Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 25, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Chanticleer Holdings, Inc. | ||
Entity Central Index Key | 1,106,838 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 5,000,000 | ||
Entity Common Stock, Shares Outstanding | 3,222,209 | ||
Trading Symbol | HOTR | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 272,976 | $ 268,575 |
Restricted cash | 165,517 | |
Accounts and other receivables, net | 475,988 | 524,481 |
Inventories | 460,756 | 539,550 |
Prepaid expenses and other current assets | 324,324 | 461,074 |
Assets held for sale, net | 100,000 | |
TOTAL CURRENT ASSETS | 1,799,561 | 1,793,680 |
Property and equipment, net | 8,548,592 | 11,513,693 |
Goodwill | 12,647,806 | 12,405,770 |
Intangible assets, net | 5,896,732 | 6,530,243 |
Investments | 800,000 | 800,000 |
Deposits and other assets | 490,328 | 442,737 |
TOTAL ASSETS | 30,183,019 | 33,486,123 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,972,252 | 5,553,068 |
Current maturities of long-term debt and notes payable | 5,741,911 | 6,171,649 |
Current maturities of convertible notes payable | 3,000,000 | |
Current maturities of capital leases payable | 18,449 | |
Due to related parties | 191,850 | 194,350 |
TOTAL CURRENT LIABILITIES | 14,906,013 | 11,937,516 |
Long-term debt, less current portion, net unamortized of discount and deferred financing costs of $1,173,190 and $0, respectively | 287,445 | |
Convertible notes payable, net of unamortized debt discount (premium) of ($12,256) and $46,936, respectively | 212,256 | 3,678,064 |
Redeemable preferred stock: no par value, 62,876 and 19,050 shares issued and outstanding, net of unamortized deferred finance costs of $208,697 and $0, respectively | 640,129 | 257,175 |
Deferred rent | 2,156,378 | 2,135,526 |
Deferred tax liabilities | 779,359 | 1,485,554 |
TOTAL LIABILITIES | 18,694,135 | 19,781,280 |
Commitments and contingencies | ||
Common stock subject to repurchase obligation; 0 and 56,290 shares issued and outstanding, respectively | 349,000 | |
Stockholders' equity: | ||
Preferred stock: no par value; authorized 5,000,000 shares; | ||
Common stock: $0.0001 par value; authorized 45,000,000 shares; issued and outstanding 3,045,809 and 2,139,424 shares, respectively | 305 | 213 |
Additional paid-in capital | 60,750,330 | 55,926,196 |
Accumulated other comprehensive loss | (934,901) | (1,155,658) |
Accumulated deficit | (49,109,303) | (42,206,325) |
Total Chanticleer Holdings, Inc, Stockholders' Equity | 10,706,431 | 12,564,426 |
Non-Controlling Interests | 782,453 | 791,417 |
TOTAL STOCKHOLDERS' EQUITY | 11,488,884 | 13,355,843 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 30,183,019 | $ 33,486,123 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Long-term unamortized discount | $ 1,173,190 | $ 0 |
Convertible notes unamortized discount | $ (12,256) | $ 46,936 |
Redeemable preferred stock, no par value | ||
Redeemable preferred stock, shares issued | 62,876 | 19,050 |
Redeemable preferred stock, shares outstanding | 62,876 | 19,050 |
Unamortized deferred finance costs | $ 208,697 | $ 0 |
Common stock repurchase obligation, shares issued | 0 | 56,290 |
Common stock repurchase obligation, shares outstanding | 0 | 56,290 |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 3,045,809 | 2,139,424 |
Common stock, shares outstanding | 3,045,809 | 2,139,424 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | ||
Restaurant sales, net | $ 40,495,166 | $ 40,640,159 |
Gaming income, net | 442,521 | 441,620 |
Management fee income | 100,000 | 100,000 |
Franchise income | 395,176 | 520,222 |
Total revenue | 41,432,863 | 41,702,001 |
Expenses: | ||
Restaurant cost of sales | 13,692,921 | 13,392,078 |
Restaurant operating expenses | 23,432,124 | 22,641,951 |
Restaurant pre-opening and closing expenses | 319,282 | 145,130 |
General and administrative expenses | 4,545,496 | 5,801,033 |
Asset impairment charges | 2,395,616 | |
Depreciation and amortization | 2,282,801 | 2,341,697 |
Total expenses | 46,668,240 | 44,321,889 |
Operating loss from continuing operations | (5,235,377) | (2,619,888) |
Other (expense) income | ||
Interest expense | (2,592,961) | (2,347,019) |
Change in fair value of derivative liabilities | 1,231,608 | |
Loss on debt refinancing | (95,310) | |
Other income (expense) | 112,984 | (412,272) |
Total other expense | (2,575,287) | (1,527,683) |
Loss from continuing operations before income taxes | (7,810,664) | (4,147,571) |
Income tax benefit (expense) | 644,429 | (198,463) |
Loss from continuing operations | (7,166,235) | (4,346,034) |
Discontinued operations | ||
Loss from discontinued operations, net of tax | (1,304,627) | |
Loss on write down of net assets | (3,762,253) | |
Consolidated net loss | (7,166,235) | (9,412,914) |
Less net loss attributable to non-controlling interest: Continuing operations | 371,464 | 75,417 |
Less net loss attributable to non-controlling interest: Discontinued operations | 260,925 | |
Net loss attributable to Chanticleer Holdings, Inc. | (6,794,771) | (9,076,572) |
Net loss attributable to Chanticleer Holdings, Inc.: | ||
Loss from continuing operations | (6,794,771) | (4,270,617) |
Loss from discontinued operations | (4,805,955) | |
Net loss attributable to Chanticleer Holdings, Inc. | (6,794,771) | (9,076,572) |
Dividends on redeemable preferred stock | (108,206) | |
Net loss attributable to common shareholders of Chanticleer Holdings, Inc. | $ (6,902,977) | $ (9,076,572) |
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: | $ (2.73) | $ (4.18) |
Continuing operations attributable to common stockholders, basic and diluted | (2.73) | (1.97) |
Discontinued operations attributable to common stockholders, basic and diluted | $ (2.22) | |
Weighted average shares outstanding, basic and diluted | 2,525,037 | 2,169,503 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net loss attributable to Chanticleer Holdings, Inc. | $ (6,794,771) | $ (9,076,572) |
Reclassification of loss recognized in net loss, net of tax | 199,242 | |
Foreign currency translation gain (loss) | 220,757 | (271,452) |
Total other comprehensive income (loss) | (72,210) | |
Comprehensive loss | $ (6,574,014) | $ (9,148,782) |
Consolidated Statements Stockho
Consolidated Statements Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Non- controlling Interest [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 213 | $ 55,367,518 | $ (987,695) | $ 389,810 | $ (33,012,712) | $ 21,757,134 |
Balance, shares at Dec. 31, 2015 | 2,133,725 | |||||
Consulting services | 24,511 | 24,511 | ||||
Consulting services, shares | 5,700 | |||||
Convertible debt | $ 6 | 348,994 | 349,000 | |||
Convertible debt, shares | 56,290 | |||||
Share based compensation | 9,167 | 9,167 | ||||
Foreign currency translation | (271,452) | (271,452) | ||||
Available-for-sale securities | 199,242 | 199,242 | ||||
Reclassifications related to discontinued operations | (95,753) | 335,979 | 240,226 | |||
Shares subject to redemption | $ (6) | (348,944) | (349,000) | |||
Shares subject redemption, shares | (56,290) | |||||
Non-controlling interest | 525,000 | 401,970 | (117,041) | 809,929 | ||
Net loss | (336,342) | (9,076,572) | (9,412,914) | |||
Balance at Dec. 31, 2016 | $ 213 | 55,926,196 | (1,155,658) | 791,417 | (42,206,325) | 13,355,843 |
Balance, shares at Dec. 31, 2016 | 2,139,425 | |||||
Net loss | (3,751,110) | |||||
Balance at Jun. 30, 2017 | 15,212,569 | |||||
Balance at Dec. 31, 2016 | $ 213 | 55,926,196 | (1,155,658) | 791,417 | (42,206,325) | 13,355,843 |
Balance, shares at Dec. 31, 2016 | 2,139,425 | |||||
Net loss | (5,630,657) | |||||
Balance at Sep. 30, 2017 | 13,262,362 | |||||
Balance at Dec. 31, 2016 | $ 213 | 55,926,196 | (1,155,658) | 791,417 | (42,206,325) | 13,355,843 |
Balance, shares at Dec. 31, 2016 | 2,139,425 | |||||
Consulting services | $ 10 | 280,659 | 280,669 | |||
Consulting services, shares | 86,389 | |||||
Convertible debt | $ 23 | 699,740 | 699,763 | |||
Convertible debt, shares | 233,255 | |||||
Foreign currency translation | 220,757 | 220,757 | ||||
Cash proceeds, net | $ 50 | 939,662 | 939,712 | |||
Cash proceeds, net, shares | 499,856 | |||||
Working capital adjustments | $ 1 | 27,017 | 27,018 | |||
Working capital adjustments, shares | 9,006 | |||||
Prefered Unit dividend | $ 2 | 54,002 | (108,207) | (54,205) | ||
Prefered Unit dividend, shares | 20,782 | |||||
Convetible debt beneficial conversion feature | 274,167 | 274,167 | ||||
Warrants issued with notes payable | 1,837,397 | 1,837,397 | ||||
Shares released from redemption feature | $ 6 | 348,990 | 348,996 | |||
Shares released from redemption feature, shares | 56,290 | |||||
Non-controlling interest contribution | 362,500 | 362,500 | 725,000 | |||
Round-up shares in reverse split | ||||||
Round-up shares in reverse split, shares | 806 | |||||
Net loss | 782,457 | (6,794,771) | (7,166,235) | |||
Balance at Dec. 31, 2017 | $ 305 | $ 60,750,330 | $ (934,901) | $ 782,453 | $ (49,109,303) | 11,488,884 |
Balance, shares at Dec. 31, 2017 | 3,045,809 | |||||
Balance at Jun. 30, 2017 | 15,212,569 | |||||
Net loss | (1,879,544) | |||||
Balance at Sep. 30, 2017 | $ 13,262,362 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (7,166,235) | $ (9,412,914) |
Net loss from discontinued operations | 5,066,880 | |
Net loss from continuing operations | (7,166,235) | (4,346,034) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 2,282,801 | 2,341,697 |
Asset impairment charge | 2,395,616 | |
Loss on debt refinancing | 95,310 | |
Common stock and warrants issued for services | 280,669 | 24,510 |
Common stock and warrants issued for interest | 349,000 | |
Amortization of debt discount | 788,187 | 1,039,656 |
Change in assets and liabilities: | ||
Accounts and other receivables | 35,154 | (336,546) |
Prepaid and other assets | 22,157 | 113,633 |
Inventory | 23,062 | 33,217 |
Accounts payable and accrued liabilities | 1,039,179 | 1,540,463 |
Change in amounts payable to related parties | (2,500) | 194,350 |
Derivative liabilities | (1,231,608) | |
Deferred income taxes | (706,195) | 131,783 |
Deferred rent | 188,363 | (288,279) |
Net cash used in operating activities from continuing operations | (724,432) | (434,158) |
Net cash used in operating activities from discontinued operations | (75,000) | |
Net cash used in operating activities | (724,432) | (509,158) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,625,460) | (1,191,174) |
Cash paid for acquisitions, net of cash acquired | (72,215) | |
Proceeds from sale of property | 461,158 | 8,902 |
Net cash used in investing activities from continuing operations | (1,164,302) | (1,254,487) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock and warrants | 939,712 | |
Proceeds from sale of redeemable preferred stock, net of offering costs of $243,480 | 348,171 | 257,175 |
Loan proceeds, including $1,837,397 of warrants associated therewith | 6,578,090 | 275,000 |
Payment of deferred financing costs | (293,294) | |
Loan repayments | (6,187,738) | (513,523) |
Capital lease payments | (28,405) | (40,636) |
Contribution of non-controlling interest | 725,000 | 823,671 |
Net cash provided by financing activities from continuing operations | 2,081,536 | 801,687 |
Effect of exchange rate changes on cash | (22,884) | 6,118 |
Net increase (decrease) in cash and restricted cash | 169,918 | (955,840) |
Cash and restricted cash, beginning of year | 268,575 | 1,224,415 |
Cash and restricted cash, end of year | 272,976 | 268,575 |
Supplemental cash flow information: | ||
Interest | 839,816 | 581,072 |
Income taxes | 27,631 | 51,100 |
Non-cash investing and financing activities: | ||
Convertible debt settled through issuance of common stock | 625,000 | |
Accrued interest settled through issuance of common stock | 74,763 | |
Preferred stock dividends paid through issuance of common stock | 54,004 | |
Common stock issued in connection with working capital adjustment | 27,018 | |
Purchases of businesses: | ||
Current assets excluding cash | 1,611 | |
Goodwill | 70,604 | |
Cash paid for acquisitions | $ 72,215 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2017USD ($) |
Statement of Cash Flows [Abstract] | |
Redeemable preferred stock, net of offering costs | $ 243,480 |
Warrants | $ 1,837,397 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Organization Chanticleer Holdings, Inc. (the “Company”) is in the business of owning, operating and franchising fast casual dining concepts domestically and internationally. The Company was organized October 21, 1999, under its original name, Tulvine Systems, Inc., under the laws of the State of Delaware. On April 25, 2005, Tulvine Systems, Inc. formed a wholly-owned subsidiary, Chanticleer Holdings, Inc., and on May 2, 2005, Tulvine Systems, Inc. merged with, and changed its name to, Chanticleer Holdings, Inc. The consolidated financial statements include the accounts of Chanticleer Holdings, Inc. and its subsidiaries presented below (collectively referred to as the “Company”): Name Jurisdiction of Incorporation Percent Owned CHANTICLEER HOLDINGS, INC. DE, USA Burger Business American Roadside Burgers, Inc. DE, USA 100% ARB Stores American Burger Ally, LLC NC, USA 100% American Burger Morehead, LLC NC, USA 100% American Roadside McBee, LLC NC, USA 100% American Roadside Southpark LLC NC, USA 100% American Roadside Burgers Smithtown, Inc. DE, USA 100% American Burger Prosperity, LLC NC, USA 100% BGR Acquisition, LLC NC, USA 100% BGR Franchising, LLC VA, USA 100% BGR Operations, LLC VA, USA 100% BGR Arlington, LLC VA, USA 100% BGR Cascades, LLC VA, USA 100% BGR Dupont, LLC DC, USA 100% BGR Old Keene Mill, LLC VA, USA 100% BGR Old Town, LLC VA, USA 100% BGR Potomac, LLC MD, USA 100% BGR Springfield Mall, LLC VA, USA 100% BGR Tysons, LLC VA, USA 100% BGR Washingtonian, LLC MD, USA 100% Capitol Burger, LLC MD, USA 100% BGR Mosaic, LLC VA, USA 100% BGR Michigan Ave, LLC DC, USA 100% BGR Chevy Chase, LLC MD, USA 100% BGR Acquisition 1, LLC NC, USA 100% BT Burger Acquisition, LLC NC, USA 100% BT’s Burgerjoint Biltmore, LLC NC, USA 100% BT’s Burgerjoint Promenade, LLC NC, USA 100% BT’s Burgerjoint Rivergate LLC NC, USA 100% BT’s Burgerjoint Sun Valley, LLC NC, USA 100% LBB Acquisition, LLC NC, USA 100% Cuarto LLC OR, USA 100% LBB Acquisition 1 LLC OR, USA 100% LBB Capitol Hill LLC WA, USA 50% LBB Franchising LLC NC, USA 100% LBB Green Lake LLC OR, USA 50% LBB Hassalo LLC OR, USA 80% LBB Lake Oswego LLC OR, USA 100% LBB Magnolia Plaza LLC NC, USA 100% LBB Multnomah Village LLC OR, USA 50% LBB Platform LLC OR, USA 80% LBB Progress Ridge LLC OR, USA 50% LBB Rea Farms LLC NC, USA 50% LBB Wallingford LLC WA, 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% Just Fresh JF Franchising Systems, LLC NC, USA 56% JF Restaurants, LLC NC, USA 56% West Coast Hooters Jantzen Beach Wings, LLC OR, USA 100% Oregon Owl’s Nest, LLC OR, USA 100% Tacoma Wings, LLC WA, USA 100% South African Entities Chanticleer South Africa (Pty) Ltd. South Africa 100% Hooters Emperors Palace (Pty.) Ltd. South Africa 88% Hooters On The Buzz (Pty) Ltd South Africa 95% Hooters PE (Pty) Ltd South Africa 100% Hooters Ruimsig (Pty) Ltd. South Africa 100% Hooters SA (Pty) Ltd South Africa 78% Hooters Umhlanga (Pty.) Ltd. South Africa 90% Hooters Willows Crossing (Pty) Ltd South Africa 100% European Entities Chanticleer Holdings Limited Jersey 100% West End Wings LTD United Kingdom 100% Inactive Entities Hooters Brazil Brazil 100% DineOut SA Ltd. England 89% Avenel Financial Services, LLC NV, USA 100% Avenel Ventures, LLC NV, USA 100% Chanticleer Advisors, LLC NV, USA 100% Chanticleer Investment Partners, LLC NC, USA 100% Dallas Spoon Beverage, LLC TX, USA 100% Dallas Spoon, LLC TX, USA 100% American Roadside Cross Hill, LLC NC, USA 100% Chanticleer Finance UK (No. 1) Plc United Kingdom 100% All significant inter-company balances and transactions have been eliminated in consolidation. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN As of December 31, 2017, our cash and restricted cash balance was $0.4 million, our working capital was negative $13 million and we have significant near-term commitments and contractual obligations. 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: ● our ability to access the capital and debt markets to satisfy current obligations and operate the business; ● our ability to refinance or otherwise extend maturities of current debt obligations; ● the level of investment in acquisition of new restaurant businesses and entering new markets; ● our ability to manage our operating expenses and maintain gross margins as we grow: ● popularity of and demand for our fast casual dining concepts; and ● general economic conditions and changes in consumer discretionary income. We have typically funded our operating costs, acquisition activities, working capital requirements and capital expenditures with proceeds from the issuances of our common stock and other financing arrangements, including convertible debt, lines of credit, notes payable, capital leases, and other forms of external financing. Our operating plans for the next twelve months contemplate opening at least eight additional company owned stores as well as growing our franchising businesses at Little Big Burger and BGR. We have contractual commitments related to store construction of approximately $1.5 million, of which we expect approximately $1.0 million to be funded by private investors and approximately $0.5 million will be funded internally by the Company. We also have $8.7 million of principal due on our debt obligations within the next 12 months plus interest. In addition, if our lenders were to assess default interest and penalties, our obligations could be accelerated and additional interest and penalties of approximately $800 thousand could potentially be assessed. We expect to be able to refinance our current debt obligations during 2018 and are also exploring the sale of certain assets and raising additional capital. However, we cannot provide assurance that we will be able to refinance our long-term debt or sell assets or raise the capital necessary to fund construction commitments. As we execute our growth plans over the next 12 months, we intend to carefully monitor the impact of growth on our working capital needs and cash balances relative to the availability of cost-effective debt and equity financing. In the event that capital is not available or we are unable to refinance our debt obligations or obtain waivers, we may then have to scale back or freeze our organic growth plans, sell assets on less than favorable terms, reduce expenses, and/or curtail future acquisition plans to manage our liquidity and capital resources. We may also incur financial penalties or other negative actions from our lenders if we are not able to refinance or otherwise extend or repay our current obligations or obtain waivers. These factors raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include the valuation of the investments, deferred tax asset valuation allowances, valuing options and warrants using the Black-Scholes models, intangible asset valuations and useful lives, depreciation and uncollectible accounts and reserves. Actual results could differ from those estimates. REVENUE RECOGNITION Revenue is recognized when all of the following criteria have been satisfied: ● Persuasive evidence of an arrangement exists; ● Delivery has occurred or services have been rendered; ● The seller’s price to the buyer is fixed or determinable; and ● Collectability is reasonably assured. Restaurant Net Sales and Food and Beverage Costs The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals, and complimentary meals and gift cards. Sales, value added tax (“VAT”) and goods and services tax (“GST”) collected from customers and remitted to governmental authorities are presented on a net basis within sales in our consolidated statements of operations and comprehensive loss. 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. 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 payouts to customers, taxes and government fees. These fees are recognized as they are earned based on the terms of the management agreements. Franchise Income The Company accounts for initial franchisee fees in accordance with FASB ASC 952, “Franchisors”. The Company grants franchises to operators in exchange for initial franchise license fees and continuing royalty payments. Franchise license fees are deferred when received and recognized as revenue when the Company has performed substantially all initial services required by the franchise or license agreement, which is generally upon the opening of a store. Continuing fees, which are based upon a percentage of franchisee revenues, are recognized on the accrual basis as those sales occur. Business combinations For business combinations, the assets acquired, the liabilities assumed, and any non-controlling interest are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. Long-lived Assets The Company accounts for amortizing long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“ASC 360”), which requires that long-lived assets be evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to; ● significant under-performance relative to expected and/or historical results (negative comparable sales growth or operating cash flows for two consecutive years); ● significant negative industry or economic trends; ● knowledge of transactions involving the sale of similar property at amounts below the company’s carrying value; or ● the company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “held for sale”. Long-lived assets are grouped for recognition and measurement of impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. The impairment test for long-lived assets requires us to assess the recoverability of our long-lived assets by comparing their net carrying value to the sum of undiscounted estimated future cash flows directly associated with and arising from the Company’s use and eventual disposition of the assets. If the net carrying value of a group of long-lived assets exceeds the sum of related undiscounted estimated future cash flows, the Company would be required to record an impairment charge equal to the excess, if any, of net carrying value over fair value. When assessing the recoverability of our long-lived assets, which include property and equipment and finite-lived intangible assets, the Company makes assumptions regarding estimated future cash flows and other factors. Some of these assumptions involve a high degree of judgment and also bear a significant impact on the assessment conclusions. Included among these assumptions are estimating undiscounted future cash flows, including the projection of comparable sales, operating expenses, capital requirements for maintaining property and equipment and residual value of asset groups. The Company formulates estimates from historical experience and assumptions of future performance, based on business plans and forecasts, recent economic and business trends, and competitive conditions. In the event that our estimates or related assumptions change in the future, the Company may be required to record an impairment charge. The Company evaluates the remaining useful lives of long-lived assets and identifiable intangible assets whenever events or circumstances indicate that a revision to the remaining period of amortization is warranted. Such events or circumstances may include (but are not limited to): the effects of obsolescence, demand, competition, and/or other economic factors including the stability of the industry in which the Company operates, known technological advances, legislative actions, or changes in the regulatory environment. If the estimated remaining useful lives change, the remaining carrying amount of the long-lived assets and identifiable intangible assets would be amortized prospectively over that revised remaining useful life. RESTAURANT PRE-OPENING and closing EXPENSES Restaurant pre-opening and closing expenses are non-capital expenditures and are expensed as incurred or as triggered by managements determination to close a store. Restaurant pre-opening expenses consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stocking of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period. Restaurant closing expenses consists of the costs related to the closing of a restaurant location and include write-off of property and equipment, lease termination costs and other costs directly related to the closure. LIQUOR LICENSES The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in other assets. Liquor licenses are reviewed for impairment annually or when events or changes in circumstances indicate that the carrying amount may not be recoverable. Annual liquor license renewal fees are expensed over the renewal term. ACCOUNTS AND OTHER RECEIVABLES The Company monitors its exposure for credit losses on its receivable balances and the creditworthiness of its receivables on an ongoing basis and records related allowances for doubtful accounts. Allowances are estimated based upon specific customer and other balances, where a risk of default has been identified, and also include a provision for non-customer specific defaults based upon historical experience. The majority of the Company’s accounts are from customer credit card transactions with minimal historical credit risk. As of December 31, 2017 and 2016, the Company has not recorded an allowance for doubtful accounts. If circumstances related to specific customers change, estimates of the recoverability of receivables could also change. INVENTORIES Inventories are recorded at the lower of cost (first-in, first-out method) or net realizable value, and consist primarily of restaurant food items, supplies, beverages and merchandise. LEASES The Company leases certain property under operating leases. The Company also finances certain property using capital leases, with the asset and obligation recorded at an amount equal to the present value of the minimum lease payments during the lease term. Many of these lease agreements contain rent holidays, rent escalation clauses and/or contingent rent provisions. Rent expense is recognized on a straight-line basis over the expected lease term, including cancelable option periods when failure to exercise such options would result in an economic penalty. The Company also may receive tenant improvement allowances in connection with its leases, which are capitalized as leasehold improvements with a corresponding liability recorded in the deferred rent liability line in the consolidated balance sheet. The tenant improvement allowance liability is amortized on a straight-line basis over the lease term as a reduction of rent expense. The rent commencement date of the lease term is the earlier of the date when the Company becomes legally obligated for the rent payments or the date when the Company takes access to the property or the grounds for build out. Certain leases contain percentage rent provisions where additional rent may become due if the location exceeds certain sales thresholds. The Company recognizes expense related to percentage rent obligations at such time as it becomes probable that the percent rent threshold will be met. fair value of financial instruments The Company is required to disclose fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s cash, accounts receivable, other receivables, accounts payable, accrued expenses, other current liabilities, convertible notes payable and notes payable approximate their estimated fair value due to the short-term maturities of these financial instruments and/or because related interest rates offered to the Company approximate current market rates. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization, which includes depreciation of assets held under capital leases, are recorded generally using the straight-line method over the estimated useful lives of the respective assets or, if shorter, the term of the lease for certain assets held under a capital lease. Leasehold improvements are amortized over the lesser of the expected lease term, or the estimated useful lives of the related assets using the straight-line method. The estimated useful lives used to compute depreciation and amortization are as follow: Leasehold improvements 5-15 years Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. Goodwill The Company reviews goodwill for impairment annually or more frequently if indicators of impairment exist. Goodwill is not subject to amortization and has been assigned to reporting units for purposes of impairment testing. The reporting units are our segments (See Note 14). A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Company’s consolidated financial statements. The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. The Company estimates fair value using the best information available, including market information and discounted cash flow projections (also referred to as the income approach). The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs and number of units, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The Company validates its estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow and sales multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If the fair value of the reporting unit is higher than its carrying value, goodwill is deemed not to be impaired, and no further testing is required. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the implied fair value of reporting unit goodwill to the carrying value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, the Company would record an impairment loss for the difference. As of December 31, 2017, goodwill is not impaired at any of our reporting units. While the estimated fair value of the Hooters Full Service reporting unit exceeded its carrying value, that excess was not significant. Accordingly, a significant reduction in future revenue for the Hooters unit from that contemplated in the Company's cash flow projections could result in an impairment of goodwill. The Company is considering various strategies to improve cash flow and reduce long-term debt, which could include selling certain of its operating assets, as well as possibly closing certain under-performing store locations to improve cash flows. Those strategic evaluations are ongoing, no decisions have been made and management can provide no assurance that the Company will proceed with any asset sales, or that such asset sale can be completed on favorable terms, or at all. In the event that management does elect to proceed with asset sales and/or affect store closures in the future rather than continue to hold and operate all its assets long term, management's assessment of the fair value, and ultimate recoverability, of goodwill, intangibles, property and equipment and other assets would be impacted and the Company could incur significant noncash impairment charges and cash exit costs in future periods. InTANGIBLE ASSETS Indefinite-lived trade name/trademark Certain of the Company's trade name/trademarks have been determined to have an indefinite life. Generally accepted accounting principles in the Unites States require the Company to perform indefinite lived asset impairment testing annually or more frequently when negative conditions or triggering events arise. The fair value of trade name/trademarks are estimated and compared to the carrying value. The Company estimates the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from its annual long-range plan; assumed royalty rates that could be payable if the Company did not own the trademarks; and a discount rate. As of December 31, 2017, indefinite-lived trade names/trademarks are not impaired. Definite-lived trade name/trademark Certain of the Company's trade name/trademarks have been determined to have a definite life and are being amortized on a straight-line basis over estimated useful lives of 10 years. The amortization expense of these definite-lived intangibles is included in depreciation and amortization in the Company's consolidated statement of operations and comprehensive loss. As of December 31, 2017, definite-lived trade names/trademarks are not impaired. Franchise Cost Intangible assets are recorded for the initial franchise fees for our Hooter’s restaurants. The Company amortizes these amounts over a 20-year period, which is the life of the franchise agreement. The Company also has intangible assets representing the acquisition date fair value of customer contracts acquired in connection with BGR’s franchise business. The Company previously determined this intangible asset to be indefinite lived based on the Company’s expectations of franchisee renewals. During 2017, management reevaluated the expected life of the BGR franchise intangible and determined that the asset was impaired, resulting in an impairment charged of $264 thousand. Management also revised its estimated useful life of the related intangible asset and began amortizing the related asset over the weighted average life of the underlying franchise agreements. DERIVATIVES On May 4, 2017, the Company issued 8% non-convertible secured debentures in the principal amount of $6,000,000 and warrants to purchase 1,200,000 shares of common stock at an exercise price of $3.50 and a ten-year term (see Note 8- Long Term Debt and Notes Payable). On October 12, 2017, the Company entered into a Securities Purchase Agreement for the sale of 499,857 shares of common stock at a purchase price of $2.00 per share. The company also issued 5½ year warrants to purchase up to 499,857 shares of common stock at a exercise price of $3.50 per share. (See Note 12- Shareholder's Equity). The Company determined that the warrants issued in connection with both the debentures and the Securities Purchase Agreement were fixed price instruments and did not meet any other criteria requiring derivative liability accounting. ACQUIRED ASSETS AND ASSUMED LIABILITIES Pursuant to ASC No. 805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the Company retrospectively adjusts the provisional amounts recognized at the acquisition date by means of adjusting the amount recognized for goodwill. Income Taxes Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has provided a valuation allowance for the full amount of the deferred tax assets. As of December 31, 2017 and 2016, the Company had no accrued interest or penalties relating to any income tax obligations. The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception. The last three years of the Company’s tax years are subject to federal and state tax examination. Stock-based Compensation The compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the financial statements. That cost is measured based on the estimated fair value of the equity or liability instruments issued. A wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans are included. Reverse Split As of May 19, 2017, the Company affected a one-for-ten reverse stock split of the Company’s shares of common stock. As a result of reverse stock split, each ten shares of common stock issued and outstanding were combined into one share of common stock. No fractional shares were issued in connection with the reverse stock split. The Company rounded fractional shares up to the nearest whole number. The reverse stock split had no impact on the par value per share of the Company’s common stock or the number of authorized shares. All current and prior period amounts related to shares, share prices and earnings per share contained in the accompanying unaudited condensed consolidated financial statements have been restated to give retrospective presentation for the reverse stock split. LOSS PER COMMON SHARE The Company is required to report both basic earnings per share, which is based on the weighted-average number of shares outstanding and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all diluted shares outstanding. The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of December 31, 2017 and 2016, which have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. December 31, 2017 December 31, 2016 Warrants 2,362,615 972,203 Convertible notes 366,667 372,500 Accrued interest on convertible notes 18,681 45,876 Total 2,747,963 1,390,579 ADVERTISING Advertising costs are expensed as incurred. Advertising expenses which are included in restaurant operating expenses in the accompanying consolidated statement of operations, totaled $0.5 million and $0.7 million for the years ended December 31, 2017 and 2016, respectively. Advertising expense primarily consists of local advertising. AMORTIZATION OF DEBT DISCOUNT The Company has issued various debt with warrants and conversion features for which total proceeds were allocated to individual instruments based on the relative fair value of each instrument at the time of issuance. The offset to the amounts allocated to the other warrants and conversion features and the value of the debt was recorded as discount on debt and amortized over the term of the respective debt. For the year ended December 31, 2017 and 2016 amortization of debt discount was $0.8 million and $1.0 million, respectively. FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in local currency are translated to U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations are translated using average exchange rates prevailing throughout the period. Adjustments resulting from the process of translating foreign currency financial statements from functional currency into U.S. dollars are included in accumulated other comprehensive loss within stockholders’ equity. Foreign currency transaction gains and losses are included in current earnings. The Company has determined that local currency is the functional currency for each of its foreign operations. Comprehensive Income (LOSS) Standards for reporting and displaying comprehensive income (loss) and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements requires that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. We are required to (a) classify items of other comprehensive income (loss) by their nature in financial statements, and (b) display the accumulated balance of other comprehensive income (loss) separately in the equity section of the balance sheet for all periods presented. Other comprehensive income (loss) items include foreign currency translation adjustments. concentration of credit risk The Company maintains its cash with major financial institutions. Cash held in U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in South Africa or the United Kingdom bank accounts. There was approximately $202 thousand and $35 thousand in aggregate uninsured cash balances at December 31, 2017 and 2016, respectively. Certain reclassifications have been made in the financial statements at December 31, 2016 and for the year then ended to conform with current year presentation. The reclassifications had no effect on net loss. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers”. The FASB has also issued additional related standards (ASU’s 2015-14, 2016-08, 2016-10, 2016-12, 2016-20) all of which supersede the existing revenue recognition guidance and provides a new framework for recognizing revenue. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard also requires significantly more comprehensive disclosures than the existing standard. Guidance subsequent to ASU 2014-09 has been issued to clarify various provisions in the standard, including principal versus agent considerations, identifying performance obligations, licensing transactions, as well as various technical corrections and improvements. This standard may be adopted using either a retrospective or modified retrospective method. Early adoption is permitted. We are substantially complete with our evaluation of the impact this standard is expected to have on our consolidated financial statements. We do not expect a significant impact on restaurant sales, gaming income or management fees or to sales-based royalty revenue. However, the pattern and timing of revenue recognition related to the fixed fees associated with our franchise agreements (such as restaurant opening and area fees) will differ from current policy. Under the new standard, the license granted to each restaurant under each existing contract is considered a performance obligation. All other promises (such as providing assistance during the opening of a restaurant) will be combined with the license as one performance obligation. Accordingly, we will allocate the total transaction price (comprised of the restaurant opening and territory fees) to each restaurant expected to be opened by the licensee under the contract. We will recognize the fee allocated to each restaurant as revenue on a straight-line basis over the restaurant’s license term, which generally begins when the restaurant opens. We plan to adopt the standard on January 1, 2018, utilizing a modified retrospective transition approach. We are in the process of finalizing our analysis and expect the adoption to result in a decrease to retained earnings of approximately $220 thousand on the transition date with a corresponding increase of $220 thousand in deferred revenue. 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 was adopted in the first quarter of 2017 and did not materially affect the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 “Leases,” which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.” This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier adoption permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and are in process of identifying the population of leases to be analyzed and recognized as right to use assets and liabilities on the Company’s consolidated balance sheet upon adoption. The Company has not completed its evaluation or quantified the impact that adoption of ASU 2016-02 will have on its consolidated financial statements. However, management does expect there to be a material increase in both assets and liabilities reflected on its consolidated balance sheets as a result of adoption on January 1, 2019 with the majority of leases currently classified as operating will be reflected as right to use assets and capital lease obligations on the consolidated balance sheet under the new standard. 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 was adopted by the Company as of January 1, 2017 and did not have any effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The new guidance simplifies the test for goodwill impairment. Currently, the fair value of the reporting unit is compared with the carrying value of the reporting unit (identified as “Step 1”). If the fair value of the reporting unit is lower than its carrying amount then, the implied fair value of goodwill is calculated. If the implied fair value of goodwill is lower than the carrying value of goodwill an impairment is recognized (identified as “Step 2”). The new standard eliminates Step 2 f |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. ACQUISITIONS The Company’s 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. 2016 Acquisition The Company completed one acquisition during 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. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | 4. INVESTMENTS Investments at cost consist of the following at December 31, 2017 and 2016: 2017 2016 Chanticleer Investors, LLC $ 800,000 $ 800,000 Chanticleer Investors LLC – |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued operations | |
Discontinued Operations | 5. 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 retained a five-year option to repurchase a 20% interest in the stores for $1. The major line items comprising the loss of discontinued operations are as follows: Year ended December 31, 2016 Revenue $ 3,427,928 Restaurant cost of sales 1,196,734 Restaurant operating expenses 2,780,441 General and administrative expenses 296,343 Depreciation and amortization 436,144 Other 22,893 Loss of discontinued operations (1,304,627 ) Loss on write-down of net assets (3,762,253 ) Total pretax loss of discontinued operations (5,066,880 ) Income tax - Loss on discontinued operations $ (5,066,880 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT Property and equipment consists of the following at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Leasehold improvements $ 9,941,223 $ 10,363,996 Restaurant furniture and equipment 5,952,934 6,716,926 Construction in progress 176,939 582,265 Office and computer equipment 71,965 68,303 Land and buildings - 826,664 Office furniture and fixtures 76,486 108,030 16,219,547 18,666,184 Accumulated depreciation and amortization (7,670,955 ) (7,152,491 ) $ 8,548,592 $ 11,513,693 Depreciation and amortization expense was $1,950,021 and $2,029,804 for the years ended December 31, 2017 and 2016, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. INTANGIBLE ASSETS, NET GOODWILL Goodwill consist of the following at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Hooters Full Service $ 4,703,203 $ 4,461,167 Better Burgers Fast Casual 7,448,848 7,448,848 Just Fresh Fast Casual 495,755 495,755 $ 12,647,806 $ 12,405,770 The changes in the carrying amount of goodwill are summarized as follows: December 31, 2017 December 31, 2016 Beginning Balance $ 12,405,770 $ 12,702,139 Acquisitions - 70,604 Adjustments - 62,192 Foreign currency translation (loss) gain 242,036 (429,165 ) Ending Balance $ 12,647,806 $ 12,405,770 OTHER INTANGIBLE ASSETS Franchise and trademark/tradename intangible assets consist of the following at December 31, 2017 and December 31, 2016: Estimated Useful Life December 31, 2017 December 31, 2016 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 Acquired Franchise Rights BGR: The Burger Joint, net of impairment of $264,000 7 years 1,056,000 1,320,000 Franchise License Fees: Hooters South Africa 20 years 273,194 322,258 Hooters Pacific NW 20 years 74,507 88,826 Hooters UK 5 years 13,158 30,848 360,859 441,932 Total Intangibles at cost 7,193,789 7,538,862 Accumulated amortization (1,297,057 ) (1,008,619 ) Intangible assets, net $ 5,896,732 $ 6,530,243 Periods Ended December 31, 2017 December 31, 2016 Amortization expense $ 302,879 $ 311,893 |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Notes Payable | 8. LONG-TERM DEBT AND NOTES PAYABLE Long-term debt and notes payable are summarized as follows. December 31, 2017 December 31, 2016 Note Payable, due December 31, 2018, net of discount of $1,173,390 and $0, respectively (a) $ 4,826,610 $ - Note Payable, due January 2017 (a) - 5,000,000 Notes Payable Paragon Bank (b) 572,276 811,205 Note Payable (c ) 75,000 - Receivables financing facilities (d) 76,109 161,899 Mortgage Note, South Africa, due July 2024 (e) - 215,962 Bank overdraft facilities, South Africa, annual renewal 164,619 124,598 Equipment financing arrangements, South Africa 27,297 145,430 Total long-term debt $ 5,741,911 $ 6,459,094 Current portion of long-term debt 5,741,911 6,171,649 Long-term debt, less current portion $ - $ 287,445 For the year ended December 31 2017 and 2016 amortization of debt discount was $782,260 and $171,861 respectively. a) On May 4, 2017, pursuant to a Securities Purchase Agreement, the Company issued 8% non-convertible secured debentures in the principal amount of $6,000,000 and warrants to purchase 1,200,000 shares of common stock (as adjusted for the Company’s subsequent one-for-ten reverse stock split) to accredited investors. The debentures bear interest at a rate of 8% per annum, payable in cash quarterly in arrears. The debentures mature on December 31, 2018 and contain customary financial and other covenants, including a requirement to maintain positive annual earnings before interest, taxes, depreciation and amortization. The debentures are secured by a second priority security interest on the Company’s assets and the obligation is guaranteed by the Company’s subsidiaries. The debentures contain a mandatory redemption provision that is triggered by an asset sale. Sale of greater than 33% of the Company’s assets will also trigger an event of default. Upon any event of default, in addition to other customary remedies, the holders have the right, at their sole option, to purchase Little Big Burger from the Company, for an aggregate purchase price of $6,500,000, or demand repayment at 108% of the outstanding principal balance and any outstanding accrued interest. The warrants have an exercise price of $3.50 (as adjusted for the reverse stock split on May 19, 2017) and a ten-year term. Warrants to purchase 800,000 shares include a beneficial ownership limit upon exercise of 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant; warrants to purchase the remaining 400,000 shares were amended to increase the beneficial ownership limit upon exercise to 19.99%. The shares of common stock underlying the warrants have registration rights, and, if the warrant shares were not registered, the holders would have the right to cashless exercise. The registration statement underlying the warrants was declared effective on October 30, 2017. In conjunction with the financing described above, the Company entered into a Satisfaction, Settlement and Release Agreement with Florida Mezzanine Fund LLLP, a Florida limited liability partnership (“Florida Mezz”), pursuant to which Florida Mezz agreed to release the Company from all claims and outstanding obligations pursuant to that certain Assumption Agreement dated September 30, 2014, as amended October 15, 2014 and October 22, 2016, and that certain Agreement dated May 23, 2016, as amended January 30, 2017, in exchange for payment of $5,000,000. $5 million of the net proceeds from the offering were remitted to Florida Mezz, $500,000 was reserved to fund the opening of new stores, and the balance of $206,746, after transaction expenses, was designated to be used for working capital and general corporate purposes. As of December 31, 2017, $165,517 of the proceeds to fund the opening of new stores remains unexpended,and has been presented as restricted cash in the accompanying consolidated balance sheet. As a result of the issuance of the debentures and the settlement of the Florida Mezz obligations subsequent to March 31, 2016, the $5 million notes payable are no longer outstanding, the Company’s share repurchase obligation from Florida Mezz has been terminated and Florida Mezz waived unpaid interest and penalties previously recorded in the Company’s consolidated financial statements which resulted in the Company recognizing a loss of 95,310. As a result, the shares subject to repurchase have been reclassified from temporary equity to permanent capital and the amounts accrued for interest and penalties reversed effective as of May 14, 2017. The new $6 million loan was accounted for as a new borrowing with consideration allocated between the loan and the warrants based upon the relative fair value of the loan and the warrants. The Company valued the warrants associated with the new debt obligation using the Black-Scholes model, which resulted in the allocation of $1.7 million to additional paid in capital with a corresponding offset to debt discount. In addition, there were $0.3 million in debt origination costs that are also accounted for as an offset to outstanding debt. The resulting debt discount of $2.0 million is being amortized to interest expense over the 20-month term of the notes. b) The Company has three term loans with Paragon Bank, all of which are collateralized by all assets of the Company and personally guaranteed by our Chief Executive Officer. The outstanding balance, interest rate and contractual maturity date of each loan is as follows: Maturity date Interest rate Principal balance Monthly principal and interest payment Note 1 9/10/2018 5.50 % $ 36,502 $ 4,406 Note 2 5/10/2019 5.25 % 199,992 11,532 Note 3 8/10/2021 5.25 % 335,782 8,500 $ 572,276 $ 24,438 c) The Company has a promissory note payable on demand in the amount of $75,000 with 800 shares of restricted Company common stock to be paid to the lender each month while the note is outstanding. d) During February 2017, in consideration for proceeds of $330,000, the Company agreed to make payments of $1,965 per day for 210 days. As of October 2017, the daily payment amount was modified to $1,200 per day and the term was extended to February 2018, with total remittance over the life of the loan unchanged. Also, during March 2017 in consideration for proceeds of $150,000, the Company agreed to make payments of $856 per day for 240 days. The Company granted a security interest in the credit card receivables of the specified restaurants in connection with the Receivables Financing Agreements. (e) The Company’s mortgage note was secured by the land and building used for the Hooters Port Elizabeth facility which was sold during the third calendar quarter of 2017. The Company received gross proceeds of 6 million Rand (approximately $470,000 USD net proceeds after broker commissions). The Company repaid he mortgage note in full at closing using the net proceeds from the sale of the property. The net assets and liabilities related to Port Elizabeth location have been written off and an impairment loss of $823 thousand recognized in the consolidated statement of operations. The Company’s various loan agreements contain financial and non-financial covenants and provisions providing for cross-default. The evaluation of compliance with these provisions is subject to interpretation and the exercise of judgement. The Company concluded that conditions could be interpreted as events of default under one or more of its loan obligations, which could also trigger cross default provisions across its various loan agreements. Management quantified the potential penalties and default interest that could be assessed in the event the loans were deemed to be in default. Accordingly, the Company recorded a liability for potential default interest and penalties of $881 thousand as interest expense in the accompanying consolidated financial statements of December 31, 2017. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 9. cONVERTIBLE NOTEs PAYABLE Convertible Notes payable are summarized as follows: December 31, 2017 December 31, 2016 6% Convertible notes payable due June 2018 (a) $ 3,000,000 $ 3,000,000 Convertible notes payable due March 2019 (b) 200,000 250,000 Premium (discount) on above convertible note 12,256 (46,936 ) 8% Convertible notes payable due March 2019 (b) - 475,000 Total Convertible notes payable 3,212,256 3,678,064 Current portion of convertible notes payable 3,000,000 - Convertible notes payable, less current portion $ 212,256 $ 3,678,064 (a) On August 2, 2013, the Company entered into an agreement with seven individual accredited investors, whereby the Company issued separate 6% Secured Subordinate Convertible Notes for a total of $3,000,000 in a private offering and is collateralized by the assets of the Hooters Nottingham restaurant and a subordinate position to all other assets of the Company. In connection with the Company’s agreement to conduct capital raise in 2016, the lenders agreed to waive certain existing defaults and extended the original note maturity by eighteen months from December 31, 2016 to June 30, 2018. The Note holders shall receive 10%, pro rata, of the net profit of the Nottingham, England Hooters restaurant, paid quarterly, and 10% of the net proceeds should the location be sold. (b) Pursuant to exchange agreements dated and effective March 10, 2017 by and between the Company and four existing note holders, the Company exchanged its 8% convertible notes in the aggregate principal amount of $725,000, which notes were in default, for new two-year 2% notes, in the aggregate principal amount of $820,107, representing $725,000 in principal and $95,107 unpaid accrued interest. The original convertible notes were canceled and new convertible notes issued that may be converted to common stock of the Company, at the option of the holder, at a conversion price of $3.00 per share. The notes have a two-year term, but may be called by the holder after the one-year anniversary of the exchange date. During March 2017, subsequent to the exchange agreements, convertible notes in the amount of $150,000 were converted by the holders into 50,000 shares of common stock. During April and May 2017, convertible notes in the amount of $475,000, plus related accrued interest balances, were converted by the holders into approximately 188,000 shares of common stock. The exchange of the convertible notes was accounting for as an extinguishment of the previous debt, resulting in the recognition of a net loss on extinguishment of $95,310 in the accompanying condensed consolidated financial statements, In addition, the lenders of the $3 million 6% convertible debt agreed to waive defaults and extend the note maturity by eighteen months to June 30, 2018. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 10. ACCOUNTS PAYABLE AND ACCRUED Expenses Accounts payable and accrued expenses are summarized as follows: December 31, 2017 December 31, 2016 Accounts payable and accrued expenses $ 3,853,691 $ 3,807,880 Accrued taxes (VAT, Sales Payroll) 826,305 988,056 Accrued income taxes 83,878 71,713 Accrued interest 1,208,378 685,419 $ 5,972,252 $ 5,553,068 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The breakout of the loss from continuing operations before income taxes between domestic and foreign operations is below: 2017 2016 Income (Loss) from continuing operations before income taxes United States $ (6,925,267 ) $ (4,155,057 ) Foreign (885,397 ) 7,486 $ (7,810,664 ) $ (4,147,571 ) The Income Tax (benefit) provision from continuing operations consists of the following: Foreign Current $ 61,766 $ 66,680 Deferred 265,809 55,670 Change in Valuation Allowance (277,126 ) (55,670 ) U.S. Federal Current - - Deferred 2,682,311 (1,614,833 ) Change in Valuation Allowance (3,362,028 ) 1,734,224 State & Local Current - - Deferred 65,450 (167,597 ) Change in Valuation Allowance (80,611 ) 179,989 $ (644,429 ) $ 198,463 On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “2017 Tax Act”). The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. The Company recognized the income tax effects of the 2017 Tax Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes The (benefit) provision for income tax, from continuing operations, using statutory U.S. federal tax rate of 34% is reconciled to the Company’s effective tax rate as follows: 2017 2016 Computed “expected” income tax benefit $ (2,392,649 ) $ (1,410,174 ) State income taxes, net of federal benefit (276,242 ) (146,357 ) Noncontrolling interest 140,879 - Prior year true-ups other deferred tax balances - (337,713 ) Permanent Items 4,025 27,219 Federal expense of tax rate change 4,836,697 - Foreign Tax Expense 61,766 66,680 Other 169,253 140,265 Change in valuation allowance (3,188,148 ) 1,858,543 $ (644,419 ) $ 198,463 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for tax purposes. Major components of deferred tax assets for continuing operations at December 31, 2017 and 2016 were: 2017 2016 Net operating loss carryforwards $ 10,279,350 $ 9,291,804 Capital loss carryforwards 50,226 152,772 Section 1231 loss carryforwards 78,176 111,506 Charitable contribution carryforwards 22,618 33,998 Other 10,154 260,086 Restaurant startup costs - 89,159 Accrued Expenses 68,477 686,321 Deferred occupancy liabilities 151,532 261,181 Total deferred Tax Assets 10,660,533 10,886,827 Property and equipment (72,553 ) (765,187 ) Convertible debt - (17,611 ) Other Asset & Liability Impairment (62,008 ) - Investments (114,519 ) (80,246 ) Intangibles and Goodwill (465,841 ) (536,891 ) Total deferred tax liabilities (714,921 ) (1,399,935 ) Net deferred tax assets 9,945,612 9,486,892 Valuation Allowance (10,724,970 ) (10,972,446 ) $ (779,359 ) $ (1,485,554 ) The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, the Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. federal corporate income tax rate from 35 percent to 21 percent, resulting in approximately a $414,000 increase in income tax benefit for the year ended December 31, 2017 and a corresponding $414,000 decrease in net deferred tax liabilities as of December 31, 2017. Excluded from the above table of deferred tax assets are approximately $0 and $2,940,000 for net operating loss carryforwards and related valuation allowances for discontinued operations at December 31, 2017 and 2016, respectively. As of December 31, 2017 and 2016, the Company has U.S. federal and state net operating loss carryovers of approximately $38,590,000 and $32,893,000 respectively, which will expire at various dates beginning in 2031 through 2036, if not utilized. As of December 31, 2017 and 2016, the Company has foreign net operating loss carryovers of approximately $2,360,000 (for South Africa) and $1,352,000 (for South Africa), respectively. Depending on the jurisdiction, some of these net operating loss carryovers will begin to expire within 5 years, while other net operating losses can be carried forward indefinitely as long as the Company is trading. In accordance with Section 382 of the internal revenue code, deductibility of the Company’s U.S. net operating loss carryovers may be subject to an annual limitation in the event of a change of control as defined under the Section 382 regulations. Quarterly ownership changes for the past 3 years were analyzed and it was determined that there was no change of control as of December 31, 2017. In assessing the realization of deferred tax assets, Management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2017 and 2016 the change in valuation allowance related to continuing operations was approximately $(2,904,457) and $1,858,543, respectively. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in their financial statements. ASC 740 prescribes a comprehensive model for how a Company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than- not to be sustained upon examination by taxing authorities. Differences between two positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing-authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. Interest related to uncertain tax positions are required to be calculated, if applicable, and would be classified as “interest expense” in the two statements of operations. Penalties would be recognized as a component of “general and administrative expenses”. As of December 31, 2017 and 2016 no interest or penalties were required to be reported. The Company previously did not record a provision for taxes on undistributed foreign earnings, based on an intention and ability to permanently reinvest the earnings of its foreign subsidiaries in those operations. Under the Tax Cuts and Jobs Act, the Company has re-assessed its strategies by evaluating the impact of the Tax Cuts and Jobs Act on its operations. As a result of the Act, the Company analyzed if a liability needed to be recorded for the deemed repatriation of undistributed earnings. It was determined that there is no outstanding liability associated with this based on overall negative undistributed earnings (accumulated deficit) in the consolidated foreign group. Additionally, the Company had previously recorded a deferred tax liability associated with deemed repatriated earnings from UK. Based on the Tax Cuts and Jobs Act, any future repatriation of dividends would qualify for a full participation exemption, thus removing the deferred tax liability as of December 31, 2017. The full value of the liability was previously fully offset but carryover NOLs, thus there is not impact to the overall tax expense of the Company. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY The Company had 45,000,000 shares of its $0.0001 par value common stock authorized at both December 31, 2017 and 2016. The Company had 3,045,809 and 2,139,425 shares issued and outstanding at December 31, 2017 and 2016, respectively. The Company has 5,000,000 shares of its no par value preferred stock authorized at both December 31, 2017 and 2016. Beginning in December 2016, the Company conducted a rights offering of units, each unit consisting of one share of 9% Redeemable Series 1 Preferred Stock (“Series 1 Preferred”) and one Series 1 Warrant (“Series 1 Warrant”) to purchase 10 shares of common stock. Holders of the Series 1 Preferred are entitled to receive cumulative dividends out of legally available funds at the rate of 9% of the purchase price per year for a term of seven years, payable quarterly on the last day of March, June, September and December in each year in cash or registered common stock. Shares of common stock issued as dividends will be issued at a 10% discount to the five-day volume weighted-average price per share of common stock prior to the date of issuance. Dividends will be paid prior to any dividend to the holders of common stock. The Series 1 Preferred in non-voting and has a liquidation preference of $13.50 per share, equal to its purchase price. Chanticleer is required to redeem the outstanding Series 1 Preferred at the expiration of the seven-year term. The redemption price for any shares of Series 1 Preferred will be an amount equal to the $13.50 purchase price per share plus any accrued but unpaid dividends to the date fixed for redemption. As of December 31, 2016, 19,050 shares of preferred stock were issued pursuant to the Preferred Stock Units rights offering. In addition, 43,826 additional shares were issued in February 2017 for $591,651 in cash for a total of 62,876 issued and outstanding as of December 31, 2017. In connection with the payment of past due interest on its $5 million note payable, the Company issued 56,290 shares of its common stock to the lender. Concurrently, the Company entered into a put agreement with Florida Mezzanine Fund during 2016 which provides the lender the right to require the Company to repurchase those shares at a price of $0.62 cents per share. The shares subject to the repurchase obligation were reflected as a redeemable temporary equity on the accompanying consolidated balance sheet as of December 31, 2016. In May 2017, Florida Mezzanine fund’s put right terminated in connection with the Company’s repayment of its principal and the shares were reclassified as permanent equity in the accompanying consolidated balance sheet. On October 12, 2017, the Company entered into a Securities Purchase Agreement with institutional and accredited investors in a registered direct offering for the sale of 499,857 shares of common stock (the “Shares”) at a purchase price of $2.00 per share, for a total gross purchase price of $999,714. The Securities Purchase Agreement contains customary representations, warranties and covenants. The company also agreed to issue unregistered 5 ½ year warrants to purchase up to 499,857 shares of common stock (“Warrants”) to the investors in a concurrent private placement at an exercise price of $3.50 per share. The company has agreed to register the resale of the common shares underlying the Warrants and the registration was declared effective in October, 2017. The Warrants are exercisable for cash in full commencing six months after the issuance date. 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 December 31, 2017, the Company had issued 87,678 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 December 31, 2017 and December 31, 2016. The Company issued 15,000 restricted stock units to employees during 2016. Approximately 297,322 shares remained available for grant in the future. The Company also has issued warrants to investors in connection with financing transactions. 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 expected stock price volatility for the Company’s warrants was determined by the average of the historical volatilities for the Company’s common stock. A summary of the warrant activity during the years ended December 31, 2017 and 2016 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding January 1, 2017 922,203 $ 49.80 1.7 Granted 1,699,857 $ 3.50 - Exercised - - - Forfeited (259,445 ) 51.01 - Outstanding December 31, 2017 2,362,615 $ 16.34 2.2 Exercisable December 31, 2017 2,362,615 $ 16.34 2.2 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS Due to related parties The Company has received non-interest bearing loans and advances from related parties. The amounts owed by the Company as of December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Chanticleer Investors, LLC $ 191,850 $ 194,350 $ 191,850 $ 194,350 The amount from Chanticleer Investors LLC is related to cash distributions received from Chanticleer Investors LLC’s interest in Hooters of America which is payable to the Company’s co-investors in that investment. Transactions with Board Members Larry Spitcaufsky, a significant shareholder and member of the Company’s board of directors, is also a lender to the Company lending $2 million of the Company’s $6 million note payable due December 31, 2018. In connection with this Note, in 2017 the Company made payments of interest of $66,222 ($40,889 paid in January 2018) to the board member and related entities as required under the Notes. The Company has also entered into a franchise agreement with entities controlled by Mr. Spitcaufsky providing him with the franchise rights for Little Big Burger in the San Diego area and an option for southern California. The Company received franchise fees totaling $60,000 under this arrangement during 2017. |
Segments of Business
Segments of Business | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments of Business | 14. SEGMENTS OF BUSINESS The Company is in the business of operating restaurants and its operations are organized by geographic region and by brand within each region. Further each restaurant location produces monthly financial statements at the individual store level. The Company’s chief operating decision maker reviews revenues and profitability at the individual restaurant location level, as well as for Full Service Hooters, Better Burger Fast Casual and Just Fresh Fast Casual level, and corporate as a group. The following are revenues and operating income (loss) from continuing operations by segment as of and for the years ended December 31, 2017 and 2016. The Company does not aggregate or review non-current assets at the segment level. Year Ended December 31, 2017 December 31, 2016 Revenue: Hooters Full Service $ 13,508,220 $ 13,328,809 Better Burgers Fast Casual 22,764,571 22,588,557 Just Fresh Fast Casual 5,060,072 5,684,635 Corporate and Other 100,000 100,000 $ 41,432,863 $ 41,702,001 Operating Income (Loss): Hooters Full Service $ (1,188,598 ) $ 116,843 Better Burgers Fast Casual (537,971 ) (372,401 ) Just Fresh Fast Casual (256,319 ) (33,529 ) Corporate and Other (3,252,489 ) (2,330,801 ) $ (5,235,377 ) $ (2,619,888 ) Depreciation and Amortization Hooters Full Service $ 496,996 $ 534,210 Better Burgers Fast Casual 1,459,527 1,481,005 Just Fresh Fast Casual 322,904 323,108 Corporate and Other 3,374 3,374 $ 2,282,801 $ 2,341,697 The following are revenues and operating income (loss) from continuing operations and non-current assets by geographic region as of and for the years ended December 31, 2017 and 2016. Year Ended December 31, 2017 December 31, 2016 Revenue: United States $ 32,804,708 $ 33,374,791 South Africa 5,777,306 5,409,648 Europe 2,850,849 2,917,562 $ 41,432,863 $ 41,702,001 Operating Income (Loss): United States $ (4,554,429 ) $ (2,712,766 ) South Africa (798,914 ) (114,971 ) Europe 117,966 207,849 $ (5,235,377 ) $ (2,619,888 ) Non-current Assets: December 31, 2017 December 31, 2016 United States $ 24,630,101 $ 26,812,062 South Africa 1,203,610 2,519,135 Europe 2,549,747 2,361,246 $ 28,383,458 $ 31,692,443 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES The Company, through its subsidiaries, leases the land and buildings for its restaurant locations. The South Africa leases are for five-year terms and include options to extend the terms. The terms for our U.S. restaurant leases vary from two to ten years and have options to extend. We lease some of our restaurant facilities under “triple net” leases that require us to pay minimum rent, real estate taxes, maintenance costs and insurance premiums and, in some instances, percentage rent based on sales in excess of specified amounts. We also lease our corporate office space in Charlotte, North Carolina. Rent obligations for are presented below: Years Ended Total 12/31/2018 $ 3,870,057 12/31/2019 3,629,790 12/31/2020 3,132,002 12/31/2021 2,731,513 12/31/2022 1,938,411 Thereafter 6,347,643 $ 21,649,416 Rent expense for the years ended December 31, 2017 and 2016 was $3.7 million and $3.4 million respectively. Rent expense for the years ended December 31, 2017 and 2016 for the Company’s restaurants was $3.7 million and $3.4 million, respectively, and is included in the “Restaurant operating expenses” of the Consolidated Statements of Operations. Rent expense related to non-restaurant facilities of $50 thousand for both years ended December 31, 2017 and 2016 was included in the “General and administrative expense” of the Consolidated Statements of Operations. The Company has commitments related to the construction of new restaurant locations of approximately $1.5 million. 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 appealed this decision and in December 2016, the Court dismissed the Labyrinth case with costs payable to the Company, and allowed the Rolalor case to proceed to liquidation. The Company did not object to the proposed liquidation of Rolalor as the entity has no assets and the Company does not expect there to be any material impact on the Company. No amounts have been accrued as of December 31, 2017 or 2016 in the accompanying consolidated balance sheets. On January 28, 2016, our Just Fresh subsidiary was notified that it had been served with a copyright infringement complaint, Kevin Chelko Photography, Inc. f. JF Restaurants, LLC, 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. On January 19, 2017, the case was dismissed with no damages being awarded and no amounts have been reflected in the accompanying consolidated balance sheets as of December 31, 2017 or 2016. 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 December 31, 2017. 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, 2016. As of December 31, 2017, the lawsuit had been fully resolved and all amounts paid by the sellers. Accordingly, no amounts are reflected in the Company’s consolidated balance sheet as of December 31, 2017. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 16. NON-CONTROLLING INTERESTS The Company’s consolidated financial statements include the accounts of entities where the Company has operating control but may own less than 100% of the equity interest in the LLC or other entity. A significant element of the Company’s plans to finance growth is through the use of partnerships where private investors contribute all or substantially all of the capital required to open its Little Big Burger restaurants in return for an ownership interest in the LLC and an economic interest in the net income of the restaurant location. The Company manages the operations of the restaurant in return for a management fee and an economic interest in the net income of the restaurant location. While terms may vary by LLC, the investor generally contributes between $250,000 and $350,000 per location and is entitled to 80% of the net income of the LLC until such time as the investor recoups the initial investment at which time the investor return on net income changes from 80% to 50%, (and in certain cases to 20%, of net income). The Company contributes the intellectual property and management related to operating a Little Big Burger, manages the construction, opening and ongoing operations of the store in return for a 5% management fee and 20% of net income until such time as the investor recoups the initial investment at which time the Company return on net income changes from 20% to 50%, (and in certain cases to 80%, of net income). In addition to the Little Big Burger LLC’s referred to above, the Company holds less than a 100% interest in its Just Fresh subsidiaries and several of its consolidated legal entities in South Africa. The accounts of these partnerships are included in the consolidated accounts of the Company and intercompany transactions, including management fees and intercompany loans and advances, are eliminated in consolidation. The carrying amount of the Company’s interest in subsidiaries where it owns less than 100% is adjusted quarterly based on the Company’s ownership of the net assets of each entity. The carrying amount of assets and liabilities of consolidated subsidiaries with non-controlling interests are as follows (refer to Footnote 1 Organization for details of the Company’s ownership percentages for each entity): December 31, 2017 LBB Hassalo LLC LBB Platform LLC LBB Progress Ridge LLC LBB Green Lake LLC American Burger Prosperity, LLC (DBA LBB Propserity) LBB Wallingford LLC LBB Capitol Hill LLC LBB Rea Farms LLC Cash $ 8,012 $ 9,953 $ 19,819 $ 235 $ 1,917 $ 27 $ 170 $ 1,440 Accounts receivable 837 2,166 234 - 87 - - - Inventory 5,444 7,219 6,237 - 5,596 - - - Property, plant and equipment 269,350 211,055 283,666 500 385,404 3,000 7,348 - Goodwill and intangible assets - - Other assets 4,470 5,447 7,910 4,332 5,000 10,840 15,259 4,520 Due from (to) Chanticleer and affiliates 30,381 115,988 96,388 54,101 (125,162 ) 87,937 58,163 18,873 Total Assets 318,494 351,828 414,254 59,168 272,842 101,804 80,940 24,833 Accounts payable and accrued liabilites 22,905 28,384 25,956 500 40,575 10,558 7,348 - Debt Deferred rent 85,076 75,149 107,875 - 47,550 - - - Total Liabilties 107,981 103,533 133,831 500 88,125 10,558 7,348 - Net Book Value attribuable to Chanticleer and affiliates 168,411 198,637 140,211 29,334 92,359 45,623 36,796 12,417 Net Book Value attribuable to Non-Controlling Interest 42,103 49,659 140,211 29,334 92,359 45,623 36,796 12,417 Net Book Value $ 210,514 $ 248,296 $ 280,422 $ 58,668 $ 184,718 $ 91,246 $ 73,592 $ 24,834 December 31, 2017 LBB Multnomah Village LLC JF Restaurants, LLC DINE OUT Hooters Emperors Palace (PTY) Ltd Hooters on the Buzz (PTY) Ltd. Hooters Umhlang (Pty) Ltd. Hooters Wings Mgmt Company Total Cash $ 200 $ (5,231 ) $ - $ 31,818 $ 926 $ 9,992 $ 148,227 $ 227,505 Accounts receivable - 6,110 - 13,501 - - 8,557 31,492 Inventory - 57,840 - 27,080 20,640 22,329 - 152,385 Property, plant and equipment - 334,818 - 100,492 95,716 61,794 4,041 1,757,184 Goodwill and intangible assets 1,101,751 - 40,827 30,115 29,888 - 1,202,581 Other assets 12,705 33,888 - 27,965 170 6,939 - 139,445 Due from (to) Chanticleer and affiliates 12,095 (155,637 ) (32,183 ) 1,034,034 (256,573 ) 188,310 (512,662 ) 614,053 Total Assets 25,000 1,373,539 (32,183 ) 1,275,717 (109,006 ) 319,252 (351,837 ) 4,124,643 - Accounts payable and accrued liabilites 39 603,698 - 525,151 230,209 135,283 30,834 1,661,440 Debt 56,569 - 56,569 Deferred rent - 16,602 - 15,732 33,178 25,760 - 406,922 Total Liabilties 39 620,300 - 540,883 319,956 161,043 30,834 2,124,931 0 Net Book Value attribuable to Chanticleer and affiliates 12,481 424,676 (28,643 ) 646,654 (407,514 ) 142,388 (296,570 ) 1,217,260 Net Book Value attribuable to Non-Controlling Interest 12,481 328,562 (3,540 ) 88,180 (21,448 ) 15,821 (86,101 ) 782,457 Net Book Value $ 24,962 $ 753,238 $ (32,183 ) $ 734,834 $ (428,962 ) $ 158,209 $ (382,671 ) $ 1,999,711 December 31, 2016 LBB Hassalo LLC LBB Platform LLC LBB Progress Ridge LLC LBB Green Lake LLC American Burger Prosperity, LLC (DBA LBB Propserity) LBB Wallingford LLC LBB Capitol Hill LLC LBB Rea Farms LLC Cash $ 1,809 $ 1,145 $ 1,210 $ 906 $ - $ - $ - $ - Accounts receivable - - - - - - - - Inventory - - - - - - - - Property, plant and equipment 249,543 108,333 143,950 - - - - - Goodwill and intangible assets - - - - - - - - Other assets 4,370 5,447 7,910 4,332 - - - - Due from (to) Chanticleer and affiliates (21,627 ) 119,068 7,845 94,532 - - - - Total Assets 234,095 233,993 160,915 99,770 - - - - Accounts payable and accrued liabilites 81,849 59,418 75,079 - - - - - Debt Deferred rent - - - - - - - - Total Liabilties 81,849 59,418 75,079 - - - - - Net Book Value attribuable to Chanticleer and affiliates 121,796 139,660 42,918 49,885 - - - - Net Book Value attribuable to Non-Controlling Interest 30,449 34,915 42,918 49,885 - - - - Net Book Value $ 152,245 $ 174,575 $ 85,836 $ 99,770 $ - $ - $ - $ - December 31, 2016 LBB Multnomah Village LLC JF Restaurants, LLC DINE OUT Hooters Emperors Palace (PTY) Ltd Hooters on the Buzz (PTY) Ltd. Hooters Umhlang (Pty) Ltd. Hooters Wings Mgmt Company Total Cash $ - $ 12,817 $ - $ 13,861 $ 686 $ 7,921 $ 2,181 $ 42,536 Accounts receivable - 9,235 - 21,360 - - 11,285 41,880 Inventory - 76,793 - 20,082 18,752 27,658 - 143,285 Property, plant and equipment - 515,327 - 118,382 119,783 71,954 1,725 1,328,997 Goodwill and intangible assets - 1,202,751 - 39,472 29,381 29,267 826,663 2,127,534 Other assets - 37,607 - 25,255 153 6,266 - 91,340 Due from (to) Chanticleer and affiliates - 19,958 (32,183 ) 821,452 (275,433 ) 136,835 (500,934 ) 369,513 Total Assets - 1,874,488 (32,183 ) 1,059,864 (106,678 ) 279,901 340,920 4,145,083 Accounts payable and accrued liabilites - 606,514 - 435,585 214,388 115,703 58,512 1,647,048 Debt - - - - 46,170 - 218,448 264,618 Deferred rent - 1,194 - (828 ) 18,286 23,229 - 41,881 Total Liabilties - 607,708 - 434,757 278,844 138,932 276,960 1,953,547 Net Book Value attribuable to Chanticleer and affiliates - 714,210 (28,643 ) 550,094 (366,246 ) 126,872 49,569 1,400,115 Net Book Value attribuable to Non-Controlling Interest - 552,568 (3,540 ) 75,013 (19,276 ) 14,097 14,391 791,420 Net Book Value $ - $ 1,266,778 $ (32,183 ) $ 625,107 $ (385,522 ) $ 140,969 $ 63,960 $ 2,191,535 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS Repurchase of Franchise Location On March 7, 2018, the Company entered into an agreement to purchase two BGR franchise locations in Maryland. As of March 28, 2018, the Company has closed on the purchase of one of the locations and intends to close on the second location pending completion of lease assignments in April 2018. Conversion of Convertible Debt On February 22, 2018, $200,000 of the Company’s convertible debt was converted into 66,667 shares of Company common stock in accordance with the terms of the convertible debt agreements. |
Restatement of 2018 Unaudited Q
Restatement of 2018 Unaudited Quarterly Results | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of 2018 Unaudited Quarterly Results | 18. RESTATEMENT OF 2018 UNAUDITED QUARTELRY RESULTS The Company’s various loan agreements contain financial and non-financial covenants and provisions providing for cross-default. The evaluation of compliance with these provisions is subject to interpretation and the exercise of judgement. The Company concluded that, as of December 31, 2017, conditions could be interpreted as events of default under one or more of its loan obligations, which could also could trigger cross default provisions across its various loan agreements. Management quantified the potential penalties and default interest that could consequently be assessed in the event the loans were deemed to be in default. Accordingly, the Company recorded a liability for potential default interest and penalties of $881 thousand as interest expense in the accompanying consolidated financial statements as of December 31, 2017. Management evaluated the potential impact of this liability on the prior quarterly financial statements issued during 2017 and determined that net loss of the quarterly periods ended June 30, 2017 and September 30, 2017 should be restated to reflect the liability. The table below presents major captions of the Company’s condensed consolidated as originally reported and as adjusted. There was no impact on the condensed consolidated statement of cash flows or on the Company’s cash from operations for the year ended December 31, 2017. Three Months Ended Six Months Ended Three Months Ended Nine Months Ended As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated June 30, 2017 Adjustment June 30, 2017 June 30, 2017 Adjustment June 30, 2017 September 30, 2017 Adjustment September 30, 2017 September 30, 2017 Adjustment September 30, 2017 Total revenue $ 10,765,317 $ - $ 10,765,317 $ 20,625,315 $ - $ 20,625,315 $ 10,725,365 $ - $ 10,725,365 $ 31,350,678 $ - $ 31,350,678 Operating loss from continuing operations $ (1,081,455 ) $ - $ (1,081,455 ) $ (2,070,842 ) $ - $ (2,070,842 ) $ (1,398,442 ) $ - $ (1,398,442 ) $ (3,469,285 ) $ - $ (3,469,285 ) Interest expense $ (504,706 ) $ (575,000 ) $ (1,079,706 ) $ (908,842 ) $ (575,000 ) $ (1,483,842 ) $ (309,538 ) $ (153,333 ) $ (462,871 ) $ (1,218,379 ) $ (728,333 ) $ (1,946,712 ) Loss from continuing operations $ (1,428,201 ) $ (575,000 ) $ (2,003,201 ) $ (3,176,110 ) $ (575,000 ) $ (3,751,110 ) $ (1,726,211 ) $ (153,333 ) $ (1,879,544 ) $ (4,902,324 ) $ (728,333 ) $ (5,630,657 ) Consolidated net loss $ (1,428,201 ) $ (575,000 ) $ (2,003,201 ) $ (3,176,110 ) $ (575,000 ) $ (3,751,110 ) $ (1,726,211 ) $ (153,333 ) $ (1,879,544 ) $ (4,902,324 ) $ (728,333 ) $ (5,630,657 ) Net loss attributable to Chanticleer Holdings, Inc. $ (1,371,873 ) $ (575,000 ) $ (1,946,873 ) $ (3,098,939 ) $ (575,000 ) $ (3,673,939 ) $ (1,557,439 ) $ (153,333 ) $ (1,710,772 ) $ (4,656,381 ) $ (728,333 ) $ (5,384,714 ) Net loss attributable to common shareholders of Chanticleer Holdings, Inc. $ (1,399,495 ) $ (575,000 ) $ (1,974,495 ) $ (3,150,708 ) $ (575,000 ) $ (3,725,708 ) $ (1,585,658 ) $ (153,333 ) $ (1,738,991 ) $ (4,736,369 ) $ (728,333 ) $ (5,464,702 ) Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted $ (0.58 ) $ (0.23 ) $ (0.81 ) $ (1.40 ) $ (0.25 ) $ (1.65 ) $ (0.63 ) $ (0.08 ) $ (0.71 ) $ (2.10 ) $ (0.32 ) $ (2.42 ) Weighted average shares outstanding, basic and diluted 2,432,313 $ - $ 2,432,313 2,257,767 $ - $ 2,257,767 2,432,313 $ - $ 2,432,313 $ 2,258,013 $ - $ 2,258,013 Total Assets $ 33,056,885 $ - $ 33,056,885 $ 33,056,885 $ - $ 33,056,885 $ 31,564,589 $ - $ 31,564,589 $ 31,564,589 $ - $ 31,564,589 Total Liabilities $ 18,419,316 $ 575,000 $ 18,994,316 $ 18,419,316 $ 575,000 $ 18,994,316 $ 19,030,560 $ 153,333 $ 19,183,893 $ 19,030,560 $ 728,333 $ 19,758,893 Total Chanticleer Holdings, Inc, Stockholder's Equity $ 13,673,324 $ (575,000 ) $ 13,098,324 $ 13,673,324 $ (575,000 ) $ 13,098,324 $ 11,629,109 $ (153,333 ) $ 11,475,776 $ 11,629,109 $ (728,333 ) $ 10,900,776 Total Stockholder's Equity $ 14,637,569 $ 575,000 $ 15,212,569 $ 14,637,569 $ 575,000 $ 15,212,569 $ 12,534,029 $ 153,333 $ 12,687,362 $ 12,534,029 $ 728,333 $ 13,262,362 Total Liabilities and Stockholer's Equity $ 33,056,885 $ - $ 33,056,885 $ 33,056,885 $ - $ 33,056,885 $ 31,564,589 $ - $ 31,564,589 $ 31,564,589 $ - $ 31,564,589 |
Significant Accounting Polici27
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, deferred tax asset valuation allowances, valuing options and warrants using the Black-Scholes models, intangible asset valuations and useful lives, depreciation and uncollectible accounts and reserves. Actual results could differ from those estimates. |
Revenue Recognition | REVENUE RECOGNITION Revenue is recognized when all of the following criteria have been satisfied: ● Persuasive evidence of an arrangement exists; ● Delivery has occurred or services have been rendered; ● The seller’s price to the buyer is fixed or determinable; and ● Collectability is reasonably assured. Restaurant Net Sales and Food and Beverage Costs The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals, and complimentary meals and gift cards. Sales, value added tax (“VAT”) and goods and services tax (“GST”) collected from customers and remitted to governmental authorities are presented on a net basis within sales in our consolidated statements of operations and comprehensive loss. 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. 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 payouts to customers, taxes and government fees. These fees are recognized as they are earned based on the terms of the management agreements. Franchise Income The Company accounts for initial franchisee fees in accordance with FASB ASC 952, “Franchisors”. The Company grants franchises to operators in exchange for initial franchise license fees and continuing royalty payments. Franchise license fees are deferred when received and recognized as revenue when the Company has performed substantially all initial services required by the franchise or license agreement, which is generally upon the opening of a store. Continuing fees, which are based upon a percentage of franchisee revenues, are recognized on the accrual basis as those sales occur. |
Business Combinations | Business combinations For business combinations, the assets acquired, the liabilities assumed, and any non-controlling interest are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. |
Long-Lived Assets | Long-lived Assets The Company accounts for amortizing long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“ASC 360”), which requires that long-lived assets be evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to; ● significant under-performance relative to expected and/or historical results (negative comparable sales growth or operating cash flows for two consecutive years); ● significant negative industry or economic trends; ● knowledge of transactions involving the sale of similar property at amounts below the company’s carrying value; or ● the company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “held for sale”. Long-lived assets are grouped for recognition and measurement of impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. The impairment test for long-lived assets requires us to assess the recoverability of our long-lived assets by comparing their net carrying value to the sum of undiscounted estimated future cash flows directly associated with and arising from the Company’s use and eventual disposition of the assets. If the net carrying value of a group of long-lived assets exceeds the sum of related undiscounted estimated future cash flows, the Company would be required to record an impairment charge equal to the excess, if any, of net carrying value over fair value. When assessing the recoverability of our long-lived assets, which include property and equipment and finite-lived intangible assets, the Company makes assumptions regarding estimated future cash flows and other factors. Some of these assumptions involve a high degree of judgment and also bear a significant impact on the assessment conclusions. Included among these assumptions are estimating undiscounted future cash flows, including the projection of comparable sales, operating expenses, capital requirements for maintaining property and equipment and residual value of asset groups. The Company formulates estimates from historical experience and assumptions of future performance, based on business plans and forecasts, recent economic and business trends, and competitive conditions. In the event that our estimates or related assumptions change in the future, the Company may be required to record an impairment charge. The Company evaluates the remaining useful lives of long-lived assets and identifiable intangible assets whenever events or circumstances indicate that a revision to the remaining period of amortization is warranted. Such events or circumstances may include (but are not limited to): the effects of obsolescence, demand, competition, and/or other economic factors including the stability of the industry in which the Company operates, known technological advances, legislative actions, or changes in the regulatory environment. If the estimated remaining useful lives change, the remaining carrying amount of the long-lived assets and identifiable intangible assets would be amortized prospectively over that revised remaining useful life. |
Restaurant Pre-opening and Closing Expenses | RESTAURANT PRE-OPENING and closing EXPENSES Restaurant pre-opening and closing expenses are non-capital expenditures and are expensed as incurred or as triggered by managements determination to close a store. Restaurant pre-opening expenses consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stocking of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period. Restaurant closing expenses consists of the costs related to the closing of a restaurant location and include write-off of property and equipment, lease termination costs and other costs directly related to the closure. |
Liquor Licenses | LIQUOR LICENSES The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in other assets. Liquor licenses are reviewed for impairment annually or when events or changes in circumstances indicate that the carrying amount may not be recoverable. Annual liquor license renewal fees are expensed over the renewal term. |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES The Company monitors its exposure for credit losses on its receivable balances and the creditworthiness of its receivables on an ongoing basis and records related allowances for doubtful accounts. Allowances are estimated based upon specific customer and other balances, where a risk of default has been identified, and also include a provision for non-customer specific defaults based upon historical experience. The majority of the Company’s accounts are from customer credit card transactions with minimal historical credit risk. As of December 31, 2017 and 2016, the Company has not recorded an allowance for doubtful accounts. If circumstances related to specific customers change, estimates of the recoverability of receivables could also change. |
Inventories | INVENTORIES Inventories are recorded at the lower of cost (first-in, first-out method) or net realizable value, and consist primarily of restaurant food items, supplies, beverages and merchandise. |
Leases | LEASES The Company leases certain property under operating leases. The Company also finances certain property using capital leases, with the asset and obligation recorded at an amount equal to the present value of the minimum lease payments during the lease term. Many of these lease agreements contain rent holidays, rent escalation clauses and/or contingent rent provisions. Rent expense is recognized on a straight-line basis over the expected lease term, including cancelable option periods when failure to exercise such options would result in an economic penalty. The Company also may receive tenant improvement allowances in connection with its leases, which are capitalized as leasehold improvements with a corresponding liability recorded in the deferred rent liability line in the consolidated balance sheet. The tenant improvement allowance liability is amortized on a straight-line basis over the lease term as a reduction of rent expense. The rent commencement date of the lease term is the earlier of the date when the Company becomes legally obligated for the rent payments or the date when the Company takes access to the property or the grounds for build out. Certain leases contain percentage rent provisions where additional rent may become due if the location exceeds certain sales thresholds. The Company recognizes expense related to percentage rent obligations at such time as it becomes probable that the percent rent threshold will be met. |
Fair Value of Financial Instruments | fair value of financial instruments The Company is required to disclose fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s cash, accounts receivable, other receivables, accounts payable, accrued expenses, other current liabilities, convertible notes payable and notes payable approximate their estimated fair value due to the short-term maturities of these financial instruments and/or because related interest rates offered to the Company approximate current market rates. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization, which includes depreciation of assets held under capital leases, are recorded generally using the straight-line method over the estimated useful lives of the respective assets or, if shorter, the term of the lease for certain assets held under a capital lease. Leasehold improvements are amortized over the lesser of the expected lease term, or the estimated useful lives of the related assets using the straight-line method. The estimated useful lives used to compute depreciation and amortization are as follow: Leasehold improvements 5-15 years Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. |
Goodwill | Goodwill The Company reviews goodwill for impairment annually or more frequently if indicators of impairment exist. Goodwill is not subject to amortization and has been assigned to reporting units for purposes of impairment testing. The reporting units are our segments (See Note 14). A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Company’s consolidated financial statements. The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. The Company estimates fair value using the best information available, including market information and discounted cash flow projections (also referred to as the income approach). The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs and number of units, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The Company validates its estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow and sales multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If the fair value of the reporting unit is higher than its carrying value, goodwill is deemed not to be impaired, and no further testing is required. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the implied fair value of reporting unit goodwill to the carrying value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, the Company would record an impairment loss for the difference. As of December 31, 2017, goodwill is not impaired at any of our reporting units. While the estimated fair value of the Hooters Full Service reporting unit exceeded its carrying value, that excess was not significant. Accordingly, a significant reduction in future revenue for the Hooters unit from that contemplated in the Company's cash flow projections could result in an impairment of goodwill. The Company is considering various strategies to improve cash flow and reduce long-term debt, which could include selling certain of its operating assets, as well as possibly closing certain under-performing store locations to improve cash flows. Those strategic evaluations are ongoing, no decisions have been made and management can provide no assurance that the Company will proceed with any asset sales, or that such asset sale can be completed on favorable terms, or at all. In the event that management does elect to proceed with asset sales and/or affect store closures in the future rather than continue to hold and operate all its assets long term, management's assessment of the fair value, and ultimate recoverability, of goodwill, intangibles, property and equipment and other assets would be impacted and the Company could incur significant noncash impairment charges and cash exit costs in future periods. |
Intangible Assets | InTANGIBLE ASSETS Indefinite-lived trade name/trademark Certain of the Company's trade name/trademarks have been determined to have an indefinite life. Generally accepted accounting principles in the Unites States require the Company to perform indefinite lived asset impairment testing annually or more frequently when negative conditions or triggering events arise. The fair value of trade name/trademarks are estimated and compared to the carrying value. The Company estimates the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from its annual long-range plan; assumed royalty rates that could be payable if the Company did not own the trademarks; and a discount rate. As of December 31, 2017, indefinite-lived trade names/trademarks are not impaired. Definite-lived trade name/trademark Certain of the Company's trade name/trademarks have been determined to have a definite life and are being amortized on a straight-line basis over estimated useful lives of 10 years. The amortization expense of these definite-lived intangibles is included in depreciation and amortization in the Company's consolidated statement of operations and comprehensive loss. As of December 31, 2017, definite-lived trade names/trademarks are not impaired. Franchise Cost Intangible assets are recorded for the initial franchise fees for our Hooter’s restaurants. The Company amortizes these amounts over a 20-year period, which is the life of the franchise agreement. The Company also has intangible assets representing the acquisition date fair value of customer contracts acquired in connection with BGR’s franchise business. The Company previously determined this intangible asset to be indefinite lived based on the Company’s expectations of franchisee renewals. During 2017, management reevaluated the expected life of the BGR franchise intangible and determined that the asset was impaired, resulting in an impairment charged of $264 thousand. Management also revised its estimated useful life of the related intangible asset and began amortizing the related asset over the weighted average life of the underlying franchise agreements. |
Derivative Liabilities | DERIVATIVES On May 4, 2017, the Company issued 8% non-convertible secured debentures in the principal amount of $6,000,000 and warrants to purchase 1,200,000 shares of common stock at an exercise price of $3.50 and a ten-year term (see Note 8- Long Term Debt and Notes Payable). On October 12, 2017, the Company entered into a Securities Purchase Agreement for the sale of 499,857 shares of common stock at a purchase price of $2.00 per share. The company also issued 5½ year warrants to purchase up to 499,857 shares of common stock at a exercise price of $3.50 per share. (See Note 12- Shareholder's Equity). The Company determined that the warrants issued in connection with both the debentures and the Securities Purchase Agreement were fixed price instruments and did not meet any other criteria requiring derivative liability accounting. |
Acquired Assets and Assumed Liabilities | ACQUIRED ASSETS AND ASSUMED LIABILITIES Pursuant to ASC No. 805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the Company retrospectively adjusts the provisional amounts recognized at the acquisition date by means of adjusting the amount recognized for goodwill. |
Income Taxes | Income Taxes Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has provided a valuation allowance for the full amount of the deferred tax assets. As of December 31, 2017 and 2016, the Company had no accrued interest or penalties relating to any income tax obligations. The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception. The last three years of the Company’s tax years are subject to federal and state tax examination. |
Stock-Based Compensation | Stock-based Compensation The compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the financial statements. That cost is measured based on the estimated fair value of the equity or liability instruments issued. A wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans are included. Reverse Split As of May 19, 2017, the Company affected a one-for-ten reverse stock split of the Company’s shares of common stock. As a result of reverse stock split, each ten shares of common stock issued and outstanding were combined into one share of common stock. No fractional shares were issued in connection with the reverse stock split. The Company rounded fractional shares up to the nearest whole number. The reverse stock split had no impact on the par value per share of the Company’s common stock or the number of authorized shares. All current and prior period amounts related to shares, share prices and earnings per share contained in the accompanying unaudited condensed consolidated financial statements have been restated to give retrospective presentation for the reverse stock split. |
Loss Per Common Share | LOSS PER COMMON SHARE The Company is required to report both basic earnings per share, which is based on the weighted-average number of shares outstanding and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all diluted shares outstanding. The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of December 31, 2017 and 2016, which have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. December 31, 2017 December 31, 2016 Warrants 2,362,615 972,203 Convertible notes 366,667 372,500 Accrued interest on convertible notes 18,681 45,876 Total 2,747,963 1,390,579 |
Advertising | ADVERTISING Advertising costs are expensed as incurred. Advertising expenses which are included in restaurant operating expenses in the accompanying consolidated statement of operations, totaled $0.5 million and $0.7 million for the years ended December 31, 2017 and 2016, respectively. Advertising expense primarily consists of local advertising. |
Amortization of Debt Discount | AMORTIZATION OF DEBT DISCOUNT The Company has issued various debt with warrants and conversion features for which total proceeds were allocated to individual instruments based on the relative fair value of each instrument at the time of issuance. The offset to the amounts allocated to the other warrants and conversion features and the value of the debt was recorded as discount on debt and amortized over the term of the respective debt. For the year ended December 31, 2017 and 2016 amortization of debt discount was $0.8 million and $1.0 million, respectively. |
Foreign Currency Translation | FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in local currency are translated to U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations are translated using average exchange rates prevailing throughout the period. Adjustments resulting from the process of translating foreign currency financial statements from functional currency into U.S. dollars are included in accumulated other comprehensive loss within stockholders’ equity. Foreign currency transaction gains and losses are included in current earnings. The Company has determined that local currency is the functional currency for each of its foreign operations. |
Comprehensive Income (Loss) | Comprehensive Income (LOSS) Standards for reporting and displaying comprehensive income (loss) and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements requires that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. We are required to (a) classify items of other comprehensive income (loss) by their nature in financial statements, and (b) display the accumulated balance of other comprehensive income (loss) separately in the equity section of the balance sheet for all periods presented. Other comprehensive income (loss) items include foreign currency translation adjustments. |
Concentration of Credit Risk | concentration of credit risk The Company maintains its cash with major financial institutions. Cash held in U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in South Africa or the United Kingdom bank accounts. There was approximately $202 thousand and $35 thousand in aggregate uninsured cash balances at December 31, 2017 and 2016, respectively. Certain reclassifications have been made in the financial statements at December 31, 2016 and for the year then ended to conform with current year presentation. The reclassifications had no effect on net loss. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers”. The FASB has also issued additional related standards (ASU’s 2015-14, 2016-08, 2016-10, 2016-12, 2016-20) all of which supersede the existing revenue recognition guidance and provides a new framework for recognizing revenue. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard also requires significantly more comprehensive disclosures than the existing standard. Guidance subsequent to ASU 2014-09 has been issued to clarify various provisions in the standard, including principal versus agent considerations, identifying performance obligations, licensing transactions, as well as various technical corrections and improvements. This standard may be adopted using either a retrospective or modified retrospective method. Early adoption is permitted. We are substantially complete with our evaluation of the impact this standard is expected to have on our consolidated financial statements. We do not expect a significant impact on restaurant sales, gaming income or management fees or to sales-based royalty revenue. However, the pattern and timing of revenue recognition related to the fixed fees associated with our franchise agreements (such as restaurant opening and area fees) will differ from current policy. Under the new standard, the license granted to each restaurant under each existing contract is considered a performance obligation. All other promises (such as providing assistance during the opening of a restaurant) will be combined with the license as one performance obligation. Accordingly, we will allocate the total transaction price (comprised of the restaurant opening and territory fees) to each restaurant expected to be opened by the licensee under the contract. We will recognize the fee allocated to each restaurant as revenue on a straight-line basis over the restaurant’s license term, which generally begins when the restaurant opens. We plan to adopt the standard on January 1, 2018, utilizing a modified retrospective transition approach. We are in the process of finalizing our analysis and expect the adoption to result in a decrease to retained earnings of approximately $220 thousand on the transition date with a corresponding increase of $220 thousand in deferred revenue. 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 was adopted in the first quarter of 2017 and did not materially affect the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 “Leases,” which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.” This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier adoption permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and are in process of identifying the population of leases to be analyzed and recognized as right to use assets and liabilities on the Company’s consolidated balance sheet upon adoption. The Company has not completed its evaluation or quantified the impact that adoption of ASU 2016-02 will have on its consolidated financial statements. However, management does expect there to be a material increase in both assets and liabilities reflected on its consolidated balance sheets as a result of adoption on January 1, 2019 with the majority of leases currently classified as operating will be reflected as right to use assets and capital lease obligations on the consolidated balance sheet under the new standard. 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 was adopted by the Company as of January 1, 2017 and did not have any effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The new guidance simplifies the test for goodwill impairment. Currently, the fair value of the reporting unit is compared with the carrying value of the reporting unit (identified as “Step 1”). If the fair value of the reporting unit is lower than its carrying amount then, the implied fair value of goodwill is calculated. If the implied fair value of goodwill is lower than the carrying value of goodwill an impairment is recognized (identified as “Step 2”). The new standard eliminates Step 2 from the impairment test; therefore, a goodwill impairment will be recognized as the difference of the fair value and the carrying value of the reporting unit. The new standard becomes effective on January 1, 2020 with early adoption permitted. The Company adopted ASU 2017-04 effective January 1, 2018 and it did not have any effect on the Company’s consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted ASU 2017-11 as of January 1, 2017 with no material effect on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement af Cash Flows: Classification of Certain Cash Receipts and Cash Payment. ASU 2016-15 provides guidance on the classification of eight cash flow issues in order to reduce diversity in practice. The new standard is effective for us beginning January 1, 2018, with early adoption permitted. We elected to early adopt ASU 2016-15 during fiscal year 2017. The new standard requires application using a retrospective transition method. We have evaluated the impact on a quantitative and qualitative basis and concluded it was not material to any of our prior periods presented. There are several other new accounting pronouncements issued by FASB, which are not yet effective. Each of these pronouncements has been or will be adopted, as applicable, by the Company. At December 31, 2017, other than the adoption of ASU No. 2016-02 “Leases,” none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. |
Nature of Business (Tables)
Nature of Business (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Subsidiaries | The consolidated financial statements include the accounts of Chanticleer Holdings, Inc. and its subsidiaries presented below (collectively referred to as the “Company”): Name Jurisdiction of Incorporation Percent Owned CHANTICLEER HOLDINGS, INC. DE, USA Burger Business American Roadside Burgers, Inc. DE, USA 100% ARB Stores American Burger Ally, LLC NC, USA 100% American Burger Morehead, LLC NC, USA 100% American Roadside McBee, LLC NC, USA 100% American Roadside Southpark LLC NC, USA 100% American Roadside Burgers Smithtown, Inc. DE, USA 100% American Burger Prosperity, LLC NC, USA 100% BGR Acquisition, LLC NC, USA 100% BGR Franchising, LLC VA, USA 100% BGR Operations, LLC VA, USA 100% BGR Arlington, LLC VA, USA 100% BGR Cascades, LLC VA, USA 100% BGR Dupont, LLC DC, USA 100% BGR Old Keene Mill, LLC VA, USA 100% BGR Old Town, LLC VA, USA 100% BGR Potomac, LLC MD, USA 100% BGR Springfield Mall, LLC VA, USA 100% BGR Tysons, LLC VA, USA 100% BGR Washingtonian, LLC MD, USA 100% Capitol Burger, LLC MD, USA 100% BGR Mosaic, LLC VA, USA 100% BGR Michigan Ave, LLC DC, USA 100% BGR Chevy Chase, LLC MD, USA 100% BGR Acquisition 1, LLC NC, USA 100% BT Burger Acquisition, LLC NC, USA 100% BT’s Burgerjoint Biltmore, LLC NC, USA 100% BT’s Burgerjoint Promenade, LLC NC, USA 100% BT’s Burgerjoint Rivergate LLC NC, USA 100% BT’s Burgerjoint Sun Valley, LLC NC, USA 100% LBB Acquisition, LLC NC, USA 100% Cuarto LLC OR, USA 100% LBB Acquisition 1 LLC OR, USA 100% LBB Capitol Hill LLC WA, USA 50% LBB Franchising LLC NC, USA 100% LBB Green Lake LLC OR, USA 50% LBB Hassalo LLC OR, USA 80% LBB Lake Oswego LLC OR, USA 100% LBB Magnolia Plaza LLC NC, USA 100% LBB Multnomah Village LLC OR, USA 50% LBB Platform LLC OR, USA 80% LBB Progress Ridge LLC OR, USA 50% LBB Rea Farms LLC NC, USA 50% LBB Wallingford LLC WA, 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% Just Fresh JF Franchising Systems, LLC NC, USA 56% JF Restaurants, LLC NC, USA 56% West Coast Hooters Jantzen Beach Wings, LLC OR, USA 100% Oregon Owl’s Nest, LLC OR, USA 100% Tacoma Wings, LLC WA, USA 100% South African Entities Chanticleer South Africa (Pty) Ltd. South Africa 100% Hooters Emperors Palace (Pty.) Ltd. South Africa 88% Hooters On The Buzz (Pty) Ltd South Africa 95% Hooters PE (Pty) Ltd South Africa 100% Hooters Ruimsig (Pty) Ltd. South Africa 100% Hooters SA (Pty) Ltd South Africa 78% Hooters Umhlanga (Pty.) Ltd. South Africa 90% Hooters Willows Crossing (Pty) Ltd South Africa 100% European Entities Chanticleer Holdings Limited Jersey 100% West End Wings LTD United Kingdom 100% Inactive Entities Hooters Brazil Brazil 100% DineOut SA Ltd. England 89% Avenel Financial Services, LLC NV, USA 100% Avenel Ventures, LLC NV, USA 100% Chanticleer Advisors, LLC NV, USA 100% Chanticleer Investment Partners, LLC NC, USA 100% Dallas Spoon Beverage, LLC TX, USA 100% Dallas Spoon, LLC TX, USA 100% American Roadside Cross Hill, LLC NC, USA 100% Chanticleer Finance UK (No. 1) Plc United Kingdom 100% |
Significant Accounting Polici29
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Lives | The estimated useful lives used to compute depreciation and amortization are as follow: Leasehold improvements 5-15 years Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | December 31, 2017 December 31, 2016 Warrants 2,362,615 972,203 Convertible notes 366,667 372,500 Accrued interest on convertible notes 18,681 45,876 Total 2,747,963 1,390,579 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Investments at Cost | Investments at cost consist of the following at December 31, 2017 and 2016: 2017 2016 Chanticleer Investors, LLC $ 800,000 $ 800,000 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued operations | |
Schedule of Operating Results From Discontinued Operations Pre-Tax Loss | The major line items comprising the loss of discontinued operations are as follows: Year ended December 31, 2016 Revenue $ 3,427,928 Restaurant cost of sales 1,196,734 Restaurant operating expenses 2,780,441 General and administrative expenses 296,343 Depreciation and amortization 436,144 Other 22,893 Loss of discontinued operations (1,304,627 ) Loss on write-down of net assets (3,762,253 ) Total pretax loss of discontinued operations (5,066,880 ) Income tax - Loss on discontinued operations $ (5,066,880 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Leasehold improvements $ 9,941,223 $ 10,363,996 Restaurant furniture and equipment 5,952,934 6,716,926 Construction in progress 176,939 582,265 Office and computer equipment 71,965 68,303 Land and buildings - 826,664 Office furniture and fixtures 76,486 108,030 16,219,547 18,666,184 Accumulated depreciation and amortization (7,670,955 ) (7,152,491 ) $ 8,548,592 $ 11,513,693 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consist of the following at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Hooters Full Service $ 4,703,203 $ 4,461,167 Better Burgers Fast Casual 7,448,848 7,448,848 Just Fresh Fast Casual 495,755 495,755 $ 12,647,806 $ 12,405,770 |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are summarized as follows: December 31, 2017 December 31, 2016 Beginning Balance $ 12,405,770 $ 12,702,139 Acquisitions - 70,604 Adjustments - 62,192 Foreign currency translation (loss) gain 242,036 (429,165 ) Ending Balance $ 12,647,806 $ 12,405,770 |
Schedule of Other Intangible Assets | Franchise and trademark/tradename intangible assets consist of the following at December 31, 2017 and December 31, 2016: Estimated Useful Life December 31, 2017 December 31, 2016 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 Acquired Franchise Rights BGR: The Burger Joint, net of impairment of $264,000 7 years 1,056,000 1,320,000 Franchise License Fees: Hooters South Africa 20 years 273,194 322,258 Hooters Pacific NW 20 years 74,507 88,826 Hooters UK 5 years 13,158 30,848 360,859 441,932 Total Intangibles at cost 7,193,789 7,538,862 Accumulated amortization (1,297,057 ) (1,008,619 ) Intangible assets, net $ 5,896,732 $ 6,530,243 Periods Ended December 31, 2017 December 31, 2016 Amortization expense $ 302,879 $ 311,893 |
Long-Term Debt and Notes Paya34
Long-Term Debt and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt and Notes Payable | Long-term debt and notes payable are summarized as follows. December 31, 2017 December 31, 2016 Note Payable, due December 31, 2018, net of discount of $1,173,390 and $0, respectively (a) $ 4,826,610 $ - Note Payable, due January 2017 (a) - 5,000,000 Notes Payable Paragon Bank (b) 572,276 811,205 Note Payable (c ) 75,000 - Receivables financing facilities (d) 76,109 161,899 Mortgage Note, South Africa, due July 2024 (e) - 215,962 Bank overdraft facilities, South Africa, annual renewal 164,619 124,598 Equipment financing arrangements, South Africa 27,297 145,430 Total long-term debt $ 5,741,911 $ 6,459,094 Current portion of long-term debt 5,741,911 6,171,649 Long-term debt, less current portion $ - $ 287,445 For the year ended December 31 2017 and 2016 amortization of debt discount was $782,260 and $171,861 respectively. a) On May 4, 2017, pursuant to a Securities Purchase Agreement, the Company issued 8% non-convertible secured debentures in the principal amount of $6,000,000 and warrants to purchase 1,200,000 shares of common stock (as adjusted for the Company’s subsequent one-for-ten reverse stock split) to accredited investors. The debentures bear interest at a rate of 8% per annum, payable in cash quarterly in arrears. The debentures mature on December 31, 2018 and contain customary financial and other covenants, including a requirement to maintain positive annual earnings before interest, taxes, depreciation and amortization. The debentures are secured by a second priority security interest on the Company’s assets and the obligation is guaranteed by the Company’s subsidiaries. The debentures contain a mandatory redemption provision that is triggered by an asset sale. Sale of greater than 33% of the Company’s assets will also trigger an event of default. Upon any event of default, in addition to other customary remedies, the holders have the right, at their sole option, to purchase Little Big Burger from the Company, for an aggregate purchase price of $6,500,000, or demand repayment at 108% of the outstanding principal balance and any outstanding accrued interest. The warrants have an exercise price of $3.50 (as adjusted for the reverse stock split on May 19, 2017) and a ten-year term. Warrants to purchase 800,000 shares include a beneficial ownership limit upon exercise of 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant; warrants to purchase the remaining 400,000 shares were amended to increase the beneficial ownership limit upon exercise to 19.99%. The shares of common stock underlying the warrants have registration rights, and, if the warrant shares were not registered, the holders would have the right to cashless exercise. The registration statement underlying the warrants was declared effective on October 30, 2017. In conjunction with the financing described above, the Company entered into a Satisfaction, Settlement and Release Agreement with Florida Mezzanine Fund LLLP, a Florida limited liability partnership (“Florida Mezz”), pursuant to which Florida Mezz agreed to release the Company from all claims and outstanding obligations pursuant to that certain Assumption Agreement dated September 30, 2014, as amended October 15, 2014 and October 22, 2016, and that certain Agreement dated May 23, 2016, as amended January 30, 2017, in exchange for payment of $5,000,000. $5 million of the net proceeds from the offering were remitted to Florida Mezz, $500,000 was reserved to fund the opening of new stores, and the balance of $206,746, after transaction expenses, was designated to be used for working capital and general corporate purposes. As of December 31, 2017, $165,517 of the proceeds to fund the opening of new stores remains unexpended,and has been presented as restricted cash in the accompanying consolidated balance sheet. As a result of the issuance of the debentures and the settlement of the Florida Mezz obligations subsequent to March 31, 2016, the $5 million notes payable are no longer outstanding, the Company’s share repurchase obligation from Florida Mezz has been terminated and Florida Mezz waived unpaid interest and penalties previously recorded in the Company’s consolidated financial statements which resulted in the Company recognizing a loss of 95,310. As a result, the shares subject to repurchase have been reclassified from temporary equity to permanent capital and the amounts accrued for interest and penalties reversed effective as of May 14, 2017. The new $6 million loan was accounted for as a new borrowing with consideration allocated between the loan and the warrants based upon the relative fair value of the loan and the warrants. The Company valued the warrants associated with the new debt obligation using the Black-Scholes model, which resulted in the allocation of $1.7 million to additional paid in capital with a corresponding offset to debt discount. In addition, there were $0.3 million in debt origination costs that are also accounted for as an offset to outstanding debt. The resulting debt discount of $2.0 million is being amortized to interest expense over the 20-month term of the notes. b) The Company has three term loans with Paragon Bank, all of which are collateralized by all assets of the Company and personally guaranteed by our Chief Executive Officer. The outstanding balance, interest rate and contractual maturity date of each loan is as follows: Maturity date Interest rate Principal balance Monthly principal and interest payment Note 1 9/10/2018 5.50 % $ 36,502 $ 4,406 Note 2 5/10/2019 5.25 % 199,992 11,532 Note 3 8/10/2021 5.25 % 335,782 8,500 $ 572,276 $ 24,438 c) The Company has a promissory note payable on demand in the amount of $75,000 with 800 shares of restricted Company common stock to be paid to the lender each month while the note is outstanding. d) During February 2017, in consideration for proceeds of $330,000, the Company agreed to make payments of $1,965 per day for 210 days. As of October 2017, the daily payment amount was modified to $1,200 per day and the term was extended to February 2018, with total remittance over the life of the loan unchanged. Also, during March 2017 in consideration for proceeds of $150,000, the Company agreed to make payments of $856 per day for 240 days. The Company granted a security interest in the credit card receivables of the specified restaurants in connection with the Receivables Financing Agreements. (e) The Company’s mortgage note was secured by the land and building used for the Hooters Port Elizabeth facility which was sold during the third calendar quarter of 2017. The Company received gross proceeds of 6 million Rand (approximately $470,000 USD net proceeds after broker commissions). The Company repaid he mortgage note in full at closing using the net proceeds from the sale of the property. The net assets and liabilities related to Port Elizabeth location have been written off and an impairment loss of $823 thousand recognized in the consolidated statement of operations. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible Notes payable are summarized as follows: December 31, 2017 December 31, 2016 6% Convertible notes payable due June 2018 (a) $ 3,000,000 $ 3,000,000 Convertible notes payable due March 2019 (b) 200,000 250,000 Premium (discount) on above convertible note 12,256 (46,936 ) 8% Convertible notes payable due March 2019 (b) - 475,000 Total Convertible notes payable 3,212,256 3,678,064 Current portion of convertible notes payable 3,000,000 - Convertible notes payable, less current portion $ 212,256 $ 3,678,064 (a) On August 2, 2013, the Company entered into an agreement with seven individual accredited investors, whereby the Company issued separate 6% Secured Subordinate Convertible Notes for a total of $3,000,000 in a private offering and is collateralized by the assets of the Hooters Nottingham restaurant and a subordinate position to all other assets of the Company. In connection with the Company’s agreement to conduct capital raise in 2016, the lenders agreed to waive certain existing defaults and extended the original note maturity by eighteen months from December 31, 2016 to June 30, 2018. The Note holders shall receive 10%, pro rata, of the net profit of the Nottingham, England Hooters restaurant, paid quarterly, and 10% of the net proceeds should the location be sold. (b) Pursuant to exchange agreements dated and effective March 10, 2017 by and between the Company and four existing note holders, the Company exchanged its 8% convertible notes in the aggregate principal amount of $725,000, which notes were in default, for new two-year 2% notes, in the aggregate principal amount of $820,107, representing $725,000 in principal and $95,107 unpaid accrued interest. The original convertible notes were canceled and new convertible notes issued that may be converted to common stock of the Company, at the option of the holder, at a conversion price of $3.00 per share. The notes have a two-year term, but may be called by the holder after the one-year anniversary of the exchange date. During March 2017, subsequent to the exchange agreements, convertible notes in the amount of $150,000 were converted by the holders into 50,000 shares of common stock. During April and May 2017, convertible notes in the amount of $475,000, plus related accrued interest balances, were converted by the holders into approximately 188,000 shares of common stock. |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are summarized as follows: December 31, 2017 December 31, 2016 Accounts payable and accrued expenses $ 3,853,691 $ 3,807,880 Accrued taxes (VAT, Sales Payroll) 826,305 988,056 Accrued income taxes 83,878 71,713 Accrued interest 1,208,378 685,419 $ 5,972,252 $ 5,553,068 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | The breakout of the loss from continuing operations before income taxes between domestic and foreign operations is below: 2017 2016 Income (Loss) from continuing operations before income taxes United States $ (6,925,267 ) $ (4,155,057 ) Foreign (885,397 ) 7,486 $ (7,810,664 ) $ (4,147,571 ) |
Schedule of Components of Income Tax Expense (Benefit) | The Income Tax (benefit) provision from continuing operations consists of the following: Foreign Current $ 61,766 $ 66,680 Deferred 265,809 55,670 Change in Valuation Allowance (277,126 ) (55,670 ) U.S. Federal Current - - Deferred 2,682,311 (1,614,833 ) Change in Valuation Allowance (3,362,028 ) 1,734,224 State & Local Current - - Deferred 65,450 (167,597 ) Change in Valuation Allowance (80,611 ) 179,989 $ (644,429 ) $ 198,463 |
Schedule of Effective Income Tax Rate Reconciliation | The (benefit) provision for income tax, from continuing operations, using statutory U.S. federal tax rate of 34% is reconciled to the Company’s effective tax rate as follows: 2017 2016 Computed “expected” income tax benefit $ (2,392,649 ) $ (1,410,174 ) State income taxes, net of federal benefit (276,242 ) (146,357 ) Noncontrolling interest 140,879 - Prior year true-ups other deferred tax balances - (337,713 ) Permanent Items 4,025 27,219 Federal expense of tax rate change 4,836,697 - Foreign Tax Expense 61,766 66,680 Other 169,253 140,265 Change in valuation allowance (3,188,148 ) 1,858,543 $ (644,419 ) $ 198,463 |
Schedule of Deferred Tax Assets and Liabilities | Major components of deferred tax assets for continuing operations at December 31, 2017 and 2016 were: 2017 2016 Net operating loss carryforwards $ 10,279,350 $ 9,291,804 Capital loss carryforwards 50,226 152,772 Section 1231 loss carryforwards 78,176 111,506 Charitable contribution carryforwards 22,618 33,998 Other 10,154 260,086 Restaurant startup costs - 89,159 Accrued Expenses 68,477 686,321 Deferred occupancy liabilities 151,532 261,181 Total deferred Tax Assets 10,660,533 10,886,827 Property and equipment (72,553 ) (765,187 ) Convertible debt - (17,611 ) Other Asset & Liability Impairment (62,008 ) - Investments (114,519 ) (80,246 ) Intangibles and Goodwill (465,841 ) (536,891 ) Total deferred tax liabilities (714,921 ) (1,399,935 ) Net deferred tax assets 9,945,612 9,486,892 Valuation Allowance (10,724,970 ) (10,972,446 ) $ (779,359 ) $ (1,485,554 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of the warrant activity during the years ended December 31, 2017 and 2016 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding January 1, 2017 922,203 $ 49.80 1.7 Granted 1,699,857 $ 3.50 - Exercised - - - Forfeited (259,445 ) 51.01 - Outstanding December 31, 2017 2,362,615 $ 16.34 2.2 Exercisable December 31, 2017 2,362,615 $ 16.34 2.2 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Non-interest Bearing Loans and Advances from Related Parties | The Company has received non-interest bearing loans and advances from related parties. The amounts owed by the Company as of December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Chanticleer Investors, LLC $ 191,850 $ 194,350 $ 191,850 $ 194,350 |
Segments of Business (Tables)
Segments of Business (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Operating Income (loss) by Segment | The Company does not aggregate or review non-current assets at the segment level. Year Ended December 31, 2017 December 31, 2016 Revenue: Hooters Full Service $ 13,508,220 $ 13,328,809 Better Burgers Fast Casual 22,764,571 22,588,557 Just Fresh Fast Casual 5,060,072 5,684,635 Corporate and Other 100,000 100,000 $ 41,432,863 $ 41,702,001 Operating Income (Loss): Hooters Full Service $ (1,188,598 ) $ 116,843 Better Burgers Fast Casual (537,971 ) (372,401 ) Just Fresh Fast Casual (256,319 ) (33,529 ) Corporate and Other (3,252,489 ) (2,330,801 ) $ (5,235,377 ) $ (2,619,888 ) Depreciation and Amortization Hooters Full Service $ 496,996 $ 534,210 Better Burgers Fast Casual 1,459,527 1,481,005 Just Fresh Fast Casual 322,904 323,108 Corporate and Other 3,374 3,374 $ 2,282,801 $ 2,341,697 |
Summary of Revenues, Operating Loss, Long-Lived Assets By Geographic Area | The following are revenues and operating income (loss) from continuing operations and non-current assets by geographic region as of and for the years ended December 31, 2017 and 2016. Year Ended December 31, 2017 December 31, 2016 Revenue: United States $ 32,804,708 $ 33,374,791 South Africa 5,777,306 5,409,648 Europe 2,850,849 2,917,562 $ 41,432,863 $ 41,702,001 Operating Income (Loss): United States $ (4,554,429 ) $ (2,712,766 ) South Africa (798,914 ) (114,971 ) Europe 117,966 207,849 $ (5,235,377 ) $ (2,619,888 ) Non-current Assets: December 31, 2017 December 31, 2016 United States $ 24,630,101 $ 26,812,062 South Africa 1,203,610 2,519,135 Europe 2,549,747 2,361,246 $ 28,383,458 $ 31,692,443 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Obligations | Rent obligations for are presented below: Years Ended Total 12/31/2018 $ 3,870,057 12/31/2019 3,629,790 12/31/2020 3,132,002 12/31/2021 2,731,513 12/31/2022 1,938,411 Thereafter 6,347,643 $ 21,649,416 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule of Carrying Amount of Assets and Liabilities | The carrying amount of assets and liabilities of consolidated subsidiaries with non-controlling interests are as follows (refer to Footnote 1 Organization for details of the Company’s ownership percentages for each entity): December 31, 2017 LBB Hassalo LLC LBB Platform LLC LBB Progress Ridge LLC LBB Green Lake LLC American Burger Prosperity, LLC (DBA LBB Propserity) LBB Wallingford LLC LBB Capitol Hill LLC LBB Rea Farms LLC Cash $ 8,012 $ 9,953 $ 19,819 $ 235 $ 1,917 $ 27 $ 170 $ 1,440 Accounts receivable 837 2,166 234 - 87 - - - Inventory 5,444 7,219 6,237 - 5,596 - - - Property, plant and equipment 269,350 211,055 283,666 500 385,404 3,000 7,348 - Goodwill and intangible assets - - Other assets 4,470 5,447 7,910 4,332 5,000 10,840 15,259 4,520 Due from (to) Chanticleer and affiliates 30,381 115,988 96,388 54,101 (125,162 ) 87,937 58,163 18,873 Total Assets 318,494 351,828 414,254 59,168 272,842 101,804 80,940 24,833 Accounts payable and accrued liabilites 22,905 28,384 25,956 500 40,575 10,558 7,348 - Debt Deferred rent 85,076 75,149 107,875 - 47,550 - - - Total Liabilties 107,981 103,533 133,831 500 88,125 10,558 7,348 - Net Book Value attribuable to Chanticleer and affiliates 168,411 198,637 140,211 29,334 92,359 45,623 36,796 12,417 Net Book Value attribuable to Non-Controlling Interest 42,103 49,659 140,211 29,334 92,359 45,623 36,796 12,417 Net Book Value $ 210,514 $ 248,296 $ 280,422 $ 58,668 $ 184,718 $ 91,246 $ 73,592 $ 24,834 December 31, 2017 LBB Multnomah Village LLC JF Restaurants, LLC DINE OUT Hooters Emperors Palace (PTY) Ltd Hooters on the Buzz (PTY) Ltd. Hooters Umhlang (Pty) Ltd. Hooters Wings Mgmt Company Total Cash $ 200 $ (5,231 ) $ - $ 31,818 $ 926 $ 9,992 $ 148,227 $ 227,505 Accounts receivable - 6,110 - 13,501 - - 8,557 31,492 Inventory - 57,840 - 27,080 20,640 22,329 - 152,385 Property, plant and equipment - 334,818 - 100,492 95,716 61,794 4,041 1,757,184 Goodwill and intangible assets 1,101,751 - 40,827 30,115 29,888 - 1,202,581 Other assets 12,705 33,888 - 27,965 170 6,939 - 139,445 Due from (to) Chanticleer and affiliates 12,095 (155,637 ) (32,183 ) 1,034,034 (256,573 ) 188,310 (512,662 ) 614,053 Total Assets 25,000 1,373,539 (32,183 ) 1,275,717 (109,006 ) 319,252 (351,837 ) 4,124,643 - Accounts payable and accrued liabilites 39 603,698 - 525,151 230,209 135,283 30,834 1,661,440 Debt 56,569 - 56,569 Deferred rent - 16,602 - 15,732 33,178 25,760 - 406,922 Total Liabilties 39 620,300 - 540,883 319,956 161,043 30,834 2,124,931 0 Net Book Value attribuable to Chanticleer and affiliates 12,481 424,676 (28,643 ) 646,654 (407,514 ) 142,388 (296,570 ) 1,217,260 Net Book Value attribuable to Non-Controlling Interest 12,481 328,562 (3,540 ) 88,180 (21,448 ) 15,821 (86,101 ) 782,457 Net Book Value $ 24,962 $ 753,238 $ (32,183 ) $ 734,834 $ (428,962 ) $ 158,209 $ (382,671 ) $ 1,999,711 December 31, 2016 LBB Hassalo LLC LBB Platform LLC LBB Progress Ridge LLC LBB Green Lake LLC American Burger Prosperity, LLC (DBA LBB Propserity) LBB Wallingford LLC LBB Capitol Hill LLC LBB Rea Farms LLC Cash $ 1,809 $ 1,145 $ 1,210 $ 906 $ - $ - $ - $ - Accounts receivable - - - - - - - - Inventory - - - - - - - - Property, plant and equipment 249,543 108,333 143,950 - - - - - Goodwill and intangible assets - - - - - - - - Other assets 4,370 5,447 7,910 4,332 - - - - Due from (to) Chanticleer and affiliates (21,627 ) 119,068 7,845 94,532 - - - - Total Assets 234,095 233,993 160,915 99,770 - - - - Accounts payable and accrued liabilites 81,849 59,418 75,079 - - - - - Debt Deferred rent - - - - - - - - Total Liabilties 81,849 59,418 75,079 - - - - - Net Book Value attribuable to Chanticleer and affiliates 121,796 139,660 42,918 49,885 - - - - Net Book Value attribuable to Non-Controlling Interest 30,449 34,915 42,918 49,885 - - - - Net Book Value $ 152,245 $ 174,575 $ 85,836 $ 99,770 $ - $ - $ - $ - December 31, 2016 LBB Multnomah Village LLC JF Restaurants, LLC DINE OUT Hooters Emperors Palace (PTY) Ltd Hooters on the Buzz (PTY) Ltd. Hooters Umhlang (Pty) Ltd. Hooters Wings Mgmt Company Total Cash $ - $ 12,817 $ - $ 13,861 $ 686 $ 7,921 $ 2,181 $ 42,536 Accounts receivable - 9,235 - 21,360 - - 11,285 41,880 Inventory - 76,793 - 20,082 18,752 27,658 - 143,285 Property, plant and equipment - 515,327 - 118,382 119,783 71,954 1,725 1,328,997 Goodwill and intangible assets - 1,202,751 - 39,472 29,381 29,267 826,663 2,127,534 Other assets - 37,607 - 25,255 153 6,266 - 91,340 Due from (to) Chanticleer and affiliates - 19,958 (32,183 ) 821,452 (275,433 ) 136,835 (500,934 ) 369,513 Total Assets - 1,874,488 (32,183 ) 1,059,864 (106,678 ) 279,901 340,920 4,145,083 Accounts payable and accrued liabilites - 606,514 - 435,585 214,388 115,703 58,512 1,647,048 Debt - - - - 46,170 - 218,448 264,618 Deferred rent - 1,194 - (828 ) 18,286 23,229 - 41,881 Total Liabilties - 607,708 - 434,757 278,844 138,932 276,960 1,953,547 Net Book Value attribuable to Chanticleer and affiliates - 714,210 (28,643 ) 550,094 (366,246 ) 126,872 49,569 1,400,115 Net Book Value attribuable to Non-Controlling Interest - 552,568 (3,540 ) 75,013 (19,276 ) 14,097 14,391 791,420 Net Book Value $ - $ 1,266,778 $ (32,183 ) $ 625,107 $ (385,522 ) $ 140,969 $ 63,960 $ 2,191,535 |
Restatement of 2018 Unaudited43
Restatement of 2018 Unaudited Quarterly Results (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Unaudited Quarterly Results Restatement | The table below presents major captions of the Company’s condensed consolidated as originally reported and as adjusted. There was no impact on the condensed consolidated statement of cash flows or on the Company’s cash from operations for the year ended December 31, 2017. Three Months Ended Six Months Ended Three Months Ended Nine Months Ended As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated June 30, 2017 Adjustment June 30, 2017 June 30, 2017 Adjustment June 30, 2017 September 30, 2017 Adjustment September 30, 2017 September 30, 2017 Adjustment September 30, 2017 Total revenue $ 10,765,317 $ - $ 10,765,317 $ 20,625,315 $ - $ 20,625,315 $ 10,725,365 $ - $ 10,725,365 $ 31,350,678 $ - $ 31,350,678 Operating loss from continuing operations $ (1,081,455 ) $ - $ (1,081,455 ) $ (2,070,842 ) $ - $ (2,070,842 ) $ (1,398,442 ) $ - $ (1,398,442 ) $ (3,469,285 ) $ - $ (3,469,285 ) Interest expense $ (504,706 ) $ (575,000 ) $ (1,079,706 ) $ (908,842 ) $ (575,000 ) $ (1,483,842 ) $ (309,538 ) $ (153,333 ) $ (462,871 ) $ (1,218,379 ) $ (728,333 ) $ (1,946,712 ) Loss from continuing operations $ (1,428,201 ) $ (575,000 ) $ (2,003,201 ) $ (3,176,110 ) $ (575,000 ) $ (3,751,110 ) $ (1,726,211 ) $ (153,333 ) $ (1,879,544 ) $ (4,902,324 ) $ (728,333 ) $ (5,630,657 ) Consolidated net loss $ (1,428,201 ) $ (575,000 ) $ (2,003,201 ) $ (3,176,110 ) $ (575,000 ) $ (3,751,110 ) $ (1,726,211 ) $ (153,333 ) $ (1,879,544 ) $ (4,902,324 ) $ (728,333 ) $ (5,630,657 ) Net loss attributable to Chanticleer Holdings, Inc. $ (1,371,873 ) $ (575,000 ) $ (1,946,873 ) $ (3,098,939 ) $ (575,000 ) $ (3,673,939 ) $ (1,557,439 ) $ (153,333 ) $ (1,710,772 ) $ (4,656,381 ) $ (728,333 ) $ (5,384,714 ) Net loss attributable to common shareholders of Chanticleer Holdings, Inc. $ (1,399,495 ) $ (575,000 ) $ (1,974,495 ) $ (3,150,708 ) $ (575,000 ) $ (3,725,708 ) $ (1,585,658 ) $ (153,333 ) $ (1,738,991 ) $ (4,736,369 ) $ (728,333 ) $ (5,464,702 ) Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted $ (0.58 ) $ (0.23 ) $ (0.81 ) $ (1.40 ) $ (0.25 ) $ (1.65 ) $ (0.63 ) $ (0.08 ) $ (0.71 ) $ (2.10 ) $ (0.32 ) $ (2.42 ) Weighted average shares outstanding, basic and diluted 2,432,313 $ - $ 2,432,313 2,257,767 $ - $ 2,257,767 2,432,313 $ - $ 2,432,313 $ 2,258,013 $ - $ 2,258,013 Total Assets $ 33,056,885 $ - $ 33,056,885 $ 33,056,885 $ - $ 33,056,885 $ 31,564,589 $ - $ 31,564,589 $ 31,564,589 $ - $ 31,564,589 Total Liabilities $ 18,419,316 $ 575,000 $ 18,994,316 $ 18,419,316 $ 575,000 $ 18,994,316 $ 19,030,560 $ 153,333 $ 19,183,893 $ 19,030,560 $ 728,333 $ 19,758,893 Total Chanticleer Holdings, Inc, Stockholder's Equity $ 13,673,324 $ (575,000 ) $ 13,098,324 $ 13,673,324 $ (575,000 ) $ 13,098,324 $ 11,629,109 $ (153,333 ) $ 11,475,776 $ 11,629,109 $ (728,333 ) $ 10,900,776 Total Stockholder's Equity $ 14,637,569 $ 575,000 $ 15,212,569 $ 14,637,569 $ 575,000 $ 15,212,569 $ 12,534,029 $ 153,333 $ 12,687,362 $ 12,534,029 $ 728,333 $ 13,262,362 Total Liabilities and Stockholer's Equity $ 33,056,885 $ - $ 33,056,885 $ 33,056,885 $ - $ 33,056,885 $ 31,564,589 $ - $ 31,564,589 $ 31,564,589 $ - $ 31,564,589 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Cash and restricted cash balance | $ 400,000 |
Working capital deficit | 13,000,000 |
Construction cost | 1,500,000 |
Debt face amount | 8,700,000 |
Interest and Penalties | 800,000 |
Private Investors [Member] | |
Construction cost | 1,000,000 |
Company [Member] | |
Construction cost | $ 500,000 |
Nature of Business - Schedule o
Nature of Business - Schedule of Subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Chanticleer Holdings Inc [Member] | |
Company name | CHANTICLEER HOLDINGS, INC. |
Jurisdiction of Incorporation | DE,USA |
Percent Owned | 100.00% |
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 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] | BGR Acquisition , LLC [Member] | |
Company name | BGR Acquisition 1, LLC |
Jurisdiction of Incorporation | NC, 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 Capitol Hill LLC [Member] | |
Company name | LBB Capitol Hill LLC |
Jurisdiction of Incorporation | WA, USA |
Percent Owned | 50.00% |
Burger Business [Member] | LBB Franchising LLC [Member] | |
Company name | LBB Franchising LLC |
Jurisdiction of Incorporation | NC, 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 Lake Oswego LLC [Member] | |
Company name | LBB Lake Oswego LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 100.00% |
Burger Business [Member] | LBB Magnolia Plaza LLC [Member] | |
Company name | LBB Magnolia Plaza LLC |
Jurisdiction of Incorporation | NC,USA |
Percent Owned | 100.00% |
Burger Business [Member] | LBB Multnomah Village LLC [Member] | |
Company name | LBB Multnomah Village LLC |
Jurisdiction of Incorporation | OR, USA |
Percent Owned | 50.00% |
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] | LBB Rea Farms LLC [Member] | |
Company name | LBB Rea Farms LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 50.00% |
Burger Business [Member] | LBB Wallingford LLC [Member] | |
Company name | LBB Wallingford LLC |
Jurisdiction of Incorporation | WA, 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 |
Percent Owned | 100.00% |
South African Entities [Member] | Hooters Ruimsig (Pty) Ltd [Member] | |
Company name | Hooters Ruimsig (Pty) Ltd. |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 100.00% |
South African Entities [Member] | Hooters SA (Pty) Ltd [Member] | |
Company name | Hooters SA (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 78.00% |
South African Entities [Member] | Hooters Umhlanga (Pty.) Ltd [Member] | |
Company name | Hooters Willows Crossing (Pty) Ltd |
Jurisdiction of Incorporation | South Africa |
Percent Owned | 90.00% |
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% |
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% |
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] | Chanticleer Finance UK (No. 1) Plc [Member] | |
Company name | Chanticleer Finance UK (No. 1) Plc |
Jurisdiction of Incorporation | United Kingdom |
Percent Owned | 100.00% |
Significant Accounting Polici46
Significant Accounting Policies (Details Narrative) - USD ($) | Oct. 12, 2017 | May 04, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | ||||
Accrued interest or penalties relating to any tax obligations | ||||
Asset impairment charges | 2,395,616 | |||
Advertising expense | 500,000 | 700,000 | ||
Amortization of debt discount | 788,187 | 1,039,656 | ||
Cash fdic insured amount | 250,000 | |||
Uninsured cash balances | 202,000 | 35,000 | ||
Accumulated deficit | (49,109,303) | $ (42,206,325) | ||
Non-convertible secured debentures, principal amount | 820,107 | |||
Warrants to purchase share of common stock | 1,200,000 | |||
Warrant exercise price | $ 3.50 | |||
Warrant term | 10 years | |||
Securities Purchase Agreement [Member] | ||||
Non-convertible secured debentures, percentage | 8.00% | |||
Warrants to purchase share of common stock | 499,857 | |||
Warrant exercise price | $ 3.50 | |||
Warrant term | 5 years 6 months | |||
Number of common shares sold | 499,857 | |||
Sales stock price per share | $ 2 | |||
Non-Convertible Secured Debentures [Member] | ||||
Non-convertible secured debentures, percentage | 8.00% | |||
Non-convertible secured debentures, principal amount | $ 6,000,000 | |||
January 1 2018 [Member] | ||||
Accumulated deficit | 220,000 | |||
Deferred revenue | $ 220,000 | |||
Tradename/Trademark [Member] | ||||
Amortized on a straight-line basis over estimated useful lives | 10 years | |||
Franchise License Fees [Member] | ||||
Amortized on a straight-line basis over estimated useful lives | 20 years |
Significant Accounting Polici47
Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Leasehold Improvements [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 15 years |
Restaurant Furnishings and Equipment [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Restaurant Furnishings and Equipment [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 10 years |
Office and Computer Equipment [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 3 years |
Office and Computer Equipment [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 7 years |
Significant Accounting Polici48
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,747,963 | 1,340,579 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,362,615 | 972,203 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 366,667 | 372,500 |
Accrued Interest on Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 18,681 | 45,876 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Payments to acquire business in cash | $ 72,215 | ||
Goodwill | $ 12,647,806 | 12,405,770 | $ 12,702,139 |
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 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2012 | Dec. 31, 2011 |
Hooters America [Member] | ||||
Investments Debt And Equity Securities [Line Items] | ||||
Equity method investment, ownership percentage | 0.60% | 3.00% | 3.00% | |
Chanticleer Investors LLC [Member] | ||||
Investments Debt And Equity Securities [Line Items] | ||||
Investment cost | $ 800,000 | $ 800,000 | $ 800,000 | |
Equity method investment, ownership percentage | 22.00% | 22.00% |
Investments - Schedule of Inves
Investments - Schedule of Investments at Cost (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2012 | Dec. 31, 2011 |
Chanticleer Investors LLC [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Investments accounted for under the cost method | $ 800,000 | |||
Chanticleer Investors LLC [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Investments accounted for under the cost method | $ 800,000 | $ 800,000 | $ 800,000 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Discontinued operations | |
Repurchase option term | 5 years |
Repurchase option percentage | 20.00% |
Repurchase amount | $ 1 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Operating Results From Discontinued Operations Pre-Tax Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued operations | ||
Revenue | $ 3,427,928 | |
Restaurant cost of sales | 1,196,734 | |
Restaurant operating expenses | 2,780,441 | |
General and administrative expenses | 296,343 | |
Depreciation and amortization | 436,144 | |
Other | 22,893 | |
Loss of discontinued operations | (1,304,627) | |
Loss on write-down of net assets | (3,762,253) | |
Total pretax loss of discontinued operations | (5,066,880) | |
Income tax | ||
Loss on discontinued operations | $ (4,805,955) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 2,282,801 | $ 2,341,697 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,219,547 | $ 18,666,184 |
Accumulated depreciation and amortization | (7,670,955) | (7,152,491) |
Property and equipment, net | 8,548,592 | 11,513,693 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,941,223 | 10,363,996 |
Restaurant Furnishings and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,952,934 | 6,716,926 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 176,939 | 582,265 |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 71,965 | 68,303 |
Land and Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 826,664 | |
Office Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 76,486 | $ 108,030 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Goodwill (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill [Line Items] | |||
Goodwill | $ 12,647,806 | $ 12,405,770 | $ 12,702,139 |
Hooters Full Service [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 4,703,203 | 4,461,167 | |
Better Burgers Fast Casual [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 7,448,848 | 7,448,848 | |
Just Fresh Fast Casual [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 495,755 | $ 495,755 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 12,405,770 | $ 12,702,139 |
Acquisitions | 70,604 | |
Adjustments | 62,192 | |
Foreign currency translation (loss) gain | 242,036 | (429,165) |
Ending Balance | $ 12,647,806 | $ 12,405,770 |
Intangible Assets, Net - Sche58
Intangible Assets, Net - Schedule of Other Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 7,193,789 | $ 7,538,862 |
Accumulated amortization | (1,297,057) | (1,008,619) |
Intangible assets, net | 5,896,732 | 6,530,243 |
Amortization expense | 302,879 | 311,893 |
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 | |
Acquired Franchise Rights [Member] | BGR The Burger Joint [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 1,056,000 | 1,320,000 |
Estimated useful Life | 7 years | |
Franchise License Fees [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 360,859 | 441,932 |
Estimated useful Life | 20 years | |
Franchise License Fees [Member] | Hooters South Africa [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 273,194 | 322,258 |
Estimated useful Life | 20 years | |
Franchise License Fees [Member] | Hooters Pacific NW [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 74,507 | 88,826 |
Estimated useful Life | 20 years | |
Franchise License Fees [Member] | Hooter UK [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 13,158 | $ 30,848 |
Estimated useful Life | 5 years |
Intangible Assets, Net - Sche59
Intangible Assets, Net - Schedule of Other Intangible Assets (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment charged | $ 2,395,616 | |
Acquired Franchise Rights [Member] | BGR The Burger Joint [Member] | ||
Impairment charged | $ 264,000 | $ 264,000 |
Long-Term Debt and Notes Paya60
Long-Term Debt and Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Amortization of debt discount | $ 782,260 | $ 171,861 |
Contingent liability for potential default interest and penalties | $ 881,000 |
Long-Term Debt and Notes Paya61
Long-Term Debt and Notes Payable - Summary of Long-Term Debt and Notes Payable (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | |||
Total Long-term Debt | $ 5,741,911 | $ 6,459,094 | |
Current portion of long-term debt | 5,741,911 | 6,171,649 | |
Long-term debt, less current portion | 287,445 | ||
Note Payable, due December 31, 2018, Net of Discount of $1,173,390 and $0, Respectively [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [1] | 4,826,610 | |
Note Payable, due January 2017 [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [1] | 5,000,000 | |
Notes Payable Paragon Bank [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [2] | 572,276 | 811,205 |
Note Payable [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [3] | 75,000 | |
Receivables Financing Facilities [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [4] | 76,109 | 161,899 |
Mortgage Note, South Africa, Due July 2024[Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | [5] | 215,962 | |
Bank Overdraft Facilities, South Africa, Annual Renewal [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | 164,619 | 124,598 | |
Equipment Financing Arrangements, South Africa [Member] | |||
Short-term Debt [Line Items] | |||
Total Long-term Debt | $ 27,297 | $ 145,430 | |
[1] | On May 4, 2017, pursuant to a Securities Purchase Agreement, the Company issued 8% non-convertible secured debentures in the principal amount of $6,000,000 and warrants to purchase 1,200,000 shares of common stock (as adjusted for the Company’s subsequent one-for-ten reverse stock split) to accredited investors. The debentures bear interest at a rate of 8% per annum, payable in cash quarterly in arrears. The debentures mature on December 31, 2018 and contain customary financial and other covenants, including a requirement to maintain positive annual earnings before interest, taxes, depreciation and amortization. The debentures are secured by a second priority security interest on the Company’s assets and the obligation is guaranteed by the Company’s subsidiaries. The debentures contain a mandatory redemption provision that is triggered by an asset sale. Sale of greater than 33% of the Company’s assets will also trigger an event of default. Upon any event of default, in addition to other customary remedies, the holders have the right, at their sole option, to purchase Little Big Burger from the Company, for an aggregate purchase price of $6,500,000, or demand repayment at 108%. The warrants have an exercise price of $3.50 (as adjusted for the reverse stock split) and a ten-year term. Warrants to purchase 800,000 shares include a beneficial ownership limit upon exercise of 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant; warrants to purchase the remaining 400,000 shares were amended to increase the beneficial ownership limit upon exercise to 19.99%. The shares of common stock underlying the warrants have registration rights, and, if the warrant shares were not registered, the holders would have the right to cashless exercise. The registration statement underlying the warrants was declared effective on October 30, 2017.In conjunction with the financing described above, the Company entered into a Satisfaction, Settlement and Release Agreement with Florida Mezzanine Fund LLLP, a Florida limited liability partnership (“Florida Mezz”), pursuant to which Florida Mezz agreed to release the Company from all claims and outstanding obligations pursuant to that certain Assumption Agreement dated September 30, 2014, as amended October 15, 2014 and October 22, 2016, and that certain Agreement dated May 23, 2016, as amended January 30, 2017, in exchange for payment of $5,000,000.Five million of the net proceeds from the offering were remitted to Florida Mezz, $500,000 will be reserved to fund the opening of new stores, and the balance of $206,746, after transaction expenses, will be used for working capital and general corporate purposes. As of December 31, 2017, $165,517 of the proceeds to fund the opening of new stores remains unexpended,and has been presented as restricted cash in the accompanying condensed consolidated balance sheet.As a result of the issuance of the debentures and the settlement of the Florida Mezz obligations subsequent to March 31, 2016, the $5 million notes payable are no longer outstanding, the Company’s share repurchase obligation from Florida Mezz has been terminated and Florida Mezz waived unpaid interest and penalties previously recorded in the Company’s consolidated financial statements which resulted in the Company recognizing a gain of $267,512. As a result, the shares subject to repurchase have been reclassified from temporary equity to permanent capital and the amounts accrued for interest and penalties reversed effective as of May 14, 2017.The new $6 million loan was accounted for as a new borrowing with consideration allocated between the loan and the warrants based upon the relative fair value of the loan and the warrants. The Company valued the warrants associated with the new debt obligation using the Black-Scholes model, which resulted in the allocation of $1.7 million to additional paid in capital with a corresponding offset to debt discount. In addition, there were $0.3 million in debt origination costs that are also accounted for as an offset to outstanding debt. The resulting debt discount of $2.0 million is being amortized to interest expense over the 20-month term of the notes. | ||
[2] | b) The Company has three term loans with Paragon Bank, all of which are collateralized by all assets of the Company and personally guaranteed by our Chief Executive Officer. The outstanding balance, interest rate and maturity date of each loan is as follows: Maturity date Interest rate Principal balance Monthly principal and interest payment Note 1 9/10/2018 5.50 % $ 36,502 $ 4,406 Note 2 5/10/2019 5.25 % 199,992 11,532 Note 3 8/10/2021 5.25 % 335,782 8,500 $ 572,276 $ 24,438 | ||
[3] | The Company has a promissory note payable on demand in the amount of $75,000 with 800 shares of restricted Company common stock to be paid to the lender each month while the note is outstanding. | ||
[4] | During February 2017, in consideration for proceeds of $330,000, the Company agreed to make payments of $1,965 per day for 210 days. As of October 2017, the daily payment amount was modified to $1,200 per day and the term was extended to February 2018, with total remittance over the life of the loan unchanged. Also, during March 2017 in consideration for proceeds of $150,000, the Company agreed to make payments of $856 per day for 240 days. The Company granted a security interest in the credit card receivables of the specified restaurants in connection with the Receivables Financing Agreements. | ||
[5] | The Company’s mortgage note was secured by the land and building used for the Hooters Port Elizabeth facility which was sold during the third calendar quarter of 2017. The Company received gross proceeds of 6 million Rand (approximately $470,000 USD net proceeds after broker commissions). The Company repaid he mortgage note in full at closing using the net proceeds from the sale of the property. The net assets and liabilities related to Port Elizabeth location have been written off and an impairment loss of $823 thousand recognized in the consolidated statement of operations. |
Long-Term Debt and Notes Paya62
Long-Term Debt and Notes Payable - Summary of Long-Term Debt and Notes Payable (Details) (Parenthetical) - USD ($) | May 04, 2017 | May 04, 2017 | Oct. 31, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 12, 2017 |
Warrant exercise price per share | $ 3.50 | $ 3.50 | ||||||
Proceeds from long term debt | $ 6,578,090 | $ 275,000 | ||||||
Long term debt | 5,741,911 | 6,459,094 | ||||||
Debt discount amortized value | $ 788,187 | $ 1,039,656 | ||||||
Note One [Member] | ||||||||
Debt instruments bears interest rate | 5.50% | 5.50% | ||||||
Convertible secured debentures principal balance | $ 36,502 | $ 36,502 | ||||||
Note payable maturity date | Sep. 10, 2018 | Sep. 10, 2018 | ||||||
Debt periodic payment | $ 4,406 | $ 4,406 | ||||||
Note Two [Member] | ||||||||
Debt instruments bears interest rate | 5.25% | 5.25% | ||||||
Convertible secured debentures principal balance | $ 199,992 | $ 199,992 | ||||||
Note payable maturity date | May 10, 2019 | May 10, 2019 | ||||||
Debt periodic payment | $ 11,532 | $ 11,532 | ||||||
Note Three [Member] | ||||||||
Debt instruments bears interest rate | 5.25% | 5.25% | ||||||
Convertible secured debentures principal balance | $ 335,782 | $ 335,782 | ||||||
Note payable maturity date | Aug. 10, 2021 | Aug. 10, 2021 | ||||||
Debt periodic payment | $ 8,500 | $ 8,500 | ||||||
Note [Member] | ||||||||
Convertible secured debentures principal balance | 572,276 | 572,276 | ||||||
Debt periodic payment | 24,438 | $ 24,438 | ||||||
Mortgage Note [Member] | ||||||||
Proceeds from sale of property | 6,000,000 | |||||||
USD [Member] | Mortgage Note [Member] | ||||||||
Proceeds from sale of property | 470,000 | |||||||
Daily Payment [Member] | ||||||||
Debt periodic payment | $ 1,200 | |||||||
Lender [Member] | ||||||||
Convertible secured debentures principal balance | $ 3,000,000 | |||||||
Note payable maturity date | Jun. 30, 2018 | |||||||
Proceeds from long term debt | $ 150,000 | $ 330,000 | ||||||
Lender [Member] | 210 days [Member] | ||||||||
Debt periodic payment | $ 1,965 | |||||||
Lender [Member] | 240 days [Member] | ||||||||
Debt periodic payment | $ 856 | |||||||
Florida Mezzanine [Member] | ||||||||
Payment for exchange | $ 5,000,000 | |||||||
Agreement description | The Company from all claims and outstanding obligations pursuant to that certain Assumption Agreement dated September 30, 2014, as amended October 15, 2014 and October 22, 2016, and that certain Agreement dated May 23, 2016, as amended January 30, 2017, in exchange for payment of $5,000,000. | |||||||
Proceeds from long term debt | $ 500,000 | |||||||
Long term debt | 206,746 | |||||||
Proceeds from restricted cash | 165,517 | |||||||
Note payable | 5,000,000 | |||||||
Loss on extinguishment of debt | 95,310 | |||||||
Additional paid in capital warrant issued | 1,700,000 | |||||||
Debt origination costs | 300,000 | |||||||
Debt discount amortized value | 2,000,000 | |||||||
Florida Mezzanine [Member] | Loan [Member] | ||||||||
Long term debt | 6,000,000 | |||||||
Paragon Bank [Member] | Loan [Member] | ||||||||
Note payable | $ 75,000 | |||||||
Number of restricted stock shares issued | 800 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Debt instruments bears interest rate | 8.00% | 8.00% | ||||||
Convertible secured debentures principal balance | $ 6,000,000 | $ 6,000,000 | ||||||
Number of warrant to purchase shares of common stock | 1,200,000 | 1,200,000 | ||||||
Warrant exercise price per share | $ 3.50 | |||||||
Securities Purchase Agreement [Member] | Warrants [Member] | ||||||||
Reverse stock split | one-for-ten reverse stock split | |||||||
Note payable maturity date | Dec. 31, 2018 | |||||||
Sale of assets trigger percentage | 33.00% | |||||||
Demand repayment | 108.00% | |||||||
Securities Purchase Agreement [Member] | Warrants One [Member] | ||||||||
Number of warrant to purchase shares of common stock | 800,000 | 800,000 | ||||||
Aggregate purchase price | $ 6,500,000 | $ 6,500,000 | ||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | ||||||
Beneficial ownership limit, percentage | 4.99% | |||||||
Securities Purchase Agreement [Member] | Warrants Two [Member] | ||||||||
Number of warrant to purchase shares of common stock | 400,000 | 400,000 | ||||||
Beneficial ownership limit, percentage | 19.99% | |||||||
Non-Binding Agreement [Member] | ||||||||
Asset impairment loss | $ 823,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible Notes Payable [Line Items] | |||
Convertible Notes Payable, Total | $ 725,000 | ||
Current portion of convertible notes payable | 3,000,000 | ||
Convertible notes payable, less current portion | 212,256 | 3,678,064 | |
6% Convertible Notes Payable Due June 2018 [Member] | |||
Convertible Notes Payable [Line Items] | |||
Convertible Notes Payable, Total | [1] | 3,000,000 | 3,000,000 |
Convertible Notes Payable Due March 2019 [Member] | |||
Convertible Notes Payable [Line Items] | |||
Convertible Notes Payable, Total | [2] | 200,000 | 250,000 |
Premium (Discount) on Above Convertible Note [Member] | |||
Convertible Notes Payable [Line Items] | |||
Convertible Notes Payable, Total | 12,256 | (46,936) | |
8% Convertible Notes Payable due March 2019 [Member] | |||
Convertible Notes Payable [Line Items] | |||
Convertible Notes Payable, Total | [2] | 475,000 | |
Convertible Notes Payable [Member] | |||
Convertible Notes Payable [Line Items] | |||
Convertible Notes Payable, Total | 3,212,256 | 3,678,064 | |
Current portion of convertible notes payable | 3,000,000 | ||
Convertible notes payable, less current portion | $ 212,256 | $ 3,678,064 | |
[1] | On August 2, 2013, the Company entered into an agreement with seven individual accredited investors, whereby the Company issued separate 6% Secured Subordinate Convertible Notes for a total of $3,000,000 in a private offering and is collateralized by the assets of the Hooters Nottingham restaurant and a subordinate position to all other assets of the Company. In connection with the Company's agreement to conduct capital raise in 2016, the lenders agreed to waive certain existing defaults and extended the original note maturity by eighteen months from December 31, 2016 to June 30, 2018. The Note holders shall receive 10%, pro rata, of the net profit of the Nottingham, England Hooters restaurant, paid quarterly, and 10% of the net proceeds should the location be sold. | ||
[2] | Pursuant to exchange agreements dated and effective March 10, 2017 by and between the Company and four existing note holders, the Company exchanged its 8% convertible notes in the aggregate principal amount of $725,000, which notes were in default, for new two-year 2% notes, in the aggregate principal amount of $820,107, representing $725,000 in principal and $95,107 unpaid accrued interest. The original convertible notes were canceled and new convertible notes issued that may be converted to common stock of the Company, at the option of the holder, at a conversion price of $3.00 per share. The notes have a two-year term, but may be called by the holder after the one-year anniversary of the exchange date. During March 2017, subsequent to the exchange agreements, convertible notes in the amount of $150,000 were converted by the holders into 50,000 shares of common stock. During April and May 2017, convertible notes in the amount of $475,000, plus related accrued interest balances, were converted by the holders into 187,798 shares of common stock. The exchange of the convertible notes was accounting for as an extinguishment of the previous debt, resulting in the recognition of a net loss on extinguishment of $362,822 in the accompanying condensed consolidated financial statements, which was recorded during March 2017. In addition, the lenders of the $3 million 6% convertible debt agreed to waive defaults and extend the note maturity by eighteen months to December 2018. |
Convertible Notes Payable - S64
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Aug. 02, 2013 | May 31, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument, Redemption [Line Items] | |||||
Convertible notes payable | $ 725,000 | ||||
Convertible debt principal amount | 820,107 | ||||
Unpaid accrued interest | $ 95,107 | ||||
Conversion price per share | $ 3 | ||||
Debt conversion amount | $ 475,000 | ||||
Debt conversion on converted shares | 188,000 | ||||
Lender [Member] | |||||
Debt Instrument, Redemption [Line Items] | |||||
Convertible debt | $ 3,000,000 | ||||
Convertible debt percentage | 6.00% | ||||
Convertible note payable term | 18 months | ||||
Debt maturity date | Jun. 30, 2018 | ||||
6% Secured Subordinate Convertible Notes [Member] | Seven Individual Accredited Investors [Member] | |||||
Debt Instrument, Redemption [Line Items] | |||||
Convertible debt | $ 3,000,000 | ||||
Convertible debt percentage | 6.00% | ||||
Convertible note payable term | 18 months | ||||
Maturity date description | December 31, 2016 to June 30, 2018. | ||||
Net profit pro rata percentage | 10.00% | ||||
Convertible Notes Payable [Member] | |||||
Debt Instrument, Redemption [Line Items] | |||||
Debt conversion percentage | 8.00% | ||||
Convertible notes payable | $ 3,212,256 | $ 3,678,064 | |||
Net loss on extinguishment | $ 95,310 | ||||
2% notes [Member] | |||||
Debt Instrument, Redemption [Line Items] | |||||
Convertible note payable term | 2 years | ||||
Convertible Notes [Member] | |||||
Debt Instrument, Redemption [Line Items] | |||||
Debt conversion amount | $ 150,000 | ||||
Debt conversion on converted shares | 50,000 |
Accounts Payable and Accrued 65
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 3,853,691 | $ 3,807,880 |
Accrued taxes (VAT, Sales Payroll) | 826,305 | 988,056 |
Accrued income taxes | 83,878 | 71,713 |
Accrued interest | 1,208,378 | 685,419 |
Accounts payable and accrued expenses | $ 5,972,252 | $ 5,553,068 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Line Items] | |||
Increase in income tax benefit | $ 414,000 | ||
Decrease in net deferred tax liabilities | 414,000 | ||
Deferred tax assets | $ 0 | $ 2,940,000 | |
Operating loss carryforwards expiration period | beginning in 2031 through 2036 | ||
Operating loss carryovers begin expire term | 5 years | ||
Change in Valuation Allowance | $ (3,188,148) | 1,858,543 | |
Outstanding liability | |||
Tax Cuts and Jobs Act [Member] | |||
Income Tax Disclosure [Line Items] | |||
U.S. corporate income tax rate | 35.00% | ||
Reduction in U.S. corporate income tax rate | 21.00% | ||
U.S. Federal and State [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryovers | 38,590,000 | 32,893,000 | |
Foreign [Member] | South Africa [Member] | |||
Income Tax Disclosure [Line Items] | |||
Foreign operating loss carryovers net | $ 2,360,000 | $ 1,352,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Income (Loss) from continuing operations before income taxes | $ (7,810,664) | $ (4,147,571) |
United States [Member] | ||
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Income (Loss) from continuing operations before income taxes | (6,925,267) | (4,155,057) |
Foreign [Member] | ||
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Income (Loss) from continuing operations before income taxes | $ (885,397) | $ 7,486 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Foreign, Current | $ 61,766 | $ 66,680 |
Foreign, Deferred | 265,809 | 55,670 |
Foreign, Change in Valuation Allowance | (277,126) | (55,670) |
U.S. Federal, Current | ||
U.S. Federal, Deferred | 2,682,311 | (1,614,833) |
U.S. Federal, Change in Valuation Allowance | (3,362,028) | 1,734,224 |
State & Local, Current | ||
State & Local, Deferred | 65,450 | (167,597) |
Change in valuation allowance | (80,611) | 179,989 |
Income tax provision | $ (644,429) | $ 198,463 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Computed “expected” income tax benefit | $ (2,392,649) | $ (1,410,174) |
State income taxes, net of federal benefit | (276,242) | (146,357) |
Noncontrolling interest | 140,879 | |
Prior year true-ups other deferred tax balances | (337,713) | |
Permanent Items | 4,025 | 27,219 |
Federal expense of tax rate change | 4,836,697 | |
Foreign Tax Expense | 61,766 | 66,680 |
Other | 169,253 | 140,265 |
Change in valuation allowance | (3,188,148) | 1,858,543 |
Total | $ (644,429) | $ 198,463 |
Income Taxes - Schedule of Ef70
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Percentage of U.S. federal tax rate | 34.00% | 34.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 10,279,350 | $ 9,291,804 |
Capital loss carryforwards | 50,226 | 152,772 |
Section 1231 loss carryforwards | 78,176 | 111,506 |
Charitable contribution carryforwards | 22,618 | 33,998 |
Other | 10,154 | 260,086 |
Restaurant startup costs | 89,159 | |
Accrued Expenses | 68,477 | 686,321 |
Deferred occupancy liabilities | 151,532 | 261,181 |
Total deferred Tax Assets | 10,660,533 | 10,886,827 |
Property and equipment | (72,553) | (765,187) |
Convertible debt | (17,611) | |
Other Asset & Liability Impairment | (62,008) | |
Investments | (114,519) | (80,246) |
Intangibles and Goodwill | (465,841) | (536,891) |
Total deferred tax liabilities | (714,921) | (1,399,935) |
Net deferred tax assets | 9,945,612 | 9,486,892 |
Valuation Allowance | (10,724,970) | (10,972,446) |
Net deferred tax assets | $ (779,359) | $ (1,485,554) |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 12, 2017 | May 04, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 3,045,809 | 2,139,424 | |||
Common stock, shares issued | 3,045,809 | 2,139,424 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | |||||
Warrant term | 10 years | ||||
Preferred stock, shares issued | 62,876 | 19,050 | |||
Preferred stock, shares outstanding | 62,876 | 19,050 | |||
2014 Stock Incentive Plan [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Number of shares available for issuance | 400,000 | ||||
Securities Purchase Agreement [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Purchase of common stock | 1,200,000 | ||||
Warrant term | 5 years 6 months | ||||
Sale of common stock number of shares issued | 499,857 | ||||
Sale of stock price per share | $ 2 | ||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Purchase of common stock | 499,857 | ||||
Warrant term | 5 years 6 months | ||||
Exercise price | $ 3.50 | ||||
Sale of common stock number of shares issued | 499,857 | ||||
Sale of stock price per share | $ 2 | ||||
Gross purchase price of common stock sale | $ 999,714 | ||||
Lender [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Exercise price | $ 0.62 | ||||
Number of shares issued | 56,290 | ||||
Employees, Board Members and Outside Consultants [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Number of restricted shares issued | 87,678 | ||||
Employees [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Number of shares available for issuance | 297,322 | ||||
Number of restricted shares issued | 15,000 | ||||
Florida Mezzanine Fund [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Note Payable | $ 5,000,000 | ||||
Series 1 Warrant [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Purchase of common stock | 10 | ||||
Redeemable Series 1 Preferred Stock [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Cumulative dividends rate | 9.00% | ||||
Exercise price | $ 13.50 | ||||
Series 1 Preferred Stock [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Cumulative dividends rate | 9.00% | ||||
Warrant term | 7 years | ||||
Exercise price | $ 13.50 | ||||
Preferred Stock [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Number of shares issued | 43,826 | 19,050 | |||
Number of shares issued, value | $ 591,651 | ||||
Preferred stock, shares issued | 62,876 | ||||
Preferred stock, shares outstanding | 62,876 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding beginning balance, shares | shares | 922,203 |
Granted, shares | shares | 1,699,857 |
Exercised, shares | shares | |
Expired, shares | shares | (259,445) |
Number of Warrants Outstanding ending balance, shares | shares | 2,362,615 |
Exercisable, shares | shares | 2,362,615 |
Weighted-average exercise price, Outstanding beginning balance | $ / shares | $ 49.80 |
Weighted-average exercise price, Granted | $ / shares | 3.50 |
Weighted-average exercise price, Exercised | $ / shares | |
Weighted-average exercise price, Expired | $ / shares | 51.01 |
Weighted-average exercise price, Outstanding ending balance | $ / shares | 16.34 |
Exercisable, Weighted-average exercise price | $ / shares | $ 16.34 |
Weighted Average Remaining Life In Years, Outstanding beginning balance | 1 year 8 months 12 days |
Weighted Average Remaining Life In Years, Granted | 0 years |
Weighted Average Remaining Life In Years, Exercised | 0 years |
Weighted Average Remaining Life In Years, Expired | 0 years |
Weighted Average Remaining Life In Years, Outstanding ending balance | 2 years 2 months 12 days |
Weighted Average Remaining Life In Years, Exercisable | 2 years 2 months 12 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 191,850 | $ 194,350 |
Larry Spitcaufsky [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 2,000,000 | |
Notes payable | $ 6,000,000 | |
Note payable maturity date | Dec. 31, 2018 | |
Payments of interest | $ 66,222 | |
Franchise fees received | 60,000 | |
Larry Spitcaufsky [Member] | January 2018 [Member] | ||
Related Party Transaction [Line Items] | ||
Payments of interest | $ 40,889 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Non-Interest Bearing Loans and Advances from Related Parties (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 191,850 | $ 194,350 |
Chanticleer Investors LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 191,850 | $ 194,350 |
Segments of Business - Schedule
Segments of Business - Schedule of Revenues and Operating Income (loss) by Segment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 10,725,365 | $ 10,765,317 | $ 20,625,315 | $ 31,350,678 | $ 41,432,863 | $ 41,702,001 |
Operating Income (Loss): | $ (1,398,442) | $ (1,081,455) | $ (2,070,842) | $ (3,469,285) | (5,235,377) | (2,619,888) |
Depreciation and Amortization | 2,282,801 | 2,341,697 | ||||
Operating Segments [Member] | ||||||
Revenue | 41,432,863 | 41,702,001 | ||||
Operating Income (Loss): | (5,235,377) | (2,619,888) | ||||
Depreciation and Amortization | 2,282,801 | 2,341,697 | ||||
Operating Segments [Member] | Hooters Full Service [Member] | ||||||
Revenue | 13,508,220 | 13,328,809 | ||||
Operating Income (Loss): | (1,188,598) | 116,843 | ||||
Depreciation and Amortization | 496,996 | 534,210 | ||||
Operating Segments [Member] | Better Burgers Fast Casual [Member] | ||||||
Revenue | 22,764,571 | 22,588,557 | ||||
Operating Income (Loss): | (537,971) | (372,401) | ||||
Depreciation and Amortization | 1,459,527 | 1,481,005 | ||||
Operating Segments [Member] | Just Fresh Fast Casual [Member] | ||||||
Revenue | 5,060,072 | 5,684,635 | ||||
Operating Income (Loss): | (256,319) | (33,529) | ||||
Depreciation and Amortization | 322,904 | 323,108 | ||||
Operating Segments [Member] | Corporate and Other [Member] | ||||||
Revenue | 100,000 | 100,000 | ||||
Operating Income (Loss): | (3,252,489) | (2,330,801) | ||||
Depreciation and Amortization | $ 3,374 | $ 3,374 |
Segments of Business - Summary
Segments of Business - Summary of Revenues, Operating Loss, Long-Lived Assets By Geographic Area (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||||
Revenue: | $ 10,725,365 | $ 10,765,317 | $ 20,625,315 | $ 31,350,678 | $ 41,432,863 | $ 41,702,001 |
Operating Income (Loss): | $ (1,398,442) | $ (1,081,455) | $ (2,070,842) | $ (3,469,285) | (5,235,377) | (2,619,888) |
Non-current Assets: | 28,383,458 | 31,692,443 | ||||
United States [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue: | 32,804,708 | 33,374,791 | ||||
Operating Income (Loss): | (4,554,429) | (2,712,766) | ||||
Non-current Assets: | 24,630,101 | 26,812,062 | ||||
South Africa [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue: | 5,777,306 | 5,409,648 | ||||
Operating Income (Loss): | (798,914) | (114,971) | ||||
Non-current Assets: | 1,203,610 | 2,519,135 | ||||
Europe [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue: | 2,850,849 | 2,917,562 | ||||
Operating Income (Loss): | 117,966 | 207,849 | ||||
Non-current Assets: | $ 2,549,747 | $ 2,361,246 |
Commitments and Contingencies78
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Line Items] | ||
Rent expense | $ 3,700,000 | $ 3,400,000 |
Construction cost for new restaurant | 1,500,000 | |
Debt owned amount | $ 480,000 | |
Loss contingency, estimated recovery from third party | Rolalor and Labyrinth, be wound up in satisfaction of an alleged debt owed in the total amount of R4,082,636 (approximately $480,000). | |
Maximum gross settlement | $ 675,000 | |
Attorney's fees | $ 225,000 | |
Acquisition of shares issued | 1,619,646 | |
Cash held in escrow | $ 200,000 | |
Accrued liabilities settlement amount | 675,000 | |
Restaurants [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Rent expense | 3,700,000 | 3,400,000 |
Non-Restaurants [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Rent expense | $ 50,000 | $ 50,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Rent Obligations (Details) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
12/31/2018 | $ 3,870,057 |
12/31/2019 | 3,629,790 |
12/31/2020 | 3,132,002 |
12/31/2021 | 2,731,513 |
12/31/2022 | 1,938,411 |
Thereafter | 6,347,643 |
Total | $ 21,649,416 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Minimum [Member] | |
Capital contribution | $ 250,000 |
Maximum [Member] | |
Capital contribution | $ 350,000 |
Little Big Burger LLCs [Member] | |
Percentage of equity interest | 100.00% |
Description on non-controlling interests | The Company manages the operations of the restaurant in return for a management fee and an economic interest in the net income of the restaurant location. While terms may vary by LLC, the investor generally contributes between $250,000 and $350,000 per location and is entitled to 80% of the net income of the LLC until such time as the investor recoups the initial investment and the investor return on net income changes from 80% to 50%, and in certain cases to 20%, of net income. The Company contributes the intellectual property and management related to operating a Little Big Burger, manages the construction, opening and ongoing operations of the store in return for a 5% management fee and 20% of net income until such time as the investor recoups the initial investment and the Company return on net income changes from 20% to 50%, and in certain cases to 80%, of net income. |
Just Fresh Subsidiaries [Member] | |
Percentage of interest holding on subsidiaries | 100.00% |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of Carrying Amount of Assets and Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash | $ 272,976 | $ 268,575 | $ 1,224,415 | ||||
Inventory | 460,756 | 539,550 | |||||
Property, plant and equipment | 8,548,592 | 11,513,693 | |||||
Total Assets | $ 31,564,589 | $ 33,056,885 | $ 33,056,885 | $ 31,564,589 | 30,183,019 | 33,486,123 | |
Total Liabilities | 19,758,893 | 18,994,316 | 18,994,316 | 19,758,893 | 18,694,135 | 19,781,280 | |
Net Book Value attributable to Chanticleer and affiliates | (6,794,771) | (9,076,572) | |||||
Net Book Value attributable to Non-Controlling Interest | (1,879,544) | (2,003,201) | (3,751,110) | (5,630,657) | (7,166,235) | (9,412,914) | |
Net Book Value | $ (1,710,772) | $ (1,946,873) | $ (3,673,939) | $ (5,384,714) | (6,794,771) | (9,076,572) | |
Noncontrolling Interest [Member] | |||||||
Cash | 227,505 | 42,536 | |||||
Accounts receivable | 31,492 | 41,880 | |||||
Inventory | 152,385 | 143,285 | |||||
Property, plant and equipment | 1,757,184 | 1,328,997 | |||||
Goodwill and intangible assets | 1,202,581 | 2,127,534 | |||||
Other assets | 139,445 | 91,340 | |||||
Due from (to) Chanticleer and affiliates | 614,053 | 369,513 | |||||
Total Assets | 4,124,643 | 4,145,083 | |||||
Accounts payable and accrued liabilities | 1,661,440 | 1,647,048 | |||||
Debt | 56,569 | 264,618 | |||||
Deferred rent | 406,922 | 41,881 | |||||
Total Liabilities | 2,124,931 | 1,953,547 | |||||
Net Book Value attributable to Chanticleer and affiliates | 1,217,260 | 1,400,115 | |||||
Net Book Value attributable to Non-Controlling Interest | 782,457 | (336,342) | |||||
Net Book Value | 1,999,711 | 2,191,535 | |||||
LBB Hassalo LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 8,012 | 1,809 | |||||
Accounts receivable | 837 | ||||||
Inventory | 5,444 | ||||||
Property, plant and equipment | 269,350 | 249,543 | |||||
Goodwill and intangible assets | |||||||
Other assets | 4,470 | 4,370 | |||||
Due from (to) Chanticleer and affiliates | 30,381 | (21,627) | |||||
Total Assets | 318,494 | 234,095 | |||||
Accounts payable and accrued liabilities | 22,905 | 81,849 | |||||
Deferred rent | 85,076 | ||||||
Total Liabilities | 107,981 | 81,849 | |||||
Net Book Value attributable to Chanticleer and affiliates | 168,411 | 121,796 | |||||
Net Book Value attributable to Non-Controlling Interest | 42,103 | 30,449 | |||||
Net Book Value | 210,514 | 152,245 | |||||
LBB Platform LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 9,953 | 1,145 | |||||
Accounts receivable | 2,166 | ||||||
Inventory | 7,219 | ||||||
Property, plant and equipment | 211,055 | 108,333 | |||||
Goodwill and intangible assets | |||||||
Other assets | 5,447 | 5,447 | |||||
Due from (to) Chanticleer and affiliates | 115,988 | 119,068 | |||||
Total Assets | 351,828 | 233,993 | |||||
Accounts payable and accrued liabilities | 28,384 | 59,418 | |||||
Deferred rent | 75,149 | ||||||
Total Liabilities | 103,533 | 59,418 | |||||
Net Book Value attributable to Chanticleer and affiliates | 198,637 | 139,660 | |||||
Net Book Value attributable to Non-Controlling Interest | 49,659 | 34,915 | |||||
Net Book Value | 248,296 | 174,575 | |||||
LBB Progress Ridge LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 19,819 | 1,210 | |||||
Accounts receivable | 234 | ||||||
Inventory | 6,237 | ||||||
Property, plant and equipment | 283,666 | 143,950 | |||||
Goodwill and intangible assets | |||||||
Other assets | 7,910 | 7,910 | |||||
Due from (to) Chanticleer and affiliates | 96,388 | 7,845 | |||||
Total Assets | 414,254 | 160,915 | |||||
Accounts payable and accrued liabilities | 25,956 | 75,079 | |||||
Deferred rent | 107,875 | ||||||
Total Liabilities | 133,831 | 75,079 | |||||
Net Book Value attributable to Chanticleer and affiliates | 140,211 | 42,918 | |||||
Net Book Value attributable to Non-Controlling Interest | 140,211 | 42,918 | |||||
Net Book Value | 280,422 | 85,836 | |||||
LBB Green Lake LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 235 | 906 | |||||
Accounts receivable | |||||||
Inventory | |||||||
Property, plant and equipment | 500 | ||||||
Goodwill and intangible assets | |||||||
Other assets | 4,332 | 4,332 | |||||
Due from (to) Chanticleer and affiliates | 54,101 | 94,532 | |||||
Total Assets | 59,168 | 99,770 | |||||
Accounts payable and accrued liabilities | 500 | ||||||
Deferred rent | |||||||
Total Liabilities | 500 | ||||||
Net Book Value attributable to Chanticleer and affiliates | 29,334 | 49,885 | |||||
Net Book Value attributable to Non-Controlling Interest | 29,334 | 49,885 | |||||
Net Book Value | 58,668 | 99,770 | |||||
American Burger Prosperity LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 1,917 | ||||||
Accounts receivable | 87 | ||||||
Inventory | 5,596 | ||||||
Property, plant and equipment | 385,404 | ||||||
Goodwill and intangible assets | |||||||
Other assets | 5,000 | ||||||
Due from (to) Chanticleer and affiliates | (125,162) | ||||||
Total Assets | 272,842 | ||||||
Accounts payable and accrued liabilities | 40,575 | ||||||
Deferred rent | 47,550 | ||||||
Total Liabilities | 88,125 | ||||||
Net Book Value attributable to Chanticleer and affiliates | 92,359 | ||||||
Net Book Value attributable to Non-Controlling Interest | 92,359 | ||||||
Net Book Value | 184,718 | ||||||
LBB Wallingford LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 27 | ||||||
Accounts receivable | |||||||
Inventory | |||||||
Property, plant and equipment | 3,000 | ||||||
Goodwill and intangible assets | |||||||
Other assets | 10,840 | ||||||
Due from (to) Chanticleer and affiliates | 87,937 | ||||||
Total Assets | 101,804 | ||||||
Accounts payable and accrued liabilities | 10,558 | ||||||
Deferred rent | |||||||
Total Liabilities | 10,558 | ||||||
Net Book Value attributable to Chanticleer and affiliates | 45,623 | ||||||
Net Book Value attributable to Non-Controlling Interest | 45,623 | ||||||
Net Book Value | 91,246 | ||||||
LBB Capitol Hill LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 170 | ||||||
Accounts receivable | |||||||
Inventory | |||||||
Property, plant and equipment | 7,348 | ||||||
Goodwill and intangible assets | |||||||
Other assets | 15,259 | ||||||
Due from (to) Chanticleer and affiliates | 58,163 | ||||||
Total Assets | 80,940 | ||||||
Accounts payable and accrued liabilities | 7,348 | ||||||
Deferred rent | |||||||
Total Liabilities | 7,348 | ||||||
Net Book Value attributable to Chanticleer and affiliates | 36,796 | ||||||
Net Book Value attributable to Non-Controlling Interest | 36,796 | ||||||
Net Book Value | 73,592 | ||||||
LBB Rea Farms LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 1,440 | ||||||
Accounts receivable | |||||||
Inventory | |||||||
Property, plant and equipment | |||||||
Goodwill and intangible assets | |||||||
Other assets | 4,520 | ||||||
Due from (to) Chanticleer and affiliates | 18,873 | ||||||
Total Assets | 24,833 | ||||||
Accounts payable and accrued liabilities | |||||||
Deferred rent | |||||||
Total Liabilities | |||||||
Net Book Value attributable to Chanticleer and affiliates | 12,417 | ||||||
Net Book Value attributable to Non-Controlling Interest | 12,417 | ||||||
Net Book Value | 24,834 | ||||||
LBB Multnomah Village LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 200 | ||||||
Accounts receivable | |||||||
Inventory | |||||||
Property, plant and equipment | |||||||
Goodwill and intangible assets | |||||||
Other assets | 12,705 | ||||||
Due from (to) Chanticleer and affiliates | 12,095 | ||||||
Total Assets | 25,000 | ||||||
Accounts payable and accrued liabilities | 39 | ||||||
Deferred rent | |||||||
Total Liabilities | 39 | ||||||
Net Book Value attributable to Chanticleer and affiliates | 12,481 | ||||||
Net Book Value attributable to Non-Controlling Interest | 12,481 | ||||||
Net Book Value | 24,962 | ||||||
JF Restaurants, LLC [Member] | Noncontrolling Interest [Member] | |||||||
Cash | (5,231) | 12,817 | |||||
Accounts receivable | 6,110 | 9,235 | |||||
Inventory | 57,840 | 76,793 | |||||
Property, plant and equipment | 334,818 | 515,327 | |||||
Goodwill and intangible assets | 1,101,751 | 1,202,751 | |||||
Other assets | 33,888 | 37,607 | |||||
Due from (to) Chanticleer and affiliates | (155,637) | 19,958 | |||||
Total Assets | 1,373,539 | 1,874,488 | |||||
Accounts payable and accrued liabilities | 603,698 | 606,514 | |||||
Deferred rent | 16,602 | 1,194 | |||||
Total Liabilities | 620,300 | 607,708 | |||||
Net Book Value attributable to Chanticleer and affiliates | 424,676 | 714,210 | |||||
Net Book Value attributable to Non-Controlling Interest | 328,562 | 552,568 | |||||
Net Book Value | 753,238 | 1,266,778 | |||||
DineOut SA Ltd [Member] | Noncontrolling Interest [Member] | |||||||
Cash | |||||||
Accounts receivable | |||||||
Inventory | |||||||
Property, plant and equipment | |||||||
Goodwill and intangible assets | |||||||
Other assets | |||||||
Due from (to) Chanticleer and affiliates | (32,183) | (32,183) | |||||
Total Assets | (32,183) | (32,183) | |||||
Accounts payable and accrued liabilities | |||||||
Deferred rent | |||||||
Total Liabilities | |||||||
Net Book Value attributable to Chanticleer and affiliates | (28,643) | (28,643) | |||||
Net Book Value attributable to Non-Controlling Interest | (3,540) | (3,540) | |||||
Net Book Value | (32,183) | (32,183) | |||||
Hooters Emperors Palace (Pty) Ltd. [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 31,818 | 13,861 | |||||
Accounts receivable | 13,501 | 21,360 | |||||
Inventory | 27,080 | 20,082 | |||||
Property, plant and equipment | 100,492 | 118,382 | |||||
Goodwill and intangible assets | 40,827 | 39,472 | |||||
Other assets | 27,965 | 25,255 | |||||
Due from (to) Chanticleer and affiliates | 1,034,034 | 821,452 | |||||
Total Assets | 1,275,717 | 1,059,864 | |||||
Accounts payable and accrued liabilities | 525,151 | 435,585 | |||||
Deferred rent | 15,732 | (828) | |||||
Total Liabilities | 540,883 | 434,757 | |||||
Net Book Value attributable to Chanticleer and affiliates | 646,654 | 550,094 | |||||
Net Book Value attributable to Non-Controlling Interest | 88,180 | 75,013 | |||||
Net Book Value | 734,834 | 625,107 | |||||
Hooters On The Buzz (Pty) Ltd [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 926 | 686 | |||||
Accounts receivable | |||||||
Inventory | 20,640 | 18,752 | |||||
Property, plant and equipment | 95,716 | 119,783 | |||||
Goodwill and intangible assets | 30,115 | 29,381 | |||||
Other assets | 170 | 153 | |||||
Due from (to) Chanticleer and affiliates | (256,573) | (275,433) | |||||
Total Assets | (109,006) | (106,678) | |||||
Accounts payable and accrued liabilities | 230,209 | 214,388 | |||||
Debt | 56,569 | 46,170 | |||||
Deferred rent | 33,178 | 18,286 | |||||
Total Liabilities | 319,956 | 278,844 | |||||
Net Book Value attributable to Chanticleer and affiliates | (407,514) | (366,246) | |||||
Net Book Value attributable to Non-Controlling Interest | (21,448) | (19,276) | |||||
Net Book Value | (428,962) | (385,522) | |||||
Hooters Umhlanga (Pty.) Ltd [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 9,992 | 7,921 | |||||
Accounts receivable | |||||||
Inventory | 22,329 | 27,658 | |||||
Property, plant and equipment | 61,794 | 71,954 | |||||
Goodwill and intangible assets | 29,888 | 29,267 | |||||
Other assets | 6,939 | 6,266 | |||||
Due from (to) Chanticleer and affiliates | 188,310 | 136,835 | |||||
Total Assets | 319,252 | 279,901 | |||||
Accounts payable and accrued liabilities | 135,283 | 115,703 | |||||
Debt | |||||||
Deferred rent | 25,760 | 23,229 | |||||
Total Liabilities | 161,043 | 138,932 | |||||
Net Book Value attributable to Chanticleer and affiliates | 142,388 | 126,872 | |||||
Net Book Value attributable to Non-Controlling Interest | 15,821 | 14,097 | |||||
Net Book Value | 158,209 | 140,969 | |||||
Hooters Wings Mgmt Company [Member] | Noncontrolling Interest [Member] | |||||||
Cash | 148,227 | 2,181 | |||||
Accounts receivable | 8,557 | 11,285 | |||||
Inventory | |||||||
Property, plant and equipment | 4,041 | 1,725 | |||||
Goodwill and intangible assets | 826,663 | ||||||
Other assets | |||||||
Due from (to) Chanticleer and affiliates | (512,662) | (500,934) | |||||
Total Assets | (351,837) | 340,920 | |||||
Accounts payable and accrued liabilities | 30,834 | 58,512 | |||||
Debt | 218,448 | ||||||
Deferred rent | |||||||
Total Liabilities | 30,834 | 276,960 | |||||
Net Book Value attributable to Chanticleer and affiliates | (296,570) | 49,569 | |||||
Net Book Value attributable to Non-Controlling Interest | (86,101) | 14,391 | |||||
Net Book Value | $ (382,671) | $ 63,960 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 22, 2018 | May 31, 2017 |
Debt conversion, converted instrument | $ 475,000 | |
Debt conversion on converted shares | 188,000 | |
Subsequent Event [Member] | Convertible Debt Agreement [Member] | ||
Debt conversion, converted instrument | $ 200,000 | |
Debt conversion on converted shares | 66,667 |
Restatement of 2018 Unaudited83
Restatement of 2018 Unaudited Quarterly Results (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Contingent liability for potential default interest and penalties | $ 881,000 |
Loan Agreements [Member] | |
Contingent liability for potential default interest and penalties | $ 881 |
Restatement of 2018 Unaudited84
Restatement of 2018 Unaudited Quartelry Results - Schedule of Unaudited Quarterly Results Restatement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total revenue | $ 10,725,365 | $ 10,765,317 | $ 20,625,315 | $ 31,350,678 | $ 41,432,863 | $ 41,702,001 | |
Operating loss from continuing operations | (1,398,442) | (1,081,455) | (2,070,842) | (3,469,285) | (5,235,377) | (2,619,888) | |
Interest expense | (462,871) | (1,079,706) | (1,483,842) | (1,946,712) | 2,592,961 | 2,347,019 | |
Loss from continuing operations | (1,879,544) | (2,003,201) | (3,751,110) | (5,630,657) | (7,166,235) | (4,346,034) | |
Consolidated net loss | (1,879,544) | (2,003,201) | (3,751,110) | (5,630,657) | (7,166,235) | (9,412,914) | |
Net loss attributable to Chanticleer Holdings, Inc. | (1,710,772) | (1,946,873) | (3,673,939) | (5,384,714) | (6,794,771) | (9,076,572) | |
Net loss attributable to common shareholders of Chanticleer Holdings, Inc. | $ (1,738,991) | $ (1,974,495) | $ (3,725,708) | $ (5,464,702) | $ (6,902,977) | $ (9,076,572) | |
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted | $ (0.71) | $ (0.81) | $ (1.65) | $ (2.42) | $ (2.73) | $ (4.18) | |
Weighted average shares outstanding, basic and diluted | 2,432,313 | 2,432,313 | 2,257,767 | 2,258,013 | 2,525,037 | 2,169,503 | |
Total Assets | $ 31,564,589 | $ 33,056,885 | $ 33,056,885 | $ 31,564,589 | $ 30,183,019 | $ 33,486,123 | |
Total Liabilities | 19,758,893 | 18,994,316 | 18,994,316 | 19,758,893 | 18,694,135 | 19,781,280 | |
Total Chanticleer Holdings, Inc, Stockholder's Equity | 10,900,776 | 13,098,324 | 13,098,324 | 10,900,776 | 10,706,431 | 12,564,426 | |
Total Stockholder's Equity | 13,262,362 | 15,212,569 | 15,212,569 | 13,262,362 | 11,488,884 | 13,355,843 | $ 21,757,134 |
Total Liabilities and Stockholder's Equity | 31,564,589 | 33,056,885 | 33,056,885 | 31,564,589 | $ 30,183,019 | $ 33,486,123 | |
Scenario, Previously Reported [Member] | |||||||
Total revenue | 10,725,365 | 10,765,317 | 20,625,315 | 31,350,678 | |||
Operating loss from continuing operations | (1,398,442) | (1,081,455) | (2,070,842) | (3,469,285) | |||
Interest expense | (309,538) | (504,706) | (908,842) | (1,218,379) | |||
Loss from continuing operations | (1,726,211) | (1,428,201) | (3,176,110) | (4,902,324) | |||
Consolidated net loss | (1,726,211) | (1,428,201) | (3,176,110) | (4,902,324) | |||
Net loss attributable to Chanticleer Holdings, Inc. | (1,557,439) | (1,371,873) | (3,098,939) | (4,656,381) | |||
Net loss attributable to common shareholders of Chanticleer Holdings, Inc. | $ (1,585,658) | $ (1,399,495) | $ (3,150,708) | $ (4,736,369) | |||
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted | $ (0.63) | $ (0.58) | $ (1.40) | $ (2.10) | |||
Weighted average shares outstanding, basic and diluted | 2,432,313 | 2,432,313 | 2,257,767 | 2,258,013 | |||
Total Assets | $ 31,564,589 | $ 33,056,885 | $ 33,056,885 | $ 31,564,589 | |||
Total Liabilities | 19,030,560 | 18,419,316 | 18,419,316 | 19,030,560 | |||
Total Chanticleer Holdings, Inc, Stockholder's Equity | 11,629,109 | 13,673,324 | 13,673,324 | 11,629,109 | |||
Total Stockholder's Equity | 12,534,029 | 14,637,569 | 14,637,569 | 12,534,029 | |||
Total Liabilities and Stockholder's Equity | 31,564,589 | 33,056,885 | 33,056,885 | 31,564,589 | |||
Restatement Adjustment [Member] | |||||||
Total revenue | |||||||
Operating loss from continuing operations | |||||||
Interest expense | (153,333) | (575,000) | (575,000) | (728,333) | |||
Loss from continuing operations | (153,333) | (575,000) | (575,000) | (728,333) | |||
Consolidated net loss | (153,333) | (575,000) | (575,000) | (728,333) | |||
Net loss attributable to Chanticleer Holdings, Inc. | (153,333) | (575,000) | (575,000) | (728,333) | |||
Net loss attributable to common shareholders of Chanticleer Holdings, Inc. | $ (153,333) | $ (575,000) | $ (575,000) | $ (728,333) | |||
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted | $ (0.08) | $ (0.23) | $ (0.25) | $ (0.32) | |||
Weighted average shares outstanding, basic and diluted | |||||||
Total Assets | |||||||
Total Liabilities | 728,333 | 575,000 | 575,000 | 728,333 | |||
Total Chanticleer Holdings, Inc, Stockholder's Equity | (728,333) | (575,000) | (575,000) | (728,333) | |||
Total Stockholder's Equity | 728,333 | 575,000 | 575,000 | 728,333 | |||
Total Liabilities and Stockholder's Equity |