 12,518,192 $ 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 September 30, 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 318,713 286,732 Hooters Pacific NW 20 years 88,826 90,000 BGR: The Burger Joint Indefinite 1,320,000 1,320,000 1,727,539 1,696,732 Total Intangibles at cost 7,504,469 7,473,662 Accumulated amortization (932,778 ) (696,726 ) Intangible assets, net $ 6,571,691 $ 6,776,936 Nine Months Ended September 30, 2016 September 30, 2015 Amortization expense $ 236,052 $ 229,370 |
Long-Term Debt and Notes Paya29
Long-Term Debt and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt and Notes Payable | Long-term debt and notes payable are summarized as follows. September 30, 2016 December 31, 2015 Note Payable, due January 2017, net of discount of $42,966 and $171,868, respectively $ 4,957,034 $ 4,828,132 Note Payable, due January 2017 771,309 942,918 Note Payable, due October 2018 92,252 132,596 Mortgage Note, South Africa, due July 2024 218,436 208,131 Bank overdraft facilities, South Africa, annual renewal 165,095 180,377 Equipment financing arrangements, South Africa 156,558 189,490 2016 Credit facility, due January 2017 75,004 - Total long-term debt $ 6,435,688 $ 6,481,644 Current portion of long-term debt 6,130,583 5,383,003 Long-term debt, less current portion $ 305,105 $ 1,098,641 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable are summarized as follows. September 30, 2016 December 31, 2015 6% Convertible notes payable issued in August 2013 $ 3,000,000 $ 3,000,000 Discounts on above convertible note - (583,341 ) Discounts on above convertible note - - 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 (58,503 ) (93,231 ) 8% Convertible notes payable issued in January 2015 475,000 475,000 Discounts on above convertible note (62,317 ) (238,152 ) Total Convertible notes payable 3,604,180 2,810,276 Current portion of convertible notes payable (3,604,180 ) (2,810,276 ) Convertible notes payable, less current portion $ - $ - |
Capital Leases Payable (Tables)
Capital Leases Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Lease Payments for Capital Leases | Capital leases payable are summarized as follows.: September 30, 2016 December 31, 2015 Capital lease payable, bearing interest at 11.5%, through August 2017 $ 3,335 $ 5,231 Capital lease payable, bearing interest at 11.5%, through December 2017 19,459 26,869 Capital lease payable, bearing interest at 11.5%, through July 2016 - 7,786 Capital lease payable, bearing interest at 11.5%, through November 2016 4,094 15,386 Total capital leases payable 26,888 55,272 Current maturities 22,115 39,303 Capital leases payable, less current maturities $ 4,773 $ 15,969 |
Accounts Payable and Accrued 32
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are summarized as follows: September 30, 2016 December 31, 2015 Accounts payable and accrued expenses $ 3,321,895 $ 3,547,174 Accrued taxes (VAT, GST, Sales Payroll) 778,413 784,842 Accrued income taxes 46,827 27,709 Accrued interest 522,363 380,406 $ 4,669,498 $ 4,740,131 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 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 1.9 Granted - - Exercised - - Forfeited - - Outstanding September 30, 2016 9,506,304 $ 4.93 1.9 Exercisable September 30, 2016 9,506,304 $ 4.93 1.9 |
Schedule of Warrants Outstanding | Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life in Years Exerciseable Number of Warrants >$4.00 7,439,631 1.8 7,439,631 $3.00-$3.99 799,901 1.8 799,901 $2.00-$2.99 954,272 2.8 954,272 $1.00-$1.99 312,500 3.2 312,500 9,506,304 9,506,304 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Non-Interest Bearing Loans and Advances from Related Parties | The Company has received non-interest bearing, short-term advances from related parties as follows: September 30, 2016 December 31, 2015 Hoot SA I, LLC $ 12,963 $ 12,963 Chanticleer Investors, LLC 196,600 - $ 209,563 $ 12,963 |
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: September 30, 2016 December 31, 2015 Hoot SA II, III, IV LLC $ 45,615 $ 45,615 $ 45,615 $ 45,615 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Revenue: Hooters Full Service $ 3,682,340 $ 3,648,509 $ 10,194,512 $ 11,067,894 Better Burgers Fast Casual 5,741,783 4,184,831 17,191,749 9,099,709 Just Fresh Fast Casual 1,527,516 1,419,857 4,379,148 4,191,278 Corporate and Other 25,000 25,000 75,000 75,000 $ 10,976,639 $ 9,278,197 $ 31,840,409 $ 24,433,881 Operating Income (Loss): Hooters Full Service $ 37,728 $ 14,213 $ 81,473 $ (75,793 ) Better Burgers Fast Casual (151,958 ) (252,456 ) (212,472 ) (1,085,720 ) Just Fresh Fast Casual 49,942 (2,370 ) 22,487 34,924 Corporate and Other (453,243 ) (843,037 ) (1,698,170 ) (3,053,309 ) $ (517,531 ) $ (1,083,650 ) $ (1,806,682 ) $ (4,179,898 ) Depreciation and Amortization Hooters Full Service $ 143,691 $ 121,180 $ 405,617 $ 396,776 Better Burgers Fast Casual 362,674 203,865 1,092,898 419,603 Just Fresh Fast Casual 83,117 27,915 237,487 153,577 Corporate and Other 952 1,159 2,814 3,418 $ 590,433 $ 354,119 $ 1,738,815 $ 973,374 |
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 September 30, 2016 and 2015 and long-lived assets by geographic area as of September 30, 2016 and December 31, 2015: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Revenue: United States $ 8,570,452 $ 6,872,530 $ 25,475,352 $ 17,200,287 South Africa 1,495,757 1,380,665 4,017,330 4,626,094 Europe 910,430 1,025,002 2,347,727 2,607,500 $ 10,976,639 $ 9,278,197 $ 31,840,409 $ 24,433,881 Operating Income (Loss): United States $ (550,833 ) $ (1,105,160 ) $ (1,822,815 ) $ (4,267,634 ) South Africa (35,331 ) (18,918 ) (152,960 ) (43,178 ) Europe 68,633 40,427 169,093 130,914 $ (517,531 ) $ (1,083,650 ) $ (1,806,682 ) $ (4,179,898 ) Non-current Assets: September 30, 2016 December 31, 2015 United States $ 26,999,535 $ 33,106,913 South Africa 2,547,318 2,428,290 Europe 2,450,491 2,851,428 $ 31,997,344 $ 38,386,631 |
Disclosure About Fair Value (Ta
Disclosure About Fair Value (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, 2016 Assets: Available-for-sale securities $ 11,480 $ 11,480 $ - $ - Liabilities: Embedded conversion feature - - - - Warrants - - December 31, 2015 Assets: Available-for-sale securities $ 31,322 $ 31,322 $ - $ - 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) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($)Storesshares | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash | $ 990,756 | $ 1,224,415 | $ 1,791,336 | $ 180,534 |
Current assets | 2,123,572 | 3,818,576 | ||
Current liabilities | 14,892,404 | 16,181,033 | ||
Working capital deficit | 13,100,000 | |||
Loss from continuing operations | 2,400,000 | |||
Convertible debt | $ 9,700,000 | |||
Purchase of common stock | shares | 10 | |||
Common stock units | shares | 1 | |||
Gross proceeds | $ 13,500,000 | |||
Little Big Burger Stores [Member] | ||||
Investors transaction value | $ 750,000 | |||
BGR The Burger Joint [Member] | ||||
Proceeds from debt | 13,100,000 | |||
Convertible debt | 2,200,000 | |||
BT's Burger Joint [Member] | ||||
Proceeds from debt | $ 1,900,000 | |||
Minimum [Member] | ||||
Number of stores | Stores | 6 | |||
Maximum [Member] | ||||
Number of stores | Stores | 10 |
Nature of Business - Schedule o
Nature of Business - Schedule of Subsidiaries (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Burger Business [Member] | American Roadside Burgers, Inc [Member] | |
Company name | American Roadside Burgers, Inc. |
Jurisdiction of Incorporation | DE, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Burger Ally, LLC [Member] | |
Company name | American Burger Ally, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Burger Morehead, LLC [Member] | |
Company name | American Burger Morehead, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Roadside McBee, LLC [Member] | |
Company name | American Roadside McBee, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Roadside Southpark LLC [Member] | |
Company name | American Roadside Southpark LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Roadside Burgers Smithtown Inc [Member] | |
Company name | American Roadside Burgers Smithtown, Inc. |
Jurisdiction of Incorporation | DE, USA |
Percent Owned | 100.00% |
Burger Business [Member] | American Burger Prosperity LLC [Member] | |
Company name | American Burger Prosperity, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Acquisition, LLC [Member] | |
Company name | BGR Acquisition, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Acquisition 1, LLC [Member] | |
Company name | BGR Acquisition 1, LLC |
Burger Business [Member] | BGR Franchising, LLC [Member] | |
Company name | BGR Franchising, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Operations, LLC [Member] | |
Company name | BGR Operations, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Arlington, LLC [Member] | |
Company name | BGR Arlington, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Cascades, LLC [Member] | |
Company name | BGR Cascades, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Dupont, LLC [Member] | |
Company name | BGR Dupont, LLC |
Jurisdiction of Incorporation | DC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Old Keene Mill, LLC [Member] | |
Company name | BGR Old Keene Mill, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Old Town, LLC [Member] | |
Company name | BGR Old Town, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Potomac, LLC [Member] | |
Company name | BGR Potomac, LLC |
Jurisdiction of Incorporation | MD, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Springfield Mall, LLC [Member] | |
Company name | BGR Springfield Mall, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Tysons, LLC [Member] | |
Company name | BGR Tysons, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Washingtonian, LLC [Member] | |
Company name | BGR Washingtonian, LLC |
Jurisdiction of Incorporation | MD, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Capitol Burger, LLC [Member] | |
Company name | Capitol Burger, LLC |
Jurisdiction of Incorporation | MD, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Mosaic, LLC [Member] | |
Company name | BGR Mosaic, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Michigan Ave, LLC [Member] | |
Company name | BGR Michigan Ave, LLC |
Jurisdiction of Incorporation | DC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Chevy Chase, LLC [Member] | |
Company name | BGR Chevy Chase, LLC |
Jurisdiction of Incorporation | MD, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BT Burger Acquisition, LLC [Member] | |
Company name | BT Burger Acquisition, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BT's Burgerjoint Biltmore, LLC [Member] | |
Company name | BTs Burgerjoint Biltmore, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BT's Burgerjoint Promenade, LLC [Member] | |
Company name | BTs Burgerjoint Promenade, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BT's Burgerjoint Rivergate LLC [Member] | |
Company name | BTs Burgerjoint Rivergate LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BT's Burgerjoint Sun Valley, LLC [Member] | |
Company name | BTs Burgerjoint Sun Valley, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | LBB Acquisition, LLC [Member] | |
Company name | LBB Acquisition, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Cuarto LLC [Member] | |
Company name | Cuarto LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | LBB Acquisition 1 LLC [Member] | |
Company name | LBB Acquisition 1 LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | LBB Green Lake LLC [Member] | |
Company name | LBB Green Lake LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 50.00% |
Burger Business [Member] | LBB Hassalo LLC [Member] | |
Company name | LBB Hassalo LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 80.00% |
Burger Business [Member] | LBB Platform LLC [Member] | |
Company name | LBB Platform LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 80.00% |
Burger Business [Member] | LBB Progress Ridge LLC [Member] | |
Company name | LBB Progress Ridge LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 50.00% |
Burger Business [Member] | Noveno LLC [Member] | |
Company name | Noveno LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Octavo LLC [Member] | |
Company name | Octavo LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Primero LLC [Member] | |
Company name | Primero LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Quinto LLC [Member] | |
Company name | Quinto LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Segundo LLC [Member] | |
Company name | Segundo LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Septimo LLC [Member] | |
Company name | Septimo LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | Sexto LLC [Member] | |
Company name | Sexto LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Just Fresh [Member] | JF Franchising Systems, LLC [Member] | |
Company name | JF Franchising Systems, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 56.00% |
Just Fresh [Member] | JF Restaurants, LLC [Member] | |
Company name | JF Restaurants, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 56.00% |
West Coast Hooters [Member] | Jantzen Beach Wings, LLC [Member] | |
Company name | Jantzen Beach Wings, LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
West Coast Hooters [Member] | Oregon Owl's Nest, LLC [Member] | |
Company name | Oregon Owls Nest, LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
West Coast Hooters [Member] | Tacoma Wings, LLC [Member] | |
Company name | Tacoma Wings, LLC |
Jurisdiction of Incorporation | WA, USA |
Percent Owned | 100.00% |
South African Entities [Member] | Chanticleer South Africa (Pty) Ltd [Member] | |
Company name | Chanticleer South Africa (Pty) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 100.00% |
South African Entities [Member] | Hooters Emperors Palace (Pty) Ltd. [Member] | |
Company name | Hooters Emperors Palace (Pty.) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 88.00% |
South African Entities [Member] | Hooters On The Buzz (Pty) Ltd [Member] | |
Company name | Hooters On The Buzz (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 95.00% |
South African Entities [Member] | Hooters PE (Pty) Ltd [Member] | |
Company name | Hooters PE (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
South African Entities [Member] | Hooters Ruimsig (Pty) Ltd [Member] | |
Company name | Hooters Ruimsig (Pty) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 90.00% |
South African Entities [Member] | Hooters SA (Pty) Ltd [Member] | |
Company name | Hooters SA (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 90.00% |
South African Entities [Member] | Hooters Umhlanga (Pty.) Ltd [Member] | |
Company name | Hooters Umhlanga (Pty.) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 82.00% |
South African Entities [Member] | Hooters Willows Crossing (Pty) Ltd [Member] | |
Company name | Hooters Willows Crossing (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 100.00% |
South African Hooters [Member] | Hooters PE (Pty) Ltd [Member] | |
Percent Owned | 100.00% |
European Entities [Member] | Chanticleer Holdings Limited [Member] | |
Company name | Chanticleer Holdings Limited |
Jurisdiction of Incorporation | Jersey |
Percent Owned | 100.00% |
European Entities [Member] | West End Wings LTD [Member] | |
Company name | West End Wings LTD |
Jurisdiction of Incorporation | United Kingdom |
Percent Owned | 100.00% |
European Entities [Member] | Chanticleer Finance UK (No. 1) Plc [Member] | |
Company name | West End Wings LTD |
Jurisdiction of Incorporation | United Kingdom |
Percent Owned | 100.00% |
Inactive Entities [Member] | Hoot Surfers Paradise Pty. Ltd [Member] | |
Company name | Hoot Surfers Paradise Pty. Ltd. |
Jurisdiction of Incorporation | Australia |
Percent Owned | 60.00% |
Inactive Entities [Member] | Hooters Brazil [Member] | |
Company name | Hooters Brazil |
Jurisdiction of Incorporation | Brazil |
Percent Owned | 100.00% |
Inactive Entities [Member] | DineOut SA Ltd [Member] | |
Company name | DineOut SA Ltd. |
Jurisdiction of Incorporation | England |
Percent Owned | 89.00% |
Inactive Entities [Member] | Avenel Financial Services, LLC [Member] | |
Company name | Avenel Financial Services, LLC |
Jurisdiction of Incorporation | NV, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Avenel Ventures, LLC [Member] | |
Company name | Avenel Ventures, LLC |
Jurisdiction of Incorporation | NV, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Chanticleer Advisors, LLC [Member] | |
Company name | Chanticleer Advisors, LLC |
Jurisdiction of Incorporation | NV, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Chanticleer Investment Partners, LLC [Member] | |
Company name | Chanticleer Investment Partners, LLC |
Jurisdiction of Incorporation | NV, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Dallas Spoon Beverage, LLC [Member] | |
Company name | Dallas Spoon Beverage, LLC |
Jurisdiction of Incorporation | TX, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | Dallas Spoon, LLC [Member] | |
Company name | Dallas Spoon, LLC |
Jurisdiction of Incorporation | TX, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | American Roadside Cross Hill, LLC [Member] | |
Company name | American Roadside Cross Hill, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | UK Bond Company [Member] | |
Company name | UK Bond Company |
Jurisdiction of Incorporation | United Kingdom |
Percent Owned | 100.00% |
Significant Accounting Polici39
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 13,630,416 | 11,412,887 |
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 | 9,556,304 |
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 | 3,836,342 | 1,795,961 |
Convertible Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 287,770 | 60,622 |
Significant Accounting Polici40
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Parenthetical) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Warrant [Member] | ||
Weighted avg exercise price | $ 4.93 | |
Convertible Notes Payable [Member] | ||
Weighted avg conversion price | $ 1.05 | $ 1.05 |
Warrant [Member] | ||
Weighted avg exercise price | $ 4.93 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Sep. 30, 2015 | Jul. 02, 2015 | Mar. 15, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 15,475,739 | $ 12,518,192 | $ 12,702,139 | $ 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 | $ 1,040,542 | 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) | 9 Months Ended |
Sep. 30, 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 | 4,641,858 |
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 | 15,731,113 |
Liabilities assumed | (1,820,007) |
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 | 1,040,542 |
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 | 2,663,263 |
Liabilities assumed | (262,415) |
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 | 73,780 |
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 | $ 5,661,470 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Discontinued operations | |
Repurchase option percentage | 20.00% |
Repurchase option term | 5 years |
Repurchase amount | $ 1 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Operating Results From Discontinued Assets and Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Discontinued Operations - Schedule Of Operating Results From Discontinued Assets And Liabilities Details | ||
Cash | $ 303,471 | |
Accounts receivable | 19,328 | |
Inventory | 157,079 | |
Property, plant and equipment | 4,497,170 | |
Goodwill and intangible assets | 505,138 | |
Other Assets | 500,544 | |
Valuation allowance | ||
Total | 5,389,300 | |
Accounts payable and accrued liabilites | 161,168 | 889,176 |
Due to affiliates | 390,779 | |
Deferred rent | 58,648 | |
Total | 58,648 | |
Net Assets of discontinued operations | $ (161,168) | $ 4,644,127 |
Discontinued Operations - Sch45
Discontinued Operations - Schedule of Operating Results From Discontinued Operations Pre-Tax Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Discontinued operations | ||||
Revenue | $ 3,427,928 | $ 5,301,607 | ||
Restaurant cost of sales | 1,196,734 | 1,745,566 | ||
Restaurant operating expenses | 2,780,441 | 3,647,470 | ||
Restaurant pre-opening and closing expenses | 258,850 | |||
General and administrative expenses | 296,343 | 492,620 | ||
Depreciation and amortization | 436,144 | 231,881 | ||
Other | 22,893 | 14,927 | ||
Loss of discontinued operations | (1,304,627) | (1,089,707) | ||
Loss on write-down of net assets | (3,876,161) | |||
Total pretax loss of discontinued operations | (5,180,788) | (5,578,750) | ||
Income tax | ||||
Loss on discontinued operations | $ (54,974) | $ (2,826,919) | $ (4,919,862) | $ (3,398,929) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - South African Restaurants [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Assets under capital leases at cost | $ 180,525 | $ 196,100 |
Assets under capital leases net book value | $ 20,413 | $ 53,497 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 18,138,209 | $ 17,155,222 |
Accumulated depreciation and amortization | (6,606,987) | (5,011,158) |
Property and equipment, net | 11,531,222 | 12,144,064 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,336,084 | 10,094,130 |
Restaurant Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,664,151 | 6,243,196 |
Construction In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 207,552 | |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,025 | 5,470 |
Land and Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 814,367 | 708,020 |
Office Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 108,030 | $ 104,406 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets, Net - Schedule of Goodwill (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||||
Goodwill | $ 12,518,192 | $ 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 | 1,040,542 | 978,350 | ||
Just Fresh [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 495,755 | 425,151 | ||
Hooters South Africa [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 229,535 | 206,503 | ||
West End Wings UK [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 2,393,226 | 2,733,001 | ||
Hooters Pacific NW [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 1,950,828 | $ 1,950,828 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 12,702,139 | $ 15,617,308 |
Acquisitions | 70,604 | 426,038 |
Adjustments | 62,192 | |
Foreign currency translation (loss) gain | (316,742) | (567,607) |
Ending Balance | $ 12,518,192 | $ 15,475,739 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets, Net - Schedule of Other Intangible Assets (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible cost | $ 7,504,469 | $ 7,473,662 | |
Accumulated amortization | (932,778) | (696,726) | |
Intangible assets, net | 6,571,691 | 6,776,936 | |
Amortization expense | 236,052 | $ 229,370 | |
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 | $ 1,727,539 | 1,696,732 | |
Franchise Fees [Member] | South Africa [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible cost | $ 318,713 | 286,732 | |
Estimated useful Life | 20 years | ||
Franchise Fees [Member] | Hooters Pacific NW [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible cost | $ 88,826 | 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 |
Long-Term Debt and Notes Paya51
Long-Term Debt and Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Loan proceeds | $ 125,000 | $ 2,806,837 |
Amortization of debt discount | 925,806 | 1,356,365 |
Long Terrm Debt And Notes Payable [Member] | ||
Amortization of debt discount | 128,901 | $ 128,898 |
Merchant Accounts [Member] | ||
Payments for lender | $ 156,250 | |
Percentage of daily credit and recipts | 5.00% |
Long-Term Debt and Notes Paya52
Long-Term Debt and Notes Payable - Summary of Long-Term Debt and Notes Payable (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Total Long-term Debt | $ 6,435,688 | $ 6,481,644 |
Current portion of long-term debt | 6,130,583 | 5,383,003 |
Long-term debt, less current portion | 305,105 | 1,098,641 |
Note Payable, Due January 2017, Net of Discount of $42,966 and $171,868, Respectively [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 4,957,034 | 4,828,132 |
Note Payable, due January 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 771,309 | 942,918 |
Note Payable, due October 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 92,252 | 132,596 |
Mortgage Note, South Africa, due July 2024 [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 218,436 | 208,131 |
Bank overdraft facilities, South Africa, annual renewal [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 165,095 | 180,377 |
Equipment financing arrangements, South Africa [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | 156,558 | 189,490 |
2016 Credit Facility, Due January 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Total Long-term Debt | $ 75,004 |
Long-Term Debt and Notes Paya53
Long-Term Debt and Notes Payable - Summary of Long-Term Debt and Notes Payable (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Note payable, net of discount | $ 120,820 | $ 914,724 |
Note Payable, Due January 2017, Net of Discount of $42,966 and $171,868, Respectively [Member] | ||
Note payable, net of discount | $ 42,966 | $ 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 |
2016 Credit Facility, Due January 2017 [Member] | ||
Note payable, due date | January 2,017 | January 2,017 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Amortization of debt discount | $ 925,806 | $ 1,356,365 |
Convertible Notes Payable [Member] | ||
Amortization of debt discount | $ 793,904 | $ 1,356,365 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Convertible Notes Payable [Line Items] | ||
Total Long-term Debt | $ 6,435,688 | $ 6,481,644 |
Current portion of long-term debt | 6,130,583 | 5,383,003 |
Long-term debt, less current portion | 305,105 | 1,098,641 |
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 | (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 | (58,503) | (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 | (62,317) | (238,152) |
Convertible Notes Payable [Member] | ||
Convertible Notes Payable [Line Items] | ||
Total Long-term Debt | 3,604,180 | 2,810,276 |
Current portion of long-term debt | (3,604,180) | (2,810,276) |
Long-term debt, less current portion |
Convertible Notes Payable - S56
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
6% Convertible Notes Payable Issued in August 2013 [Member] | ||
Note payable, due date | August 2,013 | August 2,013 |
Convertible notes payable, Percentage | 6.00% | 6.00% |
8% Convertible Notes Payable Issued in Nov/Dec 2014 | ||
Note payable, due date | Nov/Dec 2014 | Nov/Dec 2014 |
Convertible notes payable, Percentage | 8.00% | 8.00% |
8% Convertible Notes Payable Issued in January 2015 [Member] | ||
Note payable, due date | January 2,015 | January 2,015 |
Convertible notes payable, Percentage | 8.00% | 8.00% |
8% Convertible Notes Payable Issued in January 2015 [Member] | ||
Note payable, due date | January 2,015 | January 2,015 |
Convertible notes payable, Percentage | 8.00% | 8.00% |
Capital Leases Payable - Schedu
Capital Leases Payable - Schedule of Lease Payments for Capital Leases (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Capital Leases Payable [Line Items] | ||
Total capital leases payable | $ 26,888 | $ 55,272 |
Current maturities | 22,115 | 39,303 |
Capital leases payable, less current maturities | 4,773 | 15,969 |
Capital Lease Payable, Bearing Interest at 11.5%, Through August 2017 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 3,335 | 5,231 |
Capital Lease Payable, Bearing Interest at 11.5%, Through December 2017 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 19,459 | 26,869 |
Capital Lease Payable, Bearing Interest at 11.5%, Through July 2016 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | 7,786 | |
Capital Lease Payable, Bearing Interest at 11.5%, Through November 2016 [Member] | ||
Capital Leases Payable [Line Items] | ||
Total capital leases payable | $ 4,094 | $ 15,386 |
Capital Leases Payable - Sche58
Capital Leases Payable - Schedule of Lease Payments for Capital Leases (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 59
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 3,321,895 | $ 3,547,174 |
Accrued taxes (VAT, GST, Sales Payroll) | 778,413 | 784,842 |
Accrued income taxes | 46,827 | 27,709 |
Accrued interest | 522,363 | 380,406 |
Accounts payable and accrued expenses | $ 4,669,498 | $ 4,740,131 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 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 | 21,957,147 | 21,337,247 |
Common stock, shares issued | 21,957,147 | 21,337,247 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | ||
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Stock issued during period, shares, new issues | 175,340 | |
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) | 9 Months Ended |
Sep. 30, 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 10 months 24 days |
Weighted Average Remaining Life In Years, Exercisable | 1 year 10 months 24 days |
Stockholders' Equity - Schedu62
Stockholders' Equity - Schedule of Warrants Outstanding (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 1 year 10 months 24 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 | $ 4 |
Number of warrants, outstanding | 7,439,631 |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 1 year 9 months 18 days |
Number of warrants exercisable | 7,439,631 |
Range 2 [Member] | Warrant [Member] | |
Range of exercise prices, lower limit | $ / 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) | 1 year 9 months 18 days |
Number of warrants exercisable | 799,901 |
Range 3 [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) | 2 years 9 months 18 days |
Number of warrants exercisable | 954,272 |
Range 4 [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 2 months 12 days |
Number of warrants exercisable | 312,500 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Non-Interest Bearing Loans and Advances from Related Parties (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 209,563 | $ 12,963 |
Chanticleer Investors LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 196,600 | |
Hoot SA I, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 12,963 | 12,963 |
Chanticleer Investors LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties |
Related Party Transactions - 64
Related Party Transactions - Schedule of Earned Income and Made Advance to Related Parties (Details) - USD ($) | Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | $ 10,976,639 | $ 9,278,197 | $ 31,840,409 | $ 24,433,881 |
Operating Income (Loss): | (517,530) | (1,083,650) | (1,806,681) | (4,179,898) |
Depreciation and Amortization | 590,433 | 354,119 | 1,738,815 | 973,374 |
Operating Segments [Member] | ||||
Revenue: | 10,976,639 | 9,278,197 | 31,840,409 | 24,433,881 |
Operating Income (Loss): | (517,531) | (1,083,650) | (1,806,682) | (4,179,898) |
Depreciation and Amortization | 590,433 | 354,119 | 1,738,815 | 973,374 |
Operating Segments [Member] | Hooters Full Service [Member] | ||||
Revenue: | 3,682,340 | 3,648,509 | 10,194,512 | 11,067,894 |
Operating Income (Loss): | 37,728 | 14,213 | 81,473 | (75,793) |
Depreciation and Amortization | 143,691 | 121,180 | 405,617 | 396,776 |
Operating Segments [Member] | Better Burgers Fast Casual [Member] | ||||
Revenue: | 5,741,783 | 4,184,831 | 17,191,749 | 9,099,709 |
Operating Income (Loss): | (151,958) | (252,456) | (212,472) | (1,085,720) |
Depreciation and Amortization | 362,674 | 203,865 | 1,092,898 | 419,603 |
Operating Segments [Member] | Just Fresh Fast Casual [Member] | ||||
Revenue: | 1,527,516 | 1,419,857 | 4,379,148 | 4,191,278 |
Operating Income (Loss): | 49,942 | (2,370) | 22,487 | 34,924 |
Depreciation and Amortization | 83,117 | 27,915 | 237,487 | 153,577 |
Operating Segments [Member] | Corporate and Other [Member] | ||||
Revenue: | 25,000 | 25,000 | 75,000 | 75,000 |
Operating Income (Loss): | (453,243) | (843,037) | (1,698,170) | (3,053,309) |
Depreciation and Amortization | $ 952 | $ 1,159 | $ 2,814 | $ 3,418 |
Segment Information - Summary o
Segment Information - Summary of Revenues, Operating Loss, Long-Lived Assets By Geographic Area (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Revenue: | $ 10,976,639 | $ 9,278,197 | $ 31,840,409 | $ 24,433,881 | |
Operating Income (Loss): | (517,530) | (1,083,650) | (1,806,681) | (4,179,898) | |
Non-current Assets: | 31,997,344 | 31,997,344 | $ 38,386,631 | ||
United States [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue: | 8,570,452 | 6,872,530 | 25,475,352 | 17,200,287 | |
Operating Income (Loss): | (550,833) | (1,105,160) | (1,822,815) | (4,267,634) | |
Non-current Assets: | 26,999,535 | 26,999,535 | 33,106,913 | ||
South Africa [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue: | 1,495,757 | 1,380,665 | 4,017,330 | 4,626,094 | |
Operating Income (Loss): | (35,331) | (18,918) | (152,960) | (43,178) | |
Non-current Assets: | 2,547,318 | 2,547,318 | 2,428,290 | ||
Europe [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue: | 910,430 | 1,025,002 | 2,347,727 | 2,607,500 | |
Operating Income (Loss): | 68,633 | $ 40,427 | 169,093 | $ 130,914 | |
Non-current Assets: | $ 2,450,491 | $ 2,450,491 | $ 2,851,428 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 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 ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Disclosure [Line Items] | ||
Available-for-sale securities | $ 11,480 | $ 31,322 |
Embedded conversion feature | 1,094,300 | |
Warrants | 137,308 | |
Quoted Prices In Active Markets of Identical Assets (Level 1) [Member] | ||
Fair Value Disclosure [Line Items] | ||
Available-for-sale securities | 11,480 | 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 | 1,094,300 | |
Warrants | $ 137,308 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 28, 2016 | Sep. 30, 2016 |
Purchase of common stock | 10 | |
Common stock units | 1 | |
Gross proceeds | $ 13,500,000 | |
Subsequent Event [Member] | ||
Gross proceeds | $ 13,500,000 | |
Subsequent Event [Member] | Redeemable Series 1 Preferred Stock [Member] | Series 1 Warrant [Member] | ||
Purchase of common stock | 10 | |
Common stock units | 1,000,000 | |
Exercise price | $ 13.50 | |
Subsequent Event [Member] | Series 1 Preferred Stock [Member] | ||
Cumulative dividends rate | 9.00% | |
Warrant term | 7 years | |
Rights offering description | The Company plans to make the rights offering through the distribution of non-transferable subscription rights to purchase units, each Unit consisting of one share of redeemable Series 1 Preferred Stock and one Series 1 Warrant to purchase 10 shares of common stock. The proposed rights offering will consist of up to an aggregate of 1,000,000 units at a price of $13.50 per unit. Holders of the Series 1 Preferred will be entitled to receive cumulative dividends at the rate of 9% of the purchase price per year for a term of seven years, payable quarterly. Each Series 1 Warrant may be exercised by surrendering one share of Series 1 Preferred for a term of seven years. |