Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 18, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Chanticleer Holdings, Inc. | ||
Entity Central Index Key | 0001106838 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
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 | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10,700,000 | ||
Entity Common Stock, Shares Outstanding | 3,731,786 | ||
Trading Symbol | BURG | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 629,871 | $ 272,976 |
Restricted cash | 335 | 165,517 |
Accounts and other receivables, net | 387,239 | 475,988 |
Inventories | 478,314 | 460,756 |
Prepaid expenses and other current assets | 179,377 | 324,324 |
Assets held for sale, net | 100,000 | |
TOTAL CURRENT ASSETS | 1,675,136 | 1,799,561 |
Property and equipment, net | 10,467,841 | 8,548,592 |
Goodwill | 11,280,465 | 12,647,806 |
Intangible assets, net | 5,123,159 | 5,896,732 |
Investments | 800,000 | 800,000 |
Deposits and other assets | 446,639 | 490,328 |
TOTAL ASSETS | 29,793,240 | 30,183,019 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,386,506 | 5,797,252 |
Current maturities of long-term debt and notes payable, net of unamortized discount and deferred financing costs of $0 and $1,173,190, respectively | 3,740,101 | 5,741,911 |
Current maturities of convertible notes payable | 3,000,000 | 3,000,000 |
Due to related parties | 185,726 | 191,850 |
TOTAL CURRENT LIABILITIES | 14,312,333 | 14,731,013 |
Long-term debt, net of current maturities | 3,000,000 | |
Convertible notes payable, net of unamortized premium of $0 and $12,256, respectively | 212,256 | |
Redeemable preferred stock: no par value, 62,876 shares issued and outstanding, net of discount of $173,914 and $208,697, respectively | 674,912 | 640,129 |
Deferred rent | 2,297,199 | 2,156,378 |
Deferred revenue | 1,174,506 | 175,000 |
Deferred tax liabilities | 76,765 | 779,359 |
TOTAL LIABILITIES | 21,535,715 | 18,694,135 |
Commitments and contingencies | ||
Common stock subject to repurchase obligation; 0 and 56,290 shares issued and outstanding, respectively | ||
Equity: | ||
Preferred stock: no par value; authorized 5,000,000 shares; 62,876 issued and outstanding | ||
Common stock: $0.0001 par value; authorized 45,000,000 shares; issued and outstanding 3,715,444 and 3,045,809 shares, respectively | 373 | 305 |
Additional paid in capital | 64,756,903 | 60,750,330 |
Accumulated other comprehensive loss | (202,115) | (934,901) |
Accumulated deficit | (57,124,673) | (49,109,303) |
Total Chanticleer Holdings, Inc, Stockholders' Equity | 7,430,488 | 10,706,431 |
Non-Controlling Interests | 827,037 | 782,453 |
TOTAL EQUITY | 8,257,525 | 11,488,884 |
TOTAL LIABILITIES AND EQUITY | $ 29,793,240 | $ 30,183,019 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Unamortized deferred finance costs | $ 0 | $ 1,173,190 |
Convertible notes unamortized discount | $ 0 | $ 12,256 |
Temporary equity, shares issued | 0 | 56,290 |
Temporary equity, shares outstanding | 0 | 56,290 |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 62,876 | 62,876 |
Preferred stock, shares outstanding | 62,876 | 62,876 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 3,715,444 | 3,045,809 |
Common stock, shares outstanding | 3,715,444 | 3,045,809 |
Redeemable Preferred Stock [Member] | ||
Temporary equity, no par value | ||
Temporary equity, shares issued | 62,876 | 62,876 |
Temporary equity, shares outstanding | 62,876 | 62,876 |
Redeemable preferred stock, net of unamortized discount | $ 173,914 | $ 208,697 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Total revenue | $ 40,613,709 | $ 41,432,863 |
Expenses: | ||
Restaurant cost of sales | 13,288,422 | 13,692,921 |
Restaurant operating expenses | 23,565,526 | 23,432,124 |
Restaurant pre-opening and closing expenses | 412,979 | 319,282 |
General and administrative expenses | 4,578,788 | 4,545,496 |
Asset impairment charge | 1,959,510 | 2,395,616 |
Depreciation and amortization | 2,163,585 | 2,282,801 |
Total expenses | 45,968,810 | 46,668,240 |
Operating loss | (5,355,101) | (5,235,377) |
Other (expense) income | ||
Interest expense | (2,527,464) | (2,592,961) |
Loss on debt refinancing | (95,310) | |
Other income (expense) | (17,926) | 112,984 |
Total other expense | (2,545,390) | (2,575,287) |
Loss before income taxes | (7,900,491) | (7,810,664) |
Income tax benefit | 701,224 | 644,429 |
Consolidated net loss | (7,199,267) | (7,166,235) |
Less: Net loss attributable to non-controlling interests | 344,847 | 371,464 |
Net loss attributable to Chanticleer Holdings, Inc. | (6,854,420) | (6,794,771) |
Dividends on redeemable preferred stock | (118,604) | (108,206) |
Net loss attributable to common shareholders of Chanticleer Holdings, Inc. | $ (6,973,024) | $ (6,902,977) |
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: | $ (1.98) | $ (2.73) |
Weighted average shares outstanding, basic and diluted | 3,520,125 | 2,525,037 |
Restaurant Sales, Net [Member] | ||
Revenue: | ||
Total revenue | $ 39,665,763 | $ 40,495,166 |
Gaming Income, Net [Member] | ||
Revenue: | ||
Total revenue | 402,611 | 442,521 |
Management Fee Income [Member] | ||
Revenue: | ||
Total revenue | 100,000 | 100,000 |
Franchise Income [Member] | ||
Revenue: | ||
Total revenue | $ 445,335 | $ 395,176 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Net loss attributable to Chanticleer Holdings, Inc. | $ (6,854,420) | $ (6,794,771) |
Foreign currency translation gain | 732,786 | 220,757 |
Total other comprehensive income | 732,786 | 220,757 |
Comprehensive loss | $ (6,121,634) | $ (6,574,014) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non- controlling Interest [Member] | Total |
Balance at Dec. 31, 2016 | $ 213 | $ 55,926,196 | $ (1,155,658) | $ (42,206,325) | $ 791,417 | $ 13,355,843 |
Balance, shares at Dec. 31, 2016 | 2,139,425 | |||||
Cash proceeds, net | $ 50 | 939,662 | 939,712 | |||
Cash proceeds, net, shares | 499,856 | |||||
Business combinations | $ 1 | 27,017 | 27,018 | |||
Business combinations, shares | 9,006 | |||||
Consulting services | $ 10 | 280,659 | 280,669 | |||
Consulting services, shares | 86,389 | |||||
Convertible debt | $ 23 | 699,740 | 699,763 | |||
Convertible debt, shares | 233,255 | |||||
Prefered Unit dividend | $ 2 | 54,002 | (108,207) | (54,203) | ||
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 | ||||
Foreign currency translation | 220,757 | 220,757 | ||||
Shares subject to repurchase | $ 6 | 348,990 | 348,996 | |||
Shares subject to repurchase, 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 | (6,794,771) | (371,464) | (7,166,235) | |||
Balance at Dec. 31, 2017 | $ 305 | 60,750,330 | (934,901) | (49,109,303) | 782,453 | 11,488,884 |
Balance, shares at Dec. 31, 2017 | 3,045,809 | |||||
Cash proceeds, net | $ 41 | 1,372,142 | 1,372,183 | |||
Cash proceeds, net, shares | 403,214 | |||||
Consulting services | $ 5 | 154,763 | 154,768 | |||
Consulting services, shares | 56,488 | |||||
Convertible debt | $ 6 | 199,994 | 200,000 | |||
Convertible debt, shares | 66,667 | |||||
Prefered Unit dividend | $ 4 | 77,452 | (118,604) | (41,148) | ||
Prefered Unit dividend, shares | 30,466 | |||||
Foreign currency translation | 732,786 | 732,786 | ||||
Non-controlling interest contribution | 900,000 | 900,000 | ||||
Accrued interest on debt | $ 2 | 43,343 | 43,345 | |||
Accrued interest on debt, shares | 12,800 | |||||
Shares issued on exercise of warrants | $ 10 | $ 289,990 | $ 290,000 | |||
Shares issued on exercise of warrants, shares | 100,000 | |||||
Warrants issued in debt modification | 1,494,999 | 1,494,999 | ||||
Shareholder payment for short swing | $ 5,546 | $ 5,546 | ||||
Non-controlling interest distributions | (142,225) | (142,225) | ||||
Reclassification of Minority Interest | 368,344 | (368,344) | ||||
Net loss | (6,854,420) | (344,847) | (7,199,267) | |||
Cumulative effect of change in accounting principle | (1,042,346) | (1,042,346) | ||||
Balance at Dec. 31, 2018 | $ 373 | $ 64,756,903 | $ (202,115) | $ (57,124,673) | $ 827,037 | $ 8,257,525 |
Balance, shares at Dec. 31, 2018 | 3,715,444 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (7,199,267) | $ (7,166,235) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,163,585 | 2,282,801 |
Asset impairment charge | 1,959,510 | 2,395,616 |
Loss on debt refinancing | 95,310 | |
Loss on investments | 68,101 | |
Common stock and warrants issued for services | 154,768 | 280,669 |
Common stock and warrants issued for interest | ||
Amortization of debt discount | 1,195,918 | 788,187 |
Change in assets and liabilities: | ||
Accounts and other receivables | 91,798 | 35,154 |
Prepaid and other assets | 116,154 | 22,157 |
Inventory | 8,885 | 23,062 |
Accounts payable and accrued liabilities | 2,626,504 | 1,039,179 |
Change in amounts payable to related parties | (6,124) | (2,500) |
Deferred income taxes | (702,594) | (706,195) |
Deferred revenue | (42,840) | |
Deferred rent | 140,820 | 188,363 |
Net cash provided by (used in) operating activities | 575,218 | (724,432) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,392,864) | (1,625,460) |
Cash paid for acquisitions | (50,000) | |
Proceeds from sale of property | 461,158 | |
Net cash used in investing activities | (2,442,864) | (1,164,302) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock and warrants | 1,667,729 | 939,712 |
Proceeds from sale of redeemable preferred stock, net of offerring costs of $243,480 | 348,171 | |
Loan proceeds | 100,000 | 6,578,090 |
Payment of deferred financing costs | (293,294) | |
Loan repayments | (455,242) | (6,187,738) |
Payments on capital leases | (28,405) | |
Distributions to non-controlling interest | (142,225) | |
Contributions from non-controlling interest | 900,000 | 725,000 |
Net cash provided by financing activities | 2,070,262 | 2,081,536 |
Effect of exchange rate changes on cash | (10,903) | (22,884) |
Net increase in cash and restricted cash | 191,713 | 169,918 |
Cash and restricted cash, beginning of year | 438,493 | 268,575 |
Cash and restricted cash, end of year | 630,206 | 438,493 |
Supplemental cash flow information: | ||
Interest | 553,898 | 839,816 |
Income taxes | 40,589 | 27,631 |
Non-cash investing and financing activities: | ||
Convertible debt settled through issuance of common stock | 200,000 | 625,000 |
Accrued interest settled through issuance of convertible debt | 43,345 | 74,763 |
Preferred stock dividends paid through issuance of common stock | 77,452 | 54,002 |
Commons stock issued in connection with working capital adjustment | $ 27,018 | |
Debt issued to fund acquisitions | 196,366 | |
Fixed asset additions included in accounts payable and accrued expenses at year end | $ 510,788 | |
Default interest liability paid in connection with warrants issued as part of debt modification | $ 1,494,999 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Cash Flows [Abstract] | |
Stock offerring costs | $ 243,480 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
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% American Burger Ally, LLC NC, USA 100% American Burger Morehead, LLC NC, USA 100% American Burger Prosperity, LLC NC, USA 50% American Roadside Burgers Smithtown, Inc. DE, USA 100% American Roadside McBee, LLC NC, USA 100% American Roadside Southpark LLC NC, USA 100% BGR Acquisition, LLC NC, USA 100% BGR Franchising, LLC VA, USA 100% BGR Operations, LLC VA, USA 100% BGR Acquisition 1, LLC NC, USA 100% BGR Annapolis, LLC MD, USA 100% BGR Arlington, LLC VA, USA 100% BGR Columbia, LLC MD, USA 100% BGR Dupont, LLC DC, USA 100% BGR Michigan Ave, LLC DC, USA 100% BGR Mosaic, LLC VA, USA 100% BGR Old Keene Mill, LLC VA, 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% BT Burger Acquisition, 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 50% 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 American Roadside Cross Hill, LLC NC, USA 100% Avenel Financial Services, LLC NV, USA 100% Avenel Ventures, LLC NV, USA 100% BGR Cascades, LLC VA, USA 100% BGR Chevy Chase, LLC MD, USA 100% BGR Old Town, LLC VA, USA 100% BGR Potomac, LLC MD, USA 100% BT’s Burgerjoint Biltmore, LLC NC, USA 100% BT’s Burgerjoint Promenade, LLC NC, USA 100% Chanticleer Advisors, LLC NV, USA 100% Chanticleer Finance UK (No. 1) Plc United Kingdom 100% Chanticleer Investment Partners, LLC NC, USA 100% Dallas Spoon Beverage, LLC TX, USA 100% Dallas Spoon, LLC TX, USA 100% DineOut SA Ltd. England 89% Hooters Brazil Brazil 100% All significant inter-company balances and transactions have been eliminated in consolidation. The Company operates on a calendar year-end. The accounts of one of the Company’s subsidiaries, Hooters Nottingham (“WEW”), was consolidated based on either a 52- or 53-week period ending on the Sunday closest to December 31, 2017. No events occurred related to the difference between the Company’s reporting calendar year end and the Company’s subsidiary year end that materially affected the company’s financial position, results of operations, or cash flows. In 2018, WEW was consolidated on a calendar year-end. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN As of December 31, 2018, our cash balance was $630,000, our working capital was negative $12.6 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 plan for the next twelve months contemplates opening at least four 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 $803,000, of which we expect approximately $125,000 to be funded by private investors and approximately $678,000 will be funded internally by the Company. Of the $678,000 to be funded by the Company, $439,000 is expected to be returned to the Company via tenant improvement refunds. We also have $6 million of principal due on our debt obligations within the next 12 months and an additional $3 million due within the succeeding 3 months, plus interest. In addition, if we fail to meet various debt covenants going forward and are notified of the default by the noteholders of the 8% non-convertible secured debentures, we may be assessed additional default interest and penalties which would increase our obligations. We expect to be able to refinance our current debt obligations during 2019 and are also exploring the sale of certain assets and raising additional capital. In May 2018, the Company completed the sale of 403,214 shares of common stock at a price of $3.50 per common share for proceeds of $1.4 million. Refer to Note 16 regarding the sale of certain assets in 2019. However, we cannot provide assurance that we will be able to refinance our long-term debt or sell assets or raise additional capital. 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. As of December 31, 2018, the Company and its subsidiaries have approximately $2.3 million of accrued employee and employer taxes, including penalties and interest which are due to certain taxing authorities. 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, 2018 | |
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 deferred tax asset valuation allowances, valuing options and warrants using the Binomial Lattice and Black-Scholes models, intangible asset valuations and useful lives, depreciation and uncollectible accounts and reserves. Actual results could differ from those estimates. REVENUE RECOGNITION On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) Upon adoption, the Company recorded a decrease to opening stockholders’ equity of $1,042,000 with a corresponding increase of $1,042,000 in deferred revenue. Additional franchise income of $83,000 was recognized during the year-ended December 31, 2018 under ASC 606, compared to what would have been recognized under ASC 605. Prior to the adoption of ASC 606, the Company’s initial franchise fees were recorded as deferred revenue when received and proportionate amounts were recognized as revenue when certain milestones such as completion of employee training, lease signing, and store opening were achieved. With the adoption of ASC 606, such initial franchise fees are deferred and recognized over the franchise license term as discussed further below. The Company generates revenues from the following sources: (i) restaurant sales; (ii) management fee income; (iii) gaming income; and (iv) franchise revenues, consisting of royalties based on a percentage of sales reported by franchise restaurants and initial signing fees. Restaurant Sales, Net 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 tax and value added tax (“VAT”) collected from customers is excluded from restaurant sales and the obligation is included in taxes payable until the taxes are remitted to the appropriate taxing authorities. Management Fee Income The Company receives management fee revenue from certain non-affiliated companies, including from managing its investment in Hooters of America which are generally earned and recognized over the performance period. 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 agreements. Franchise Income The Company grants franchises to operators in exchange for initial franchise license fees and continuing royalty payments. The license granted for each restaurant or area is considered a performance obligation. All other obligations (such as providing assistance during the opening of a restaurant) are combined with the license and were determined to be a single performance obligation. Accordingly, the total transaction price (comprised of the restaurant opening and territory fees) is allocated to each restaurant expected to be opened by the licensee under the contract. There are significant judgments regarding the estimated total transaction price, including the number of stores expected to be opened. We recognize the fee allocated to each restaurant as revenue on a straight-line basis over the restaurant’s license term, which generally begins upon the signing of the contract for area development agreements and upon the signing of a store lease for franchise agreements. The payments for these upfront fees are generally received upon contract execution. Continuing fees, which are based upon a percentage of franchisee revenues and are not subject to any constraints, are recognized on the accrual basis as those sales occur. The payments for these continuing fees are generally made on a weekly basis. Deferred Revenue Deferred revenue consists of contract liabilities resulting from initial and renewal franchise license fees paid by franchisees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement, as well as upfront development fees paid by franchisees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement once it is executed or if the development agreement is terminated. Financial Statement Impact of Transition to ASC 606 Revenue recognized during fiscal year 2018 under ASC 606 and revenue that would have been recognized during fiscal year 2018 had ASC 605 been applied is as follows: As reported under If reported under Increase/ ASC 606 ASC 605 (Decrease) Revenue: Restaurant sales, net $ 39,665,763 $ 39,665,763 $ - Gaming income, net 402,611 402,611 - Management fee income 100,000 100,000 - Franchise income 445,335 362,495 82,840 Total revenue $ 40,613,709 $ 40,530,869 $ 82,840 Contract Balances Opening and closing balances of contract liabilities and receivables from contracts with customers are as follows: December 31, 2018 December 31, 2017 Accounts Receivable $ 227,056 $ 362,992 Royalty Receivables 5,307 14,796 Gift Card Liability 87,724 80,533 Deferred Revenue 1,174,506 175,000 Business combinations The Company accounts for business combinations using the acquisition method. As of the acquisition date, the acquirer recognizes, separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. Goodwill is initially measured at cost, being the excess of the cost of acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. If the cost of acquisition is lower than the fair value of the net identifiable assets, the difference is recognized in profit. Acquisition costs are expensed as incurred. Long-lived Assets Long-lived assets, such as property and equipment, and purchased intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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”. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. RESTAURANT PRE-OPENING and closing EXPENSES Restaurant pre-opening and closing expenses are non-capital expenditures and are expensed as incurred. Restaurant pre-opening expenses consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stocking of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period. Restaurant closing expenses consists of the costs related to the closing of a restaurant location and include write-off of property and equipment, lease termination costs and other costs directly related to the closure. Pre-opening and closing expenses are expensed as incurred. LIQUOR LICENSES The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. Annual liquor license renewal fees are expensed over the renewal term. ACCOUNTS AND OTHER RECEIVABLES The Company monitors its exposure for credit losses on its receivable balances and the credit worthiness of its receivables on an ongoing basis and records related allowances for doubtful accounts. Allowances are estimated based upon specific customer and other balances, where a risk of default has been identified, and also include a provision for non-customer specific defaults based upon historical experience. The majority of the Company’s accounts are from customer credit card transactions with minimal historical credit risk. As of December 31, 2018 and 2017, 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. 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 fair value due to the short-term maturities of these financial instruments and/or because related interest rates offered to the Company approximate current rates. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization, which includes amortization of assets held under capital leases, are recorded generally using the straight-line method over the estimated useful lives of the respective assets or, if shorter, the term of the lease for certain assets held under a capital lease. Leasehold improvements are amortized over the lesser of the expected lease term, or the estimated useful lives of the related assets using the straight-line method. Maintenance and repairs that do not improve or extend the useful lives of the assets are not considered assets and are charged to expense when incurred. The estimated useful lives used to compute depreciation and amortization are as follows: Leasehold improvements 5-15 years or lease life, if shorter Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years Goodwill Goodwill, which is not subject to amortization, is evaluated for impairment annually as of the end of the Company’s year-end, or more frequently if an event occurs or circumstances change, such as material deterioration in performance or a significant number of store closures, that would indicate an impairment may exist. Goodwill is tested for impairment at a level of reporting referred to as a reporting unit. The Company’s reporting units are consistent with its operating segments. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we perform a quantitative assessment and calculate the estimated fair value of the reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The Company’s decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including the significance of the excess of the reporting unit’s estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments, and the price of our common stock. As discussed in Note 6, the Company did record an impairment charge to its goodwill balance during 2018. The Company performed a quantitative assessment and determined that no additional impairment of goodwill was necessary as of December 31, 2018. Step one of the impairment test is based upon a comparison of the carrying value of net assets, including goodwill balances, to the fair value of net assets. Fair value is measured using a discounted cash flow model approach and a market approach. The Company evaluates all methods to ensure reasonably consistent results. Additionally, the Company evaluates the key input factors in the models used to determine whether a moderate change in any input factor or combination of factors would significantly change the results of the tests. However, management noted that the margin between the estimated fair value and carrying value was relatively narrow for its reporting units for 2018 and that the impairment assessment in future periods would be sensitive to changes in estimates of cash flow, discount rates and other assumptions increasing the risk that an impairment could be triggered in future periods. The Company is also 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 underperforming store locations to improve operating cash flow. 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 effect 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 Trade Name/Trademark The fair value of trade name/trademarks are estimated and compared to the carrying value. The Company estimates the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from its annual long-range plan; assumed royalty rates that could be payable if the Company did not own the trademarks; and a discount rate. Certain of the 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. Certain of the Company’s trade name/trademarks have been classified as indefinite-lived intangible assets and are not amortized, but instead are reviewed for impairment at least annually or more frequently if indicators of impairment exist. Franchise Costs 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 charge 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. 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, 2018 and 2017, 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. 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, 2018 and 2017, which have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. December 31, 2018 December 31, 2017 Warrants 3,684,762 2,362,615 Convertible notes 300,000 366,667 Accrued interest on convertible notes - 18,681 Total 3,984,762 2,747,963 ADVERTISING Advertising costs are expensed as incurred. Advertising expenses which are included in restaurant operating expenses and general and administrative expenses in the accompanying consolidated statement of operations, totaled $0.4 million and $0.5 million for the years ended December 31, 2018 and 2017, respectively. AMORTIZATION OF DEBT DISCOUNT The Company has issued various debt instruments 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 relative fair value of the warrants and conversion was recorded as discount on debt and amortized over the term of the respective debt. For the years ended December 31, 2018 and 2017, amortization of debt discount was $1.2 million and $0.8 million, respectively. FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in local currency are translated to U.S. dollars using the exchange rates as in effect at the balance sheet date. Results of operations are translated using average exchange rates prevailing throughout the period. Adjustments resulting from the process of translating foreign currency financial statements from functional currency into U.S. dollars are included in accumulated other comprehensive loss within stockholders’ equity. Foreign currency transaction gains and losses are included in current earnings. The Company has determined that local currency is the functional currency for each of its foreign operations. Comprehensive Income (LOSS) Standards for reporting and displaying comprehensive income (loss) and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements requires that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. We are required to (a) classify items of other comprehensive income (loss) by their nature in financial statements, and (b) display the accumulated balance of other comprehensive income (loss) separately in the equity section of the balance sheet for all periods presented. Other comprehensive income (loss) items include foreign currency translation adjustments, and the unrealized gains and losses on our marketable securities classified as held for sale. concentration of credit risk The Company maintains its cash with major financial institutions. Cash held in U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in South Africa or the United Kingdom bank accounts. There was approximately $97,000 and $202,000 in aggregate uninsured cash balances at December 31, 2018 and 2017, respectively. RECLASSIFICATIONS Certain reclassifications have been made in the financial statements at December 31, 2017 and for the period then ended to conform to the current year presentation. The reclassifications had no effect on consolidated net loss. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers The core principle of the 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. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Investments – Equity Securities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805) In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company will adopt the standard on January 1, 2019, electing the optional transition method to apply the standard as of the transition date. As a result, the Company will not apply the standard to the comparative periods presented. The Company has elected the transition package of three practical expedients permitted under the new standard, which among other things, allows us to carryforward our historical lease classifications. The Company also made certain accounting policy elections for new leases post-transition, including the election to combine components. The adoption will have a significant impact to our consolidated balance sheet given the extent of the Company’s real estate lease portfolio. The Company will derecognize all landlord funded assets, deemed financing liabilities and deferred rent liabilities upon transition. The Company will record a right-of-use asset and lease liability for those leases as well as all other existing leases, the majority of which are real estate operating leases. The Company expects the adoption to result in a net increase of between $16 million to $17 million in lease assets and lease liabilities. The difference between the additional lease assets and lease liabilities, net of tax, will be recorded as an adjustment through equity. We are substantially complete with our implementation efforts. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 3. ACQUISITIONS On March 7, 2018, the Company entered into an agreement to purchase two BGR franchise locations in Maryland. The Company closed on the purchase of the Annapolis, MD location in the first quarter of 2018 and the Company closed on the Colombia, MD location as of October 1, 2018. Total consideration consisted of $30,000 in cash paid and a seller note of $9,600 upon the closing of the first location and $20,000 in cash and a seller note of $187,000 upon closing of the second location in October. The Company allocates the purchase price as of the date of acquisition based on the estimated fair value of the acquired assets and assumed liabilities. The purchase accounting for this acquisition is complete as of December 31, 2018. No proforma information is included as the proforma impact of the acquisition is not material to the consolidated financial statements as of December 31, 2018. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | 4. INVESTMENTS Investments at cost consist of the following at December 31, 2018 and 2017: 2018 2017 Chanticleer Investors, LLC $ 800,000 $ 800,000 Chanticleer Investors LLC – |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Leasehold improvements $ 12,030,450 $ 9,941,223 Restaurant furniture and equipment 6,389,305 5,952,934 Construction in progress 1,015,853 176,939 Office and computer equipment 73,681 71,965 Office furniture and fixtures 76,486 76,486 19,585,775 16,219,547 Accumulated depreciation and amortization (9,117,934 ) (7,670,955 ) $ 10,467,841 $ 8,548,592 Depreciation and amortization expense was $1,642,943 and $1,950,021 for the years ended December 31, 2018 and 2017, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 6. INTANGIBLE ASSETS, NET GOODWILL Goodwill consist of the following at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Hooters Full Service $ 3,335,862 $ 4,703,203 Better Burgers Fast Casual 7,448,848 7,448,848 Just Fresh Fast Casual 495,755 495,755 $ 11,280,465 $ 12,647,806 The changes in the carrying amount of goodwill are summarized as follows: December 31, 2018 December 31, 2017 Beginning Balance $ 12,647,806 $ 12,405,770 Impairment (1,191,111 ) - Foreign currency translation gain (loss) (176,230 ) 242,036 Ending Balance $ 11,280,465 $ 12,647,806 The Company entered into letters of intent for the sale of its Hooters Nottingham and Hooters Tacoma locations in the first quarter of 2018 and the assets of those operations were reclassified to Assets Held for Sale on the consolidated balance sheet with impairment charges recognized totaling $1.5 million for the year ended December 31, 2018. The impairment charges primarily consisted of impairment of goodwill, net of a reversal of approximately $887,000 of foreign exchange losses previously classified in Other Comprehensive Loss. The letters of intent for Hooters Nottingham and Hooters Tacoma have expired. Management is continuing to explore potential to sell both locations; however, there is not a specific program underway currently to locate a buyer or that would otherwise indicate that a disposal is imminent. Accordingly, as of September 30, 2018, management determined that it was appropriate to reclassify those locations from held for sale to operating assets. As of December 31, 2018, management believes that the carrying amount of the assets, following the $1.5 million impairment charge, continues to reflect the net realizable value of the properties and that no additional impairment adjustment is warranted at this time. An evaluation was completed effective December 31, 2018 at which time the Company determined that no additional impairment was necessary for any of the Company’s reporting units. OTHER INTANGIBLE ASSETS Franchise and trademark/tradename intangible assets consist of the following at December 31, 2018 and December 31, 2017: Estimated Useful Life December 31, 2018 December 31, 2017 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 7 years 827,757 1,056,000 Franchise License Fees: Hooters South Africa 20 years 234,242 273,194 Hooters Pacific NW 20 years 89,507 74,507 Hooters UK 5 years 12,422 13,158 336,171 360,859 Total Intangibles at cost 6,940,858 7,193,789 Accumulated amortization (1,817,699 ) (1,297,057 ) Intangible assets, net $ 5,123,159 $ 5,896,732 Periods Ended December 31, 2018 December 31, 2017 Amortization expense $ 520,642 $ 302,879 |
Debt and Notes Payable
Debt and Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Notes Payable | 7. DEBT AND NOTES PAYABLE Debt and notes payable are summarized as follows: December 31, 2018 December 31, 2017 Notes Payable, net of discount of $1,173,190 at December 31, 2017 (a) $ 6,000,000 $ 4,826,610 Notes Payable Paragon Bank (b) 319,983 572,276 Note Payable (c) 75,000 75,000 Receivables financing facilities (d) 124,205 76,109 Notes Payable (e) 144,004 - Bank overdraft facilities, South Africa, annual renewal 76,909 164,619 Equipment financing arrangements, South Africa - 27,297 Total debt 6,740,101 5,741,911 Current portion of long-term debt 3,740,101 5,741,911 Long-term debt, less current portion $ 3,000,000 $ - For the year ended December 31, 2018 and 2017, amortization of debt discount was $1,173,190 and $782,260, respectively. (a) 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 dollars 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 used for working capital and general corporate purposes. As of December 31, 2018, $335 of the proceeds reserved to fund the opening of new stores remains unexpended and has been presented as restricted cash in the accompanying 2018 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 $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-Sholes 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 was amortized to interest expense over the 20-month term of the notes (amount was fully amortized at December 31, 2018). The Company entered into an amendment to the 8% non-convertible secured debentures in December 2018. The maturity date was extended to March 31, 2020; provided however, if 50% of the principal balance of the debentures is not paid on or prior to December 31, 2019, the holders of the debentures in the aggregate principal amount greater than $3 million, acting together, may demand full and immediate payment to the Company upon 15 days’ written notice. In addition, each holder received new warrants to purchase 1,200,000 shares of common stock. The warrants have an exercise price of $2.25 and are not exercisable for a period of six months. This amendment was accounted for as a debt modification and the fair value of the warrants, determined using the Black-Scholes model, of $1.5 million was recorded as additional paid-in-capital at December 31, 2018. In connection with the debt modification, $1.5 million of accrued default interest on the 8% non-convertible secured debentures was written off. (b) Maturity date Interest rate Principal balance Note 1 5/10/2019 5.25 % $ 68,451 Note 2 8/10/2021 6.50 % 251,532 $ 319,983 (c) (d) (e) 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 judgment. As of December 31, 2018, management concluded that no conditions exist that represent events of technical default under the 8% non-convertible secured debentures. The default interest that had been accrued previously was written off against the fair value of the warrants that were issued in the December 2018 amendment to the 8% non-convertible secured debentures. In accordance with the December 2018 amendment, the holders of the 8% non-convertible secured debentures must notify the Company if there is an event of default for the default provisions to be triggered. Conditions may exist whereby the Company has failed a covenant, but the default provisions have not yet been triggered as the Company has not received notice from the noteholders. As of December 31, 2017, management concluded that conditions existed that represented events of technical default under one or more of its note or convertible note obligations. Management quantified the potential penalties and default interest that could be assessed in the event the loans were deemed by its lenders to be in default. Accordingly, the Company recorded a liability for potential maximum default interest and penalties of $881,000 as accrued interest in the accompanying consolidated financial statements of December 31, 2017. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. CONVERTIBLE NOTES PAYABLE Convertible Notes payable are summarized as follows: December 31, 2018 December 31, 2017 6% Convertible notes payable due June 2018 (a) $ 3,000,000 $ 3,000,000 8% Convertible notes payable due March 2019 (b) - 200,000 Premium on above convertible note - 12,256 Total Convertible notes payable 3,000,000 3,212,256 Current portion of convertible notes payable 3,000,000 3,000,000 Convertible notes payable, less current portion $ - $ 212,256 (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. As of December 31, 2018, these convertible notes payable remain outstanding. (b) 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. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses are summarized as follows: December 31, 2018 December 31, 2017 Accounts payable and accrued expenses $ 2,096,642 $ 3,678,691 * Accrued taxes (VAT, Sales, Payroll, etc.) 3,243,806 826,305 Accrued income taxes 61,790 83,878 Accrued interest 1,984,268 1,208,378 $ 7,386,506 $ 5,797,252 *Amount excludes deferred revenue which is broken out separately on the balance sheet in this 10-K filing. As of December 31, 2018, approximately $2.3 million of employee and employer taxes, including penalties and interest, have been accrued but not remitted to certain taxing authorities by the Company and its subsidiaries for cash compensation paid. As a result, the Company and its subsidiaries are liable for such payroll taxes and any related penalties and interest. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES The breakout of the loss from continuing operations before income taxes between domestic and foreign operations is below: 2018 2017 Loss before income taxes United States $ (6,550,167 ) $ (6,925,267 ) Foreign (1,350,324 ) (885,397 ) $ (7,900,491 ) $ (7,810,664 ) The income tax benefit for the years ended December 31, 2018 and 2017 consists of the following: 2018 2017 Foreign Current $ 1,803 $ 61,766 Deferred 18,216 265,809 Change in Valuation Allowance (8,010 ) (277,126 ) U.S. Federal Current - - Deferred (1,305,934 ) 2,682,311 Change in Valuation Allowance 291,721 (3,362,028 ) State and Local Current - - Deferred (99,938 ) 65,450 Change in Valuation Allowance 400,918 (80,611 ) $ (701,224 ) $ (644,429 ) 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 benefit for income tax using statutory U.S. federal tax rate of 21% is reconciled to the Company’s effective tax rate as of December 31, 2018 and 2017 is as follows: 2018 2017 Computed “expected” income tax benefit $ (1,659,103 ) $ (2,392,649 ) State income taxes, net of federal benefit (99,938 ) (276,243 ) Noncontrolling interest 87,389 140,879 Permanent Items 147,602 4,025 Capital loss expiration 50,220 - Federal expense of tax rate change - 4,836,697 Foreign Tax Expense 1,803 61,766 Other 86,174 169,244 Change in valuation allowance 684,629 (3,188,148 ) $ (701,224 ) $ (644,429 ) Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for tax purposes. Major components of deferred tax assets at December 31, 2018 and 2017 were: 2018 2017 Net operating loss carryforwards $ 11,106,000 $ 10,279,350 Capital loss carryforwards - 50,226 Section 1231 loss carryforwards 79,869 78,176 Charitable contribution carryforwards 23,770 22,618 Section 163(j) limitation 479,264 - Other 91,764 10,154 Restaurant startup expenses 23,369 - Accrued expenses 159,623 68,477 Deferred occupancy liabilities 128,936 151,531 Revenue recognition 243,059 - Total deferred tax assets 12,335,654 10,660,532 Property and equipment - (72,553 ) Other asset and liability impairment (122,326 ) (62,008 ) Investments (204,863 ) (114,519 ) Intangibles and Goodwill (432,572 ) (465,841 ) Total deferred tax liabilities (759,761 ) (714,921 ) Net deferred tax assets 11,575,893 9,945,611 Valuation allowance (11,652,658 ) (10,724,970 ) $ (76,765 ) $ (779,359 ) 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. 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. As of December 31, 2018 and 2017, the Company has U.S. federal and state net operating loss carryovers of approximately $41,266,000 and $38,590,000 respectively, which will expire at various dates beginning in 2031 through 2036, if not utilized with exception of loss carryovers generated in 2018. As a result of TCJA, net operating losses generated in 2018 and beyond have indefinite lives. As of December 31, 2018 and 2017 the Company has foreign net operating loss carryovers of approximately $2,330,000 and $2,360,000 (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, 2018. 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, 2018 and December 31, 2017 the change in valuation allowance was approximately $927,688 and ($2,904,457), respectively. The change in the valuation allowance for the year ended December 31, 2018 is net of the deferred tax adjustment from the implementation of ASC 606. 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, 2018 and 2017, 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 a $0 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. During the 2018 fiscal year, numerous provisions of the TCJA went into effect. The Company evaluated these provisions and incorporated the estimated impact in the 2018 income tax expense. These provisions include, but are not limited to, reductions in the corporate income tax rate with regard to current income taxes, limitations with regard to interest expense under IRC §163(j) that disallows a portion of interest expense but is carried forward with no future expiration, changes to the deductibility of meals and entertainment, changes to bonus depreciation and a reduced tax rate on foreign export sales. An additional provision of the TJCA is the implementation of the Global Intangible-Low Taxed Income Tax, or “GILTI.” The Company has elected to account for the impact of GILTI in the period in which the tax actually applies to the Company. During fiscal 2018, the Company incurred less than $100,000 of additional taxable income as a result of this provision. This increase of taxable income was incorporated into the overall net operating loss and valuation allowance. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity | 11. EQUITY The Company had 45,000,000 shares of its $0.0001 par value common stock authorized at both December 31, 2018 and December 31, 2017. The Company had 3,715,444 and 3,045,809 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively. The Company has 5,000,000 shares of its no par value preferred stock authorized at both December 31, 2018 and December 31, 2017. 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 is 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, 2018 and 2017, 62,876 shares of preferred stock were issued pursuant to the Preferred Stock Units rights offering. 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 499,856 shares of common stock at a purchase price of $2.00 per share, for a total gross purchase price of $939,712. 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. On May 3, 2018, the Company entered into a Securities Purchase Agreement with institutional and accredited investors in a registered direct offering for the sale of 403,214 shares of common stock at a purchase price of $3.50 per share, for a total gross purchase price of approximately $1,411,249 pursuant to a Securities Purchase Agreement dated May 3, 2018 with institutional and accredited investors in a registered direct offering. 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 historical volatilities for industry peers and used an average of those volatilities. The Company also agreed to issue unregistered 5 ½ year warrants to purchase up to 403,214 shares of common stock to the investors in a concurrent private placement at an exercise price of $4.50 per share. The Company has agreed to register the resale of the common shares underlying the warrants, which has been completed. The warrants are exercisable for cash in full commencing six months after the issuance date. The warrants qualified for equity accounting. Oak Ridge Financial Services Group, Inc., a registered broker-dealer acted as placement agent for the offering and received, as compensation, 7% of gross proceeds of the amounts subscribed by institutional investors introduced by Oak Ridge, for an aggregate commission of $36,767 and legal expenses in an amount less than $2,500. The offering was made pursuant to a prospectus supplement filed with the Securities and Exchange Commission on March 8, 2018 and an accompanying prospectus dated October 16, 2017, pursuant to Chanticleer’s shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission on April 27, 2015, amended on June 3, 2015 and became effective on June 9, 2015. 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, 400,000 shares post stock-split have been approved for grant. As of December 31, 2018, the Company had issued 109,536 restricted and unrestricted shares on a cumulative basis under the plan pursuant to compensatory arrangements with employees, board members and outside consultants. The Company issued 15,000 restricted stock units to employees in 2016 and none since that date. No employee stock options have been issued or are outstanding as of December 31, 2018 and December 31, 2017. Approximately 275,464 shares remained available for grant in the future. On October 1, 2018, the maturity dates for warrants covering 201,974 shares of common stock with strike prices ranging from $55.00 to $70.00 per share were extended from October 1, 2018 to October 1, 2020. A summary of the warrant activity during the years ended December 31, 2018 and 2017 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 Granted 1,603,214 2.82 Exercised (100,000 ) 3.50 Forfeited (181,067 ) 50.28 7.1 Outstanding December 31, 2018 3,684,762 $ 9.14 7.1 Exercisable December 31, 2018 3,684,762 $ 9.14 7.1 Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life in Years Exerciseable Number of Warrants $ >40.00 313,451 1.4 313,451 $ 30.00-$39.99 39,990 0.9 39,990 $ 20.00-$29.99 77,950 1.1 77,950 $ 10.00-$19.99 50,300 2.5 50,300 $ 0.00-$9.99 3,203,071 8.0 3,203,071 3,684,762 7.1 3,684,762 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. 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, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Chanticleer Investors, LLC $ 185,726 $ 191,850 $ 185,726 $ 191,850 The amount from Chanticleer Investors LLC is related to cash distributions received from Chanticleer Investors LLC’s interest 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 for $2 million of the Company’s $6 million in secured debentures. In connection with the secured debentures, the Company made payments of interest to the board member of $84,000 and $66,222 for the years ended December 31, 2018 and 2017, respectively, as required under the Notes. Mr. Spitcaufsky also subscribed for 70,000 shares in connection with the May 3, 2018 Securities Purchase Agreement and received an equal number of warrants in the transaction. Michael D. Pruitt, the Company’s chairman and Chief Executive Officer also participated in the offering. 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. The Company received royalties of $9,178 and $0 from the Little Big Burger franchises controlled by Mr. Spitcaufsky in 2018 and 2017, respectively. Subsequent to December 31, 2018, Mr. Spitcaufsky closed both of his franchised Little Big Burger restaurants in 2019. |
Segments of Business
Segments of Business | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segments of Business | 13. 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, 2018 and 2017. The Company does not aggregate or review non-current assets at the segment level. Year Ended December 31, 2018 December 31, 2017 Revenue: Hooters Full Service $ 13,841,917 $ 13,508,220 Better Burgers Fast Casual 22,617,522 22,764,571 Just Fresh Fast Casual 4,054,270 5,060,072 Corporate and Other 100,000 100,000 $ 40,613,709 $ 41,432,863 Operating Income (Loss): Hooters Full Service $ (1,280,336 ) $ (1,188,598 ) Better Burgers Fast Casual (1,216,513 ) (537,971 ) Just Fresh Fast Casual (124,863 ) (256,319 ) Corporate and Other (2,733,389 ) (3,252,489 ) $ (5,355,101 ) $ (5,235,377 ) Depreciation and Amortization Hooters Full Service $ 399,914 $ 496,996 Better Burgers Fast Casual 1,582,197 1,459,527 Just Fresh Fast Casual 178,100 322,904 Corporate and Other 3,374 3,374 $ 2,163,585 $ 2,282,801 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, 2018 and 2017: Year Ended December 31, 2018 December 31, 2017 Revenue: United States $ 31,930,427 $ 32,804,708 South Africa 5,825,967 5,777,306 Europe 2,857,315 2,850,849 $ 40,613,709 $ 41,432,863 Operating Income (Loss): United States $ (5,666,969 ) $ (4,554,429 ) South Africa 139,088 (798,914 ) Europe 172,780 117,966 $ (5,355,101 ) $ (5,235,377 ) Non-current Assets: December 31, 2018 December 31, 2017 United States $ 24,795,368 $ 24,630,101 South Africa 909,514 1,203,610 Europe 2,413,222 2,549,747 $ 28,118,104 $ 28,383,458 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 the next five fiscal years and thereafter are presented below: December 31, 2019 $ 4,041,976 December 31, 2020 3,659,620 December 31, 2021 3,230,270 December 31, 2022 2,483,514 December 31, 2023 1,940,765 Thereafter 6,106,601 $ 21,462,746 Rent expense for the years ended December 31, 2018 and December 31, 2017 was $4.6 million and $3.7 million, respectively. Rent expense for the years ended December 31, 2018 and 2017 for the Company’s restaurants was $4.5 million and $3.7 million, respectively, and is included in the “Restaurant operating expenses” and “Restaurant pre-opening and closing expenses” (for rent incurred at restaurant locations not yet open) of the Consolidated Statements of Operations. Rent expense related to non-restaurant facilities of $50 thousand for both years ended December 31, 2018 and 2017 was included in the “General and administrative expense” of the Consolidated Statements of Operations. On March 26, 2013, our South African operations received Notice of Motion filed in the Kwazulu-Natal High Court, Durban, Republic of South Africa, filed against Rolalor (PTY) LTD (“Rolalor”) and Labyrinth Trading 18 (PTY) LTD (“Labyrinth”) by Jennifer Catherine Mary Shaw (“Shaw”). Rolalor and Labyrinth were the original entities formed to operate the Johannesburg and Durban locations, respectively. On September 9, 2011, the assets and the then-disclosed liabilities of these entities were transferred to Tundraspex (PTY) LTD (“Tundraspex”) and Dimaflo (PTY) LTD (“Dimaflo”), respectively. The current entities, Tundraspex and Dimaflo are not parties in the lawsuit. Shaw is requesting that the Respondents, Rolalor and Labyrinth, be wound up in satisfaction of an alleged debt owed in the total amount of R4,082,636 (approximately $480,000). The two Notices were defended and argued in the High Court of South Africa (Durban) on January 31, 2014. Madam Justice Steryi dismissed the action with costs on May 5, 2014. Ms. Shaw 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, 2018 or 2017 in the accompanying consolidated balance sheets. From time to time, the Company may be involved in legal proceedings and claims that have arisen in the ordinary course of business are generally covered by insurance. As of December 31, 2018, the Company does not expect the amount of ultimate liability with respect to these matters to be material to the company’s financial condition, results of operations or cash flows. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 15. 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 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. 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 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, 2018 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 $ 13,690 $ 22,363 $ 21,790 $ 588 $ 8,095 $ 9,238 $ 3,800 $ 4,306 Accounts receivable 165 (17 ) 3,652 - 1,777 1,896 - 209 Inventory 4,682 3,213 5,781 - 3,261 3,265 - 4,965 Property, plant and equipment 249,902 190,017 252,322 144,953 353,907 539,713 408,644 398,497 Goodwill and intangible assets - - - - - - - - Other assets 4,320 5,447 10,364 4,332 5,000 10,840 15,259 4,520 Due from (to) Chanticleer and affiliates 118,500 173,600 132,844 (28,829 ) (205,782 ) (291,452 ) (190,138 ) (81,037 ) Total Assets 391,259 394,623 426,753 121,045 166,258 273,500 237,566 331,461 Accounts payable and accrued liabilites 59,373 45,537 62,441 128,945 31,875 71,928 151,585 132,760 Debt - - - - - - - - Deferred rent 80,323 74,430 105,326 4,279 45,750 105,503 32,310 730 Total Liabilties 139,696 119,966 167,766 133,225 77,625 177,431 183,896 133,490 Net Book Value attribuable to Chanticleer and affiliates 201,251 219,726 129,493 (6,090 ) 44,316 48,035 26,835 98,986 Net Book Value attribuable to Non-Controlling Interest 50,313 54,931 129,493 (6,090 ) 44,316 48,035 26,835 98,986 Net Book Value $ 251,563 $ 274,657 $ 258,987 $ (12,180 ) $ 88,633 $ 96,069 $ 53,670 $ 197,971 December 31, 2018 LBB Multnomah Village LLC LBB Magnolia 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 $ 8,106 $ 4,850 $ 29,668 $ - $ 56,868 $ 313 $ 14,400 $ 3,372 $ 201,448 Accounts receivable 2,801 259 14,806 - 6,586 - 1,585 38,907 72,627 Inventory 3,588 4,110 34,467 - 21,033 27,048 22,171 - 137,584 Property, plant and equipment 297,430 272,996 226,818 - 64,130 52,775 39,578 3,465 3,495,149 Goodwill and intangible assets - - 1,000,751 - 32,535 23,746 23,465 - 1,080,498 Other assets 10,483 12,620 24,670 - 23,978 3,988 5,949 - 141,769 Due from (to) Chanticleer and affiliates 72,085 46,660 (299,797 ) (32,183 ) 855,758 (232,167 ) 93,052 (325,075 ) (193,959 ) Total Assets 394,493 341,495 1,031,384 (32,183 ) 1,060,889 (124,298 ) 200,200 (279,331 ) 4,935,115 Accounts payable and accrued liabilites 50,138 20,685 631,341 - 418,980 198,817 55,320 17,564 2,077,288 Debt - - - - - 32,477 - - 32,477 Deferred rent 122,360 98,776 20,455 - 18,423 30,178 14,045 22,191 775,079 Total Liabilties 172,498 119,461 651,796 - 437,403 261,472 69,365 39,755 2,884,844 Net Book Value attribuable to Chanticleer and affiliates 110,998 111,017 214,664 (28,643 ) 548,668 (366,481 ) 117,752 (247,292 ) 1,223,234 Net Book Value attribuable to Non-Controlling Interest 110,998 111,017 164,924 (3,540 ) 74,818 (19,288 ) 13,084 (71,794 ) 827,037 Net Book Value $ 221,996 $ 222,034 $ 379,588 $ (32,183 ) $ 623,486 $ (385,769 ) $ 130,836 $ (319,086 ) $ 2,050,271 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 318,494 351,828 414,253 59,167 272,842 101,804 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 107,981 103,532 133,831 500 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 $ 210,513 $ 248,296 $ 280,421 $ 58,667 $ 184,717 $ 91,246 $ 73,592 $ 24,833 December 31, 2017 LBB Multnomah Village LLC LBB Magnolia 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 - 152,384 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 ) 4,124,644 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 - 620,301 - 540,883 319,956 161,043 30,834 2,124,931 Net Book Value attribuable to Chanticleer and affiliates 12,481 - 424,678 (28,643 ) 646,654 (407,514 ) 142,388 (296,570 ) 1,217,259 Net Book Value attribuable to Non-Controlling Interest 12,481 - 328,561 (3,540 ) 88,180 (21,448 ) 15,821 (86,101 ) 782,453 Net Book Value $ 24,961 $ - $ 753,238 $ (32,183 ) $ 734,834 $ (428,962 ) $ 158,209 $ (382,671 ) $ 1,999,713 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS In February 2019, the Company sold a majority interest in two of its company-owned BGR restaurants for a purchase price of $500,000. In connection with the sale, the Company established franchise agreements with those two restaurants. The Company still owns approximately 46% of those two restaurants. Also, in February 2019, the Company sold one of its company-owned American Burger restaurants for a purchase price of $200,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 deferred tax asset valuation allowances, valuing options and warrants using the Binomial Lattice and Black-Scholes models, intangible asset valuations and useful lives, depreciation and uncollectible accounts and reserves. Actual results could differ from those estimates. |
Revenue Recognition | REVENUE RECOGNITION On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) Upon adoption, the Company recorded a decrease to opening stockholders’ equity of $1,042,000 with a corresponding increase of $1,042,000 in deferred revenue. Additional franchise income of $83,000 was recognized during the year-ended December 31, 2018 under ASC 606, compared to what would have been recognized under ASC 605. Prior to the adoption of ASC 606, the Company’s initial franchise fees were recorded as deferred revenue when received and proportionate amounts were recognized as revenue when certain milestones such as completion of employee training, lease signing, and store opening were achieved. With the adoption of ASC 606, such initial franchise fees are deferred and recognized over the franchise license term as discussed further below. The Company generates revenues from the following sources: (i) restaurant sales; (ii) management fee income; (iii) gaming income; and (iv) franchise revenues, consisting of royalties based on a percentage of sales reported by franchise restaurants and initial signing fees. Restaurant Sales, Net 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 tax and value added tax (“VAT”) collected from customers is excluded from restaurant sales and the obligation is included in taxes payable until the taxes are remitted to the appropriate taxing authorities. Management Fee Income The Company receives management fee revenue from certain non-affiliated companies, including from managing its investment in Hooters of America which are generally earned and recognized over the performance period. 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 agreements. Franchise Income The Company grants franchises to operators in exchange for initial franchise license fees and continuing royalty payments. The license granted for each restaurant or area is considered a performance obligation. All other obligations (such as providing assistance during the opening of a restaurant) are combined with the license and were determined to be a single performance obligation. Accordingly, the total transaction price (comprised of the restaurant opening and territory fees) is allocated to each restaurant expected to be opened by the licensee under the contract. There are significant judgments regarding the estimated total transaction price, including the number of stores expected to be opened. We recognize the fee allocated to each restaurant as revenue on a straight-line basis over the restaurant’s license term, which generally begins upon the signing of the contract for area development agreements and upon the signing of a store lease for franchise agreements. The payments for these upfront fees are generally received upon contract execution. Continuing fees, which are based upon a percentage of franchisee revenues and are not subject to any constraints, are recognized on the accrual basis as those sales occur. The payments for these continuing fees are generally made on a weekly basis. Deferred Revenue Deferred revenue consists of contract liabilities resulting from initial and renewal franchise license fees paid by franchisees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement, as well as upfront development fees paid by franchisees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement once it is executed or if the development agreement is terminated. Financial Statement Impact of Transition to ASC 606 Revenue recognized during fiscal year 2018 under ASC 606 and revenue that would have been recognized during fiscal year 2018 had ASC 605 been applied is as follows: As reported under If reported under Increase/ ASC 606 ASC 605 (Decrease) Revenue: Restaurant sales, net $ 39,665,763 $ 39,665,763 $ - Gaming income, net 402,611 402,611 - Management fee income 100,000 100,000 - Franchise income 445,335 362,495 82,840 Total revenue $ 40,613,709 $ 40,530,869 $ 82,840 Contract Balances Opening and closing balances of contract liabilities and receivables from contracts with customers are as follows: December 31, 2018 December 31, 2017 Accounts Receivable $ 227,056 $ 362,992 Royalty Receivables 5,307 14,796 Gift Card Liability 87,724 80,533 Deferred Revenue 1,174,506 175,000 |
Business Combinations | BUSINESS COMBINATIONS The Company accounts for business combinations using the acquisition method. As of the acquisition date, the acquirer recognizes, separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. Goodwill is initially measured at cost, being the excess of the cost of acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. If the cost of acquisition is lower than the fair value of the net identifiable assets, the difference is recognized in profit. Acquisition costs are expensed as incurred. |
Long-Lived Assets | LONG-LIVED ASSETS Long-lived assets, such as property and equipment, and purchased intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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”. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Restaurant Pre-opening and Closing Expenses | RESTAURANT PRE-OPENING AND CLOSING EXPENSES Restaurant pre-opening and closing expenses are non-capital expenditures and are expensed as incurred. Restaurant pre-opening expenses consist of the costs of hiring and training the initial hourly work force for each new restaurant, travel, the cost of food and supplies used in training, grand opening promotional costs, the cost of the initial stocking of operating supplies and other direct costs related to the opening of a restaurant, including rent during the construction and in-restaurant training period. Restaurant closing expenses consists of the costs related to the closing of a restaurant location and include write-off of property and equipment, lease termination costs and other costs directly related to the closure. Pre-opening and closing expenses are expensed as incurred. |
Liquor Licenses | LIQUOR LICENSES The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. Annual liquor license renewal fees are expensed over the renewal term. |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES The Company monitors its exposure for credit losses on its receivable balances and the credit worthiness of its receivables on an ongoing basis and records related allowances for doubtful accounts. Allowances are estimated based upon specific customer and other balances, where a risk of default has been identified, and also include a provision for non-customer specific defaults based upon historical experience. The majority of the Company’s accounts are from customer credit card transactions with minimal historical credit risk. As of December 31, 2018 and 2017, 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. 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 fair value due to the short-term maturities of these financial instruments and/or because related interest rates offered to the Company approximate current rates. |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization, which includes amortization of assets held under capital leases, are recorded generally using the straight-line method over the estimated useful lives of the respective assets or, if shorter, the term of the lease for certain assets held under a capital lease. Leasehold improvements are amortized over the lesser of the expected lease term, or the estimated useful lives of the related assets using the straight-line method. Maintenance and repairs that do not improve or extend the useful lives of the assets are not considered assets and are charged to expense when incurred. The estimated useful lives used to compute depreciation and amortization are as follows: Leasehold improvements 5-15 years or lease life, if shorter Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years |
Goodwill | GOODWILL Goodwill, which is not subject to amortization, is evaluated for impairment annually as of the end of the Company’s year-end, or more frequently if an event occurs or circumstances change, such as material deterioration in performance or a significant number of store closures, that would indicate an impairment may exist. Goodwill is tested for impairment at a level of reporting referred to as a reporting unit. The Company’s reporting units are consistent with its operating segments. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we perform a quantitative assessment and calculate the estimated fair value of the reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The Company’s decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including the significance of the excess of the reporting unit’s estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments, and the price of our common stock. As discussed in Note 6, the Company did record an impairment charge to its goodwill balance during 2018. The Company performed a quantitative assessment and determined that no additional impairment of goodwill was necessary as of December 31, 2018. Step one of the impairment test is based upon a comparison of the carrying value of net assets, including goodwill balances, to the fair value of net assets. Fair value is measured using a discounted cash flow model approach and a market approach. The Company evaluates all methods to ensure reasonably consistent results. Additionally, the Company evaluates the key input factors in the models used to determine whether a moderate change in any input factor or combination of factors would significantly change the results of the tests. However, management noted that the margin between the estimated fair value and carrying value was relatively narrow for its reporting units for 2018 and that the impairment assessment in future periods would be sensitive to changes in estimates of cash flow, discount rates and other assumptions increasing the risk that an impairment could be triggered in future periods. The Company is also 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 underperforming store locations to improve operating cash flow. 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 effect 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 Trade Name/Trademark The fair value of trade name/trademarks are estimated and compared to the carrying value. The Company estimates the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from its annual long-range plan; assumed royalty rates that could be payable if the Company did not own the trademarks; and a discount rate. Certain of the 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. Certain of the Company’s trade name/trademarks have been classified as indefinite-lived intangible assets and are not amortized, but instead are reviewed for impairment at least annually or more frequently if indicators of impairment exist. Franchise Costs 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 charge 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. |
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, 2018 and 2017, 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. |
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, 2018 and 2017, which have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. December 31, 2018 December 31, 2017 Warrants 3,684,762 2,362,615 Convertible notes 300,000 366,667 Accrued interest on convertible notes - 18,681 Total 3,984,762 2,747,963 |
Advertising | ADVERTISING Advertising costs are expensed as incurred. Advertising expenses which are included in restaurant operating expenses and general and administrative expenses in the accompanying consolidated statement of operations, totaled $0.4 million and $0.5 million for the years ended December 31, 2018 and 2017, respectively. |
Amortization of Debt Discount | AMORTIZATION OF DEBT DISCOUNT The Company has issued various debt instruments 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 relative fair value of the warrants and conversion was recorded as discount on debt and amortized over the term of the respective debt. For the years ended December 31, 2018 and 2017, amortization of debt discount was $1.2 million and $0.8 million, respectively. |
Foreign Currency Translation | FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in local currency are translated to U.S. dollars using the exchange rates as in effect at the balance sheet date. Results of operations are translated using average exchange rates prevailing throughout the period. Adjustments resulting from the process of translating foreign currency financial statements from functional currency into U.S. dollars are included in accumulated other comprehensive loss within stockholders’ equity. Foreign currency transaction gains and losses are included in current earnings. The Company has determined that local currency is the functional currency for each of its foreign operations. |
Comprehensive Income (Loss) | COMPREHENSIVE INCOME (LOSS) Standards for reporting and displaying comprehensive income (loss) and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements requires that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. We are required to (a) classify items of other comprehensive income (loss) by their nature in financial statements, and (b) display the accumulated balance of other comprehensive income (loss) separately in the equity section of the balance sheet for all periods presented. Other comprehensive income (loss) items include foreign currency translation adjustments, and the unrealized gains and losses on our marketable securities classified as held for sale. |
Concentration of Credit Risk | CONCENTRATION OF CREDIT RISK The Company maintains its cash with major financial institutions. Cash held in U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in South Africa or the United Kingdom bank accounts. There was approximately $97,000 and $202,000 in aggregate uninsured cash balances at December 31, 2018 and 2017, respectively. |
Reclassifications | RECLASSIFICATIONS Certain reclassifications have been made in the financial statements at December 31, 2017 and for the period then ended to conform to the current year presentation. The reclassifications had no effect on consolidated net loss. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers The core principle of the 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. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Investments – Equity Securities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805) In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company will adopt the standard on January 1, 2019, electing the optional transition method to apply the standard as of the transition date. As a result, the Company will not apply the standard to the comparative periods presented. The Company has elected the transition package of three practical expedients permitted under the new standard, which among other things, allows us to carryforward our historical lease classifications. The Company also made certain accounting policy elections for new leases post-transition, including the election to combine components. The adoption will have a significant impact to our consolidated balance sheet given the extent of the Company’s real estate lease portfolio. The Company will derecognize all landlord funded assets, deemed financing liabilities and deferred rent liabilities upon transition. The Company will record a right-of-use asset and lease liability for those leases as well as all other existing leases, the majority of which are real estate operating leases. The Company expects the adoption to result in a net increase of between $16 million to $17 million in lease assets and lease liabilities. The difference between the additional lease assets and lease liabilities, net of tax, will be recorded as an adjustment through equity. We are substantially complete with our implementation efforts. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Nature of Business (Tables)
Nature of Business (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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% American Burger Ally, LLC NC, USA 100% American Burger Morehead, LLC NC, USA 100% American Burger Prosperity, LLC NC, USA 50% American Roadside Burgers Smithtown, Inc. DE, USA 100% American Roadside McBee, LLC NC, USA 100% American Roadside Southpark LLC NC, USA 100% BGR Acquisition, LLC NC, USA 100% BGR Franchising, LLC VA, USA 100% BGR Operations, LLC VA, USA 100% BGR Acquisition 1, LLC NC, USA 100% BGR Annapolis, LLC MD, USA 100% BGR Arlington, LLC VA, USA 100% BGR Columbia, LLC MD, USA 100% BGR Dupont, LLC DC, USA 100% BGR Michigan Ave, LLC DC, USA 100% BGR Mosaic, LLC VA, USA 100% BGR Old Keene Mill, LLC VA, 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% BT Burger Acquisition, 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 50% 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 American Roadside Cross Hill, LLC NC, USA 100% Avenel Financial Services, LLC NV, USA 100% Avenel Ventures, LLC NV, USA 100% BGR Cascades, LLC VA, USA 100% BGR Chevy Chase, LLC MD, USA 100% BGR Old Town, LLC VA, USA 100% BGR Potomac, LLC MD, USA 100% BT’s Burgerjoint Biltmore, LLC NC, USA 100% BT’s Burgerjoint Promenade, LLC NC, USA 100% Chanticleer Advisors, LLC NV, USA 100% Chanticleer Finance UK (No. 1) Plc United Kingdom 100% Chanticleer Investment Partners, LLC NC, USA 100% Dallas Spoon Beverage, LLC TX, USA 100% Dallas Spoon, LLC TX, USA 100% DineOut SA Ltd. England 89% Hooters Brazil Brazil 100% |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Recognized | Revenue recognized during fiscal year 2018 under ASC 606 and revenue that would have been recognized during fiscal year 2018 had ASC 605 been applied is as follows: As reported under If reported under Increase/ ASC 606 ASC 605 (Decrease) Revenue: Restaurant sales, net $ 39,665,763 $ 39,665,763 $ - Gaming income, net 402,611 402,611 - Management fee income 100,000 100,000 - Franchise income 445,335 362,495 82,840 Total revenue $ 40,613,709 $ 40,530,869 $ 82,840 |
Schedule of Contract with Customers | Opening and closing balances of contract liabilities and receivables from contracts with customers are as follows: December 31, 2018 December 31, 2017 Accounts Receivable $ 227,056 $ 362,992 Royalty Receivables 5,307 14,796 Gift Card Liability 87,724 80,533 Deferred Revenue 1,174,506 175,000 |
Schedule of Property and Equipment Useful Lives | The estimated useful lives used to compute depreciation and amortization are as follows: Leasehold improvements 5-15 years or lease life, if shorter Restaurant furnishings and equipment 3-10 years Furniture and fixtures 3-10 years Office and computer equipment 3-7 years |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of December 31, 2018 and 2017, which have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. December 31, 2018 December 31, 2017 Warrants 3,684,762 2,362,615 Convertible notes 300,000 366,667 Accrued interest on convertible notes - 18,681 Total 3,984,762 2,747,963 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017: 2018 2017 Chanticleer Investors, LLC $ 800,000 $ 800,000 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consists of the following at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Leasehold improvements $ 12,030,450 $ 9,941,223 Restaurant furniture and equipment 6,389,305 5,952,934 Construction in progress 1,015,853 176,939 Office and computer equipment 73,681 71,965 Office furniture and fixtures 76,486 76,486 19,585,775 16,219,547 Accumulated depreciation and amortization (9,117,934 ) (7,670,955 ) $ 10,467,841 $ 8,548,592 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consist of the following at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Hooters Full Service $ 3,335,862 $ 4,703,203 Better Burgers Fast Casual 7,448,848 7,448,848 Just Fresh Fast Casual 495,755 495,755 $ 11,280,465 $ 12,647,806 |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are summarized as follows: December 31, 2018 December 31, 2017 Beginning Balance $ 12,647,806 $ 12,405,770 Impairment (1,191,111 ) - Foreign currency translation gain (loss) (176,230 ) 242,036 Ending Balance $ 11,280,465 $ 12,647,806 |
Schedule of Other Intangible Assets | Franchise and trademark/tradename intangible assets consist of the following at December 31, 2018 and December 31, 2017: Estimated Useful Life December 31, 2018 December 31, 2017 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 7 years 827,757 1,056,000 Franchise License Fees: Hooters South Africa 20 years 234,242 273,194 Hooters Pacific NW 20 years 89,507 74,507 Hooters UK 5 years 12,422 13,158 336,171 360,859 Total Intangibles at cost 6,940,858 7,193,789 Accumulated amortization (1,817,699 ) (1,297,057 ) Intangible assets, net $ 5,123,159 $ 5,896,732 Periods Ended December 31, 2018 December 31, 2017 Amortization expense $ 520,642 $ 302,879 |
Debt and Notes Payable (Tables)
Debt and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Notes Payable | Debt and notes payable are summarized as follows: December 31, 2018 December 31, 2017 Notes Payable, net of discount of $1,173,190 at December 31, 2017 (a) $ 6,000,000 $ 4,826,610 Notes Payable Paragon Bank (b) 319,983 572,276 Note Payable (c) 75,000 75,000 Receivables financing facilities (d) 124,205 76,109 Notes Payable (e) 144,004 - Bank overdraft facilities, South Africa, annual renewal 76,909 164,619 Equipment financing arrangements, South Africa - 27,297 Total debt 6,740,101 5,741,911 Current portion of long-term debt 3,740,101 5,741,911 Long-term debt, less current portion $ 3,000,000 $ - For the year ended December 31, 2018 and 2017, amortization of debt discount was $1,173,190 and $782,260, respectively. (a) 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 dollars 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 used for working capital and general corporate purposes. As of December 31, 2018, $335 of the proceeds reserved to fund the opening of new stores remains unexpended and has been presented as restricted cash in the accompanying 2018 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 $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-Sholes 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 was amortized to interest expense over the 20-month term of the notes (amount was fully amortized at December 31, 2018). The Company entered into an amendment to the 8% non-convertible secured debentures in December 2018. The maturity date was extended to March 31, 2020; provided however, if 50% of the principal balance of the debentures is not paid on or prior to December 31, 2019, the holders of the debentures in the aggregate principal amount greater than $3 million, acting together, may demand full and immediate payment to the Company upon 15 days’ written notice. In addition, each holder received new warrants to purchase 1,200,000 shares of common stock. The warrants have an exercise price of $2.25 and are not exercisable for a period of six months. This amendment was accounted for as a debt modification and the fair value of the warrants, determined using the Black-Scholes model, of $1.5 million was recorded as additional paid-in-capital at December 31, 2018. In connection with the debt modification, $1.5 million of accrued default interest on the 8% non-convertible secured debentures was written off. (b) Maturity date Interest rate Principal balance Note 1 5/10/2019 5.25 % $ 68,451 Note 2 8/10/2021 6.50 % 251,532 $ 319,983 (c) (d) (e) |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible Notes payable are summarized as follows: December 31, 2018 December 31, 2017 6% Convertible notes payable due June 2018 (a) $ 3,000,000 $ 3,000,000 8% Convertible notes payable due March 2019 (b) - 200,000 Premium on above convertible note - 12,256 Total Convertible notes payable 3,000,000 3,212,256 Current portion of convertible notes payable 3,000,000 3,000,000 Convertible notes payable, less current portion $ - $ 212,256 (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. As of December 31, 2018, these convertible notes payable remain outstanding. (b) 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. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are summarized as follows: December 31, 2018 December 31, 2017 Accounts payable and accrued expenses $ 2,096,642 $ 3,678,691 * Accrued taxes (VAT, Sales, Payroll, etc.) 3,243,806 826,305 Accrued income taxes 61,790 83,878 Accrued interest 1,984,268 1,208,378 $ 7,386,506 $ 5,797,252 *Amount excludes deferred revenue which is broken out separately on the balance sheet in this 10-K filing. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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: 2018 2017 Loss before income taxes United States $ (6,550,167 ) $ (6,925,267 ) Foreign (1,350,324 ) (885,397 ) $ (7,900,491 ) $ (7,810,664 ) |
Schedule of Components of Income Tax Expense (Benefit) | The income tax benefit for the years ended December 31, 2018 and 2017 consists of the following: 2018 2017 Foreign Current $ 1,803 $ 61,766 Deferred 18,216 265,809 Change in Valuation Allowance (8,010 ) (277,126 ) U.S. Federal Current - - Deferred (1,305,934 ) 2,682,311 Change in Valuation Allowance 291,721 (3,362,028 ) State and Local Current - - Deferred (99,938 ) 65,450 Change in Valuation Allowance 400,918 (80,611 ) $ (701,224 ) $ (644,429 ) |
Schedule of Effective Income Tax Rate Reconciliation | The benefit for income tax using statutory U.S. federal tax rate of 21% is reconciled to the Company’s effective tax rate as of December 31, 2018 and 2017 is as follows: 2018 2017 Computed “expected” income tax benefit $ (1,659,103 ) $ (2,392,649 ) State income taxes, net of federal benefit (99,938 ) (276,243 ) Noncontrolling interest 87,389 140,879 Permanent Items 147,602 4,025 Capital loss expiration 50,220 - Federal expense of tax rate change - 4,836,697 Foreign Tax Expense 1,803 61,766 Other 86,174 169,244 Change in valuation allowance 684,629 (3,188,148 ) $ (701,224 ) $ (644,429 ) |
Schedule of Deferred Tax Assets and Liabilities | Major components of deferred tax assets at December 31, 2018 and 2017 were: 2018 2017 Net operating loss carryforwards $ 11,106,000 $ 10,279,350 Capital loss carryforwards - 50,226 Section 1231 loss carryforwards 79,869 78,176 Charitable contribution carryforwards 23,770 22,618 Section 163(j) limitation 479,264 - Other 91,764 10,154 Restaurant startup expenses 23,369 - Accrued expenses 159,623 68,477 Deferred occupancy liabilities 128,936 151,531 Revenue recognition 243,059 - Total deferred tax assets 12,335,654 10,660,532 Property and equipment - (72,553 ) Other asset and liability impairment (122,326 ) (62,008 ) Investments (204,863 ) (114,519 ) Intangibles and Goodwill (432,572 ) (465,841 ) Total deferred tax liabilities (759,761 ) (714,921 ) Net deferred tax assets 11,575,893 9,945,611 Valuation allowance (11,652,658 ) (10,724,970 ) $ (76,765 ) $ (779,359 ) |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of the warrant activity during the years ended December 31, 2018 and 2017 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 Granted 1,603,214 2.82 Exercised (100,000 ) 3.50 Forfeited (181,067 ) 50.28 7.1 Outstanding December 31, 2018 3,684,762 $ 9.14 7.1 Exercisable December 31, 2018 3,684,762 $ 9.14 7.1 |
Schedule of Warrants Outstanding | Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life in Years Exerciseable Number of Warrants $ >40.00 313,451 1.4 313,451 $ 30.00-$39.99 39,990 0.9 39,990 $ 20.00-$29.99 77,950 1.1 77,950 $ 10.00-$19.99 50,300 2.5 50,300 $ 0.00-$9.99 3,203,071 8.0 3,203,071 3,684,762 7.1 3,684,762 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Non-interest Bearing Loans and Advances from Related Parties | The amounts owed by the Company as of December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Chanticleer Investors, LLC $ 185,726 $ 191,850 $ 185,726 $ 191,850 |
Segments of Business (Tables)
Segments of Business (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Operating Income (loss) by Segment | The following are revenues and operating income (loss) from continuing operations by segment as of and for the years ended December 31, 2018 and 2017. The Company does not aggregate or review non-current assets at the segment level. Year Ended December 31, 2018 December 31, 2017 Revenue: Hooters Full Service $ 13,841,917 $ 13,508,220 Better Burgers Fast Casual 22,617,522 22,764,571 Just Fresh Fast Casual 4,054,270 5,060,072 Corporate and Other 100,000 100,000 $ 40,613,709 $ 41,432,863 Operating Income (Loss): Hooters Full Service $ (1,280,336 ) $ (1,188,598 ) Better Burgers Fast Casual (1,216,513 ) (537,971 ) Just Fresh Fast Casual (124,863 ) (256,319 ) Corporate and Other (2,733,389 ) (3,252,489 ) $ (5,355,101 ) $ (5,235,377 ) Depreciation and Amortization Hooters Full Service $ 399,914 $ 496,996 Better Burgers Fast Casual 1,582,197 1,459,527 Just Fresh Fast Casual 178,100 322,904 Corporate and Other 3,374 3,374 $ 2,163,585 $ 2,282,801 |
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, 2018 and 2017: Year Ended December 31, 2018 December 31, 2017 Revenue: United States $ 31,930,427 $ 32,804,708 South Africa 5,825,967 5,777,306 Europe 2,857,315 2,850,849 $ 40,613,709 $ 41,432,863 Operating Income (Loss): United States $ (5,666,969 ) $ (4,554,429 ) South Africa 139,088 (798,914 ) Europe 172,780 117,966 $ (5,355,101 ) $ (5,235,377 ) Non-current Assets: December 31, 2018 December 31, 2017 United States $ 24,795,368 $ 24,630,101 South Africa 909,514 1,203,610 Europe 2,413,222 2,549,747 $ 28,118,104 $ 28,383,458 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Obligations | Rent obligations for the next five fiscal years and thereafter are presented below: December 31, 2019 $ 4,041,976 December 31, 2020 3,659,620 December 31, 2021 3,230,270 December 31, 2022 2,483,514 December 31, 2023 1,940,765 Thereafter 6,106,601 $ 21,462,746 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 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 $ 13,690 $ 22,363 $ 21,790 $ 588 $ 8,095 $ 9,238 $ 3,800 $ 4,306 Accounts receivable 165 (17 ) 3,652 - 1,777 1,896 - 209 Inventory 4,682 3,213 5,781 - 3,261 3,265 - 4,965 Property, plant and equipment 249,902 190,017 252,322 144,953 353,907 539,713 408,644 398,497 Goodwill and intangible assets - - - - - - - - Other assets 4,320 5,447 10,364 4,332 5,000 10,840 15,259 4,520 Due from (to) Chanticleer and affiliates 118,500 173,600 132,844 (28,829 ) (205,782 ) (291,452 ) (190,138 ) (81,037 ) Total Assets 391,259 394,623 426,753 121,045 166,258 273,500 237,566 331,461 Accounts payable and accrued liabilites 59,373 45,537 62,441 128,945 31,875 71,928 151,585 132,760 Debt - - - - - - - - Deferred rent 80,323 74,430 105,326 4,279 45,750 105,503 32,310 730 Total Liabilties 139,696 119,966 167,766 133,225 77,625 177,431 183,896 133,490 Net Book Value attribuable to Chanticleer and affiliates 201,251 219,726 129,493 (6,090 ) 44,316 48,035 26,835 98,986 Net Book Value attribuable to Non-Controlling Interest 50,313 54,931 129,493 (6,090 ) 44,316 48,035 26,835 98,986 Net Book Value $ 251,563 $ 274,657 $ 258,987 $ (12,180 ) $ 88,633 $ 96,069 $ 53,670 $ 197,971 December 31, 2018 LBB Multnomah Village LLC LBB Magnolia 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 $ 8,106 $ 4,850 $ 29,668 $ - $ 56,868 $ 313 $ 14,400 $ 3,372 $ 201,448 Accounts receivable 2,801 259 14,806 - 6,586 - 1,585 38,907 72,627 Inventory 3,588 4,110 34,467 - 21,033 27,048 22,171 - 137,584 Property, plant and equipment 297,430 272,996 226,818 - 64,130 52,775 39,578 3,465 3,495,149 Goodwill and intangible assets - - 1,000,751 - 32,535 23,746 23,465 - 1,080,498 Other assets 10,483 12,620 24,670 - 23,978 3,988 5,949 - 141,769 Due from (to) Chanticleer and affiliates 72,085 46,660 (299,797 ) (32,183 ) 855,758 (232,167 ) 93,052 (325,075 ) (193,959 ) Total Assets 394,493 341,495 1,031,384 (32,183 ) 1,060,889 (124,298 ) 200,200 (279,331 ) 4,935,115 Accounts payable and accrued liabilites 50,138 20,685 631,341 - 418,980 198,817 55,320 17,564 2,077,288 Debt - - - - - 32,477 - - 32,477 Deferred rent 122,360 98,776 20,455 - 18,423 30,178 14,045 22,191 775,079 Total Liabilties 172,498 119,461 651,796 - 437,403 261,472 69,365 39,755 2,884,844 Net Book Value attribuable to Chanticleer and affiliates 110,998 111,017 214,664 (28,643 ) 548,668 (366,481 ) 117,752 (247,292 ) 1,223,234 Net Book Value attribuable to Non-Controlling Interest 110,998 111,017 164,924 (3,540 ) 74,818 (19,288 ) 13,084 (71,794 ) 827,037 Net Book Value $ 221,996 $ 222,034 $ 379,588 $ (32,183 ) $ 623,486 $ (385,769 ) $ 130,836 $ (319,086 ) $ 2,050,271 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 318,494 351,828 414,253 59,167 272,842 101,804 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 107,981 103,532 133,831 500 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 $ 210,513 $ 248,296 $ 280,421 $ 58,667 $ 184,717 $ 91,246 $ 73,592 $ 24,833 December 31, 2017 LBB Multnomah Village LLC LBB Magnolia 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 - 152,384 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 ) 4,124,644 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 - 620,301 - 540,883 319,956 161,043 30,834 2,124,931 Net Book Value attribuable to Chanticleer and affiliates 12,481 - 424,678 (28,643 ) 646,654 (407,514 ) 142,388 (296,570 ) 1,217,259 Net Book Value attribuable to Non-Controlling Interest 12,481 - 328,561 (3,540 ) 88,180 (21,448 ) 15,821 (86,101 ) 782,453 Net Book Value $ 24,961 $ - $ 753,238 $ (32,183 ) $ 734,834 $ (428,962 ) $ 158,209 $ (382,671 ) $ 1,999,713 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash and cash balance | $ 629,871 | $ 272,976 | |
Working capital deficit | 12,600,000 | ||
Construction cost | 803,000 | ||
Total funded amount | 678,000 | ||
Expected returning refund | 439,000 | ||
Debt obligations due | 6,000,000 | ||
Succeeding due amount | $ 3,000,000 | ||
Non-covertible secured debentures percenatge | 8.00% | ||
Sale of common stock | 403,214 | ||
Sale of stock, price per share | $ 3.50 | ||
Proceeds from sale | $ 1,400,000 | ||
Employee and Employer [Member] | |||
Accrued taxes | $ 2,300,000 | ||
Private Investors [Member] | |||
Construction cost | 125,000 | ||
Company [Member] | |||
Construction cost | $ 678,000 |
Nature of Business - Schedule o
Nature of Business - Schedule of Subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Chanticleer Holdings Inc [Member] | |
Company name | CHANTICLEER HOLDINGS, INC. |
Jurisdiction of Incorporation | DE,USA |
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 Burger Prosperity, LLC [Member] | |
Company name | American Burger Prosperity, LLC |
Jurisdiction of Incorporation | NC,USA |
Percent Owned | 50.00% |
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 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] | 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 Acquisition 1 LLC [Member] | |
Company name | BGR Acquisition 1, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BGR Annapolis, LLC [Member] | |
Company name | BGR Annapolis, LLC |
Jurisdiction of Incorporation | MD, 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 Columbia, LLC [Member] | |
Company name | BGR Columbia, LLC |
Jurisdiction of Incorporation | MD, 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 Michigan Ave LLC [Member] | |
Company name | BGR Michigan Ave, LLC |
Jurisdiction of Incorporation | DC, 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 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 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] | 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 Rivergate LLC [Member] | |
Company name | BT's Burgerjoint Rivergate LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Burger Business [Member] | BT's Burgerjoint Sun Valley, LLC [Member] | |
Company name | BT's 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 | 50.00% |
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 Owl's 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 Umhlanga (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] | 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] | 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] | BGR Cascades, LLC [Member] | |
Company name | BGR Cascades, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | BGR Chevy Chase, LLC [Member] | |
Company name | BGR Chevy Chase, LLC |
Jurisdiction of Incorporation | MD, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | BGR Old Town, LLC [Member] | |
Company name | BGR Old Town, LLC |
Jurisdiction of Incorporation | VA, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | BGR Potomac, LLC [Member] | |
Company name | BGR Potomac, LLC |
Jurisdiction of Incorporation | MD, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | BT's Burgerjoint Biltmore, LLC [Member] | |
Company name | BT's Burgerjoint Biltmore, LLC |
Jurisdiction of Incorporation | NC, USA |
Percent Owned | 100.00% |
Inactive Entities [Member] | BT's Burgerjoint Promenade, LLC [Member] | |
Company name | BT's Burgerjoint Promenade, LLC |
Jurisdiction of Incorporation | NC, 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 Finance UK (No. 1) Plc [Member] | |
Company name | Chanticleer Finance UK (No. 1) Plc |
Jurisdiction of Incorporation | United Kingdom |
Percent Owned | 100.00% |
Inactive Entities [Member] | Chanticleer Investment Partners, LLC [Member] | |
Company name | Chanticleer Investment Partners, LLC |
Jurisdiction of Incorporation | NC, 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] | DineOut SA Ltd. [Member] | |
Company name | DineOut SA Ltd. |
Jurisdiction of Incorporation | England |
Percent Owned | 89.00% |
Inactive Entities [Member] | Hooters Brazil [Member] | |
Company name | Hooters Brazil |
Jurisdiction of Incorporation | Brazil |
Percent Owned | 100.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Decrease in stockholders equity | $ 1,042,000 | ||
Increase in deferred revenue | $ 1,042,000 | $ (42,840) | |
Franchise income | $ 83,000 | ||
Intangible assets estimated useful lives | 10 years | ||
Accrued interest penalties | |||
Advertising expenses | 400,000 | 500,000 | |
Amortization of debt discount | 1,195,918 | 788,187 | |
Uninsured cash balance | 97,000 | $ 202,000 | |
Increase in lease assets and liabilities | 16,000,000 | ||
Maximum [Member] | |||
Cash insured amount | 250,000 | ||
Increase in lease assets and liabilities | $ 17,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Revenue Recognized (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | $ 40,613,709 | $ 41,432,863 |
Increase/ (Decrease) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 82,840 | |
Reported under ASC-606 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 40,613,709 | |
Reported under ASC-605 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 40,530,869 | |
Restaurant Sales, Net [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 39,665,763 | 40,495,166 |
Restaurant Sales, Net [Member] | Increase/ (Decrease) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | ||
Restaurant Sales, Net [Member] | Reported under ASC-606 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 39,665,763 | |
Restaurant Sales, Net [Member] | Reported under ASC-605 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 39,665,763 | |
Gaming Income, Net [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 402,611 | 442,521 |
Gaming Income, Net [Member] | Increase/ (Decrease) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | ||
Gaming Income, Net [Member] | Reported under ASC-606 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 402,611 | |
Gaming Income, Net [Member] | Reported under ASC-605 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 402,611 | |
Management Fee Income [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 100,000 | 100,000 |
Management Fee Income [Member] | Increase/ (Decrease) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | ||
Management Fee Income [Member] | Reported under ASC-606 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 100,000 | |
Management Fee Income [Member] | Reported under ASC-605 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 100,000 | |
Franchise Income [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 445,335 | $ 395,176 |
Franchise Income [Member] | Increase/ (Decrease) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 82,840 | |
Franchise Income [Member] | Reported under ASC-606 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | 445,335 | |
Franchise Income [Member] | Reported under ASC-605 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Revenue | $ 362,495 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Contract with Customers (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Receivable [Member] | ||
Contract receivables | $ 227,056 | $ 362,992 |
Royalty Receivables [Member] | ||
Contract receivables | 5,307 | 14,796 |
Gift Card Liability [Member] | ||
Contract liabilities | 87,724 | 80,533 |
Deferred Revenue [Member] | ||
Contract liabilities | $ 1,174,506 | $ 175,000 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 Polici_8
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,984,762 | 2,747,963 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,684,762 | 2,362,615 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 300,000 | 366,667 |
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 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | Mar. 07, 2018USD ($) |
First Location [Member] | |
Purchase consideration | $ 30,000 |
Note principal amount | 9,600 |
Second Location [Member] | |
Purchase consideration | 20,000 |
Note principal amount | $ 187,000 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Dec. 31, 2018 | 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 | |
Equity method investment, ownership percentage | 22.00% | 22.00% |
Investments - Schedule of Inves
Investments - Schedule of Investments at Cost (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Chanticleer Investors, LCC [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments accounted for under the cost method | $ 800,000 | $ 800,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 1,642,943 | $ 1,950,021 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 19,585,775 | $ 16,219,547 |
Accumulated depreciation and amortization | (9,117,934) | (7,670,955) |
Property and equipment, net | 10,467,841 | 8,548,592 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,030,450 | 9,941,223 |
Restaurant Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,389,305 | 5,952,934 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,015,853 | 176,939 |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 73,681 | 71,965 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 76,486 | $ 76,486 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Impairment charges | $ 1,959,510 | $ 2,395,616 |
Foreign exchange comprehensive loss | 732,786 | $ 220,757 |
Hooters Nottingham and Hooters Tacoma [Member] | ||
Impairment charges | 1,500,000 | |
Foreign exchange comprehensive loss | 887,000 | |
Impairment charge to reflect amount | $ 1,500,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Goodwill (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | |||
Goodwill | $ 11,280,465 | $ 12,647,806 | $ 12,405,770 |
Hooters Full Service [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 3,335,862 | 4,703,203 | |
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, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 12,647,806 | $ 12,405,770 |
Impairment | (1,191,111) | |
Foreign currency translation (loss) gain | (176,230) | 242,036 |
Ending Balance | $ 11,280,465 | $ 12,647,806 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Other Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 6,940,858 | $ 7,193,789 |
Accumulated amortization | (1,817,699) | (1,297,057) |
Intangible assets, net | $ 5,123,159 | 5,896,732 |
Estimated useful Life | 10 years | |
Amortization expense | $ 520,642 | 302,879 |
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 | $ 827,757 | 1,056,000 |
Estimated useful Life | 7 years | |
Franchise License Fees [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 336,171 | 360,859 |
Franchise License Fees [Member] | Hooters South Africa [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 234,242 | 273,194 |
Estimated useful Life | 20 years | |
Franchise License Fees [Member] | Hooters Pacific NW [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 89,507 | 74,507 |
Estimated useful Life | 20 years | |
Franchise License Fees [Member] | Hooter UK [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible cost | $ 12,422 | $ 13,158 |
Estimated useful Life | 5 years |
Debt and Notes Payable (Details
Debt and Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Amortization of debt discount | $ 1,173,190 | $ 782,260 |
Debt description | Management concluded that no conditions exist that represent events of technical default under the 8% non-convertible secured debentures. The default interest that had been accrued previously was written off against the warrants that were issued in the December 2018 amendment to the 8% non-convertible secured debentures. In accordance with the December 2018 amendment, the holders of the 8% non-convertible secured debentures must notify the Company if there is an event of default for the default provisions to be triggered. Conditions may exist whereby the Company has failed a covenant, but the default provisions have not yet been triggered as the Company has not received notice from the noteholders. | |
Potential default interest and penalties | $ 881,000 |
Debt and Notes Payable - Summar
Debt and Notes Payable - Summary of Debt and Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | |||
Total Debt | $ 6,740,101 | $ 5,741,911 | |
Current portion of long-term debt | 3,740,101 | 5,741,911 | |
Long-term debt, less current portion | 3,000,000 | ||
Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Total Debt | [1] | 6,000,000 | 4,826,610 |
Notes Payable Paragon Bank [Member] | |||
Short-term Debt [Line Items] | |||
Total Debt | [2] | 319,983 | 572,276 |
Note Payable [Member] | |||
Short-term Debt [Line Items] | |||
Total Debt | [3] | 75,000 | 75,000 |
Receivables Financing Facilities [Member] | |||
Short-term Debt [Line Items] | |||
Total Debt | [4] | 124,205 | 76,109 |
Note Payable [Member] | |||
Short-term Debt [Line Items] | |||
Total Debt | [5] | 144,004 | |
Bank Overdraft Facilities, South Africa, Annual Renewal [Member] | |||
Short-term Debt [Line Items] | |||
Total Debt | 76,909 | 164,619 | |
Equipment Financing Arrangements, South Africa [Member] | |||
Short-term Debt [Line Items] | |||
Total Debt | $ 27,297 | ||
[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. 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 dollars 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 used for working capital and general corporate purposes. As of December 31, 2018, $335 of the proceeds reserved 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 $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-Sholes 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 was amortized to interest expense over the 20-month term of the notes (amount was fully amortized at December 31, 2018). The Company entered into an amendment to the 8% non-convertible secured debentures in December 2018. The maturity date was extended to March 31, 2020; provided however, if 50% of the principal balance of the debentures is not paid on or prior to December 31, 2019, the holders of the debentures in the aggregate principal amount greater than $3 million, acting together, may demand full and immediate payment to the Company upon 15 days' written notice. In addition, each holder received new warrants to purchase 1,200,000 shares of common stock. The warrants have an exercise price of $2.25 and are not exercisable for a period of six months. This amendment was accounted for as a debt modification and the relative fair value of the warrants, determined using the Black-Scholes model, of $1.5 million was recorded as additional paid-in-capital at December 31, 2018. In connection with the debt modification, $1.5 million of accrued default interest on the 8% non-convertible secured debentures was written off. | ||
[2] | The Company has two outstanding 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: | ||
[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. During March 2017 in consideration for proceeds of $150,000, the Company agreed to make payments of $856 per day for 240 days. Lastly, during October 2018, in consideration for proceeds of $100,000, the Company agreed to make payments of $585 per day for 220 days. The Company granted a security interest in the credit card receivables of the specified restaurants in connection with the Receivables Financing Agreements. Total outstanding on these advances is $124,205 at December 31, 2018 | ||
[5] | In connection with the assets acquired from the two BGR franchisees, the Company entered into notes payable of $9,600 and $187,000 during 2018. The notes bear interest at 4% and are due within 12 months of each acquisition date. Principal and interest payments are due monthly. The total outstanding on these two notes is $144,004 at December 31, 2018. |
Debt and Notes Payable - Summ_2
Debt and Notes Payable - Summary of Debt and Notes Payable (Details) (Parenthetical) - USD ($) | May 04, 2017 | May 04, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 02, 2018 | Feb. 22, 2018 |
Debt instruments bears interest rate | 8.00% | |||||||||
Convertible secured debentures principal balance | $ 200,000 | |||||||||
Proceeds from long term debt | $ 100,000 | $ 6,578,090 | ||||||||
Long term debt | 6,740,101 | 5,741,911 | ||||||||
Additional paid in capital warrant issued | 1,837,397 | |||||||||
Debt discount amortized value | 1,195,918 | $ 788,187 | ||||||||
Warrant purchase shares | 201,974 | |||||||||
Consideration amount | $ 100,000 | |||||||||
Daily Payment [Member] | ||||||||||
Debt periodic payment | $ 1,200 | |||||||||
220 days [Member] | ||||||||||
Debt periodic payment | $ 585 | |||||||||
Lender [Member] | ||||||||||
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 | |||||||||
Secured Debentures [Member] | ||||||||||
Debt instruments bears interest rate | 8.00% | |||||||||
Note payable maturity date | Mar. 31, 2020 | |||||||||
Debt instrument principal amount | $ 3,000,000 | |||||||||
Note One [Member] | ||||||||||
Debt instruments bears interest rate | 5.25% | 5.25% | ||||||||
Convertible secured debentures principal balance | $ 68,451 | $ 68,451 | ||||||||
Note payable maturity date | May 10, 2019 | May 10, 2019 | ||||||||
Note Two [Member] | ||||||||||
Debt instruments bears interest rate | 6.50% | 6.50% | ||||||||
Convertible secured debentures principal balance | $ 251,532 | $ 251,532 | ||||||||
Note payable maturity date | Aug. 10, 2021 | Aug. 10, 2021 | ||||||||
Note [Member] | ||||||||||
Convertible secured debentures principal balance | $ 319,983 | $ 319,983 | ||||||||
Two Notes [Member] | ||||||||||
Note payable | 144,004 | |||||||||
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 | 335 | |||||||||
Note payable | 5,000,000 | |||||||||
Loss on extinguishment of debt | 267,512 | |||||||||
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 | |||||||||
BGR franchisees [Member] | ||||||||||
Proceeds from sale of property | 9,600 | |||||||||
BGR franchisees [Member] | ||||||||||
Proceeds from sale of property | $ 187,000 | |||||||||
BGR franchisees [Member] | ||||||||||
Debt instruments bears interest rate | 4.00% | |||||||||
Warrants [Member] | ||||||||||
Warrant exercise price per share | $ 2.25 | |||||||||
Additional paid in capital warrant issued | $ 1,500,000 | |||||||||
Warrant purchase shares | 1,200,000 | |||||||||
Accrued default interest | $ 1,500,000 | |||||||||
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 | ||||||||
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% | |||||||||
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% | |||||||||
Financing Agreements [Member] | ||||||||||
Total outstanding advances | $ 124,205 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Notes Payable [Line Items] | |||
Current portion of convertible notes payable | $ 3,000,000 | $ 3,000,000 | |
Convertible notes payable, less current portion | 212,256 | ||
6% Convertible Notes Payable Due June 2018 [Member] | |||
Convertible Notes Payable [Line Items] | |||
Total Convertible notes payable | [1] | 3,000,000 | 3,000,000 |
8% Convertible Notes Payable Due March 2019 [Member] | |||
Convertible Notes Payable [Line Items] | |||
Total Convertible notes payable | [2] | 200,000 | |
Premium on Above Convertible Note [Member] | |||
Convertible Notes Payable [Line Items] | |||
Total Convertible notes payable | 12,256 | ||
Convertible Notes Payable [Member] | |||
Convertible Notes Payable [Line Items] | |||
Total Convertible notes payable | 3,000,000 | 3,212,256 | |
Current portion of convertible notes payable | 3,000,000 | 3,000,000 | |
Convertible notes payable, less current portion | $ 212,256 | ||
[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. As of December 31, 2018, these convertible notes payable remain outstanding. | ||
[2] | On February 22, 2018, $200,000 of the Company's convertible debt was converted into 66,667 shares of Company common stock in accordance with the terms of the convertible debt agreements. |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Feb. 22, 2018 | Aug. 02, 2013 |
Debt Instrument, Redemption [Line Items] | ||
Convertible debt | $ 200,000 | |
Debt conversion on converted shares | 66,667 | |
6% Secured Subordinate Convertible Notes [Member] | Seven Individual Accredited Investors [Member] | ||
Debt Instrument, Redemption [Line Items] | ||
Convertible debt percentage | 6.00% | |
Convertible debt | $ 3,000,000 | |
Convertible note payable term | 18 months | |
Maturity date description | December 31, 2016 to June 30, 2018. |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details Narrative)) | Dec. 31, 2018USD ($) |
Payables and Accruals [Abstract] | |
Accrued employee and employer taxes | $ 2,300,000 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |||
Accounts payable and accrued expenses | $ 2,096,642 | $ 3,678,691 | [1] |
Accrued taxes (VAT, Sales, Payroll, etc.) | 3,243,806 | 826,305 | |
Accrued income taxes | 61,790 | 83,878 | |
Accrued interest | 1,984,268 | 1,208,378 | |
Accounts payable and accrued expenses | $ 7,386,506 | $ 5,797,252 | |
[1] | Amount excludes deferred revenue which is broken out separately on the balance sheet in this 10-K filing. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Line Items] | |||
Increase in income tax benefit | $ 414,000 | ||
Decrease in net deferred tax liabilities | $ 414,000 | ||
Operating loss carryforwards expiration period | beginning in 2031 through 2036 | ||
Operating loss carryovers begin expire term | 5 years | ||
Outstanding liability description | It was determined that there is a $0 outstanding liability associated with this based on overall negative undistributed earnings (accumulated deficit) in the consolidated foreign group. | ||
Change in Valuation Allowance | $ 684,629 | $ (3,188,148) | |
Incurred taxvable income | 100,000 | ||
Tax Cuts and Jobs Act [Member] | |||
Income Tax Disclosure [Line Items] | |||
U.S.corporate income tax percentage | 21.00% | ||
Tax description | the U.S. corporate income tax rate from 35 percent to 21 percent for tax | ||
U.S. Federal and State [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryovers | 41,266,000 | 38,590,000 | |
Foreign [Member] | South Africa [Member] | |||
Income Tax Disclosure [Line Items] | |||
Foreign operating loss carryovers net | $ 2,330,000 | $ 2,360,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Income (Loss) from continuing operations before income taxes | $ (7,900,491) | $ (7,810,664) |
United States [Member] | ||
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Income (Loss) from continuing operations before income taxes | (6,550,167) | (6,925,267) |
Foreign [Member] | ||
Income Loss Before Income Tax Domestic And Foreign [Line Items] | ||
Income (Loss) from continuing operations before income taxes | $ (1,350,324) | $ (885,397) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Foreign, Current | $ 1,803 | $ 61,766 |
Foreign, Deferred | 18,216 | 265,809 |
Foreign, Change in Valuation Allowance | (8,010) | (277,126) |
U.S. Federal, Current | ||
U.S. Federal, Deferred | (1,305,934) | 2,682,311 |
U.S. Federal, Change in Valuation Allowance | 291,721 | (3,362,028) |
State and Local, Current | ||
State and Local, Deferred | (99,938) | 65,450 |
Change in valuation allowance | 400,918 | (80,611) |
Income tax provision | $ (701,224) | $ (644,429) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Computed "expected" income tax benefit | $ (1,659,103) | $ (2,392,649) |
State income taxes, net of federal benefit | (99,938) | (276,243) |
Noncontrolling interest | 87,389 | 140,879 |
Permanent Items | 147,602 | 4,025 |
Capital loss expiration | 50,220 | |
Federal expense of tax rate change | 4,836,697 | |
Foreign Tax Expense | 1,803 | 61,766 |
Other | 86,174 | 169,244 |
Change in valuation allowance | 684,629 | (3,188,148) |
Total | $ (701,224) | $ (644,429) |
Income Taxes - Schedule of Ef_2
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Percentage of U.S. federal tax rate | 21.00% | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,106,000 | $ 10,279,350 |
Capital loss carryforwards | 50,226 | |
Section 1231 loss carryforwards | 79,869 | 78,176 |
Charitable contribution carryforwards | 23,770 | 22,618 |
Section 163(j) limitation | 479,264 | |
Other | 91,764 | 10,154 |
Restaurant startup expenses | 23,369 | |
Accrued expenses | 159,623 | 68,477 |
Deferred occupancy liabilities | 128,936 | 151,531 |
Revenue recognition | 243,059 | |
Total deferred tax assets | 12,335,654 | 10,660,532 |
Property and equipment | (72,553) | |
Other asset and liability impairment | (122,326) | (62,008) |
Investments | (204,863) | (114,519) |
Intangibles and Goodwill | (432,572) | (465,841) |
Total deferred tax liabilities | (759,761) | (714,921) |
Net deferred tax assets | 11,575,893 | 9,945,611 |
Valuation allowance | (11,652,658) | (10,724,970) |
Net deferred tax liabilities | $ (76,765) | $ (779,359) |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Oct. 02, 2018 | May 03, 2018 | Oct. 12, 2017 | May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2017 | May 04, 2017 |
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 issued | 3,715,444 | 3,045,809 | ||||||
Common stock, shares outstanding | 3,715,444 | 3,045,809 | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock, par value | ||||||||
Preferred stock, shares issued | 62,876 | 62,876 | ||||||
Sale of common stock number of shares issued | 403,214 | |||||||
Sale of stock price per share | $ 3.50 | |||||||
Warrants to purchase common stock | 201,974 | |||||||
Placement agent commission | $ 36,767 | |||||||
Legal fees | $ 2,500 | |||||||
Warrants maturity date, description | October 1, 2018 to October 1, 2020 | |||||||
Minimum [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Warrants exercise price | $ 55 | |||||||
Maximum [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Warrants exercise price | $ 70 | |||||||
Employees [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Number of restricted shares issued | 15,000 | |||||||
2014 Stock Incentive Plan [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Stock options granted | 400,000 | |||||||
Number of shares issued | 109,536 | |||||||
Number of shares available for issuance | 275,464 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Purchase of common stock | 1,200,000 | |||||||
Number of shares purchased | 403,214 | |||||||
Share purchase price | $ 3.50 | |||||||
Gross purchase price | $ 1,411,249 | |||||||
Securities Purchase Agreement [Member] | AccreditedInvestors [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Warrant term | 5 years 6 months | |||||||
Exercise price | $ 3.50 | |||||||
Sale of common stock number of shares issued | 499,856 | |||||||
Sale of stock price per share | $ 2 | |||||||
Gross purchase price | $ 939,712 | |||||||
Warrants to purchase common stock | 499,856 | |||||||
Redeemable Series 1 Preferred Stock [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Cumulative dividends rate | 9.00% | |||||||
Exercise price | $ 13.50 | |||||||
Series 1 Warrant [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Purchase of common stock | 10 | |||||||
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] | ||||||||
Common stock issued dividend percentage | 10.00% | |||||||
Preferred stock, liquidation preference | $ 13.50 | |||||||
Unregistered Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||
Stockholder's Equity [Line Items] | ||||||||
Warrant term | 5 years 6 months | |||||||
Number of shares purchased | 403,214 | |||||||
Share purchase price | $ 4.50 |
Equity - Schedule of Warrants A
Equity - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Number of Warrants Outstanding, beginning balance | 2,362,615 | 922,203 |
Number of Warrants Outstanding, Granted | 1,603,214 | 1,699,857 |
Number of Warrants Outstanding, Exercised | (100,000) | |
Number of Warrants Outstanding, Forfeited | (181,067) | (259,445) |
Number of Warrants Outstanding, ending balance | 3,684,762 | 2,362,615 |
Number of Warrants Outstanding, Exercisable | 3,684,762 | |
Weighted-average exercise price, Outstanding beginning balance | $ 16.34 | $ 49.80 |
Weighted-average exercise price, Granted | 2.82 | 3.50 |
Weighted-average exercise price, Exercised | 3.50 | |
Weighted-average exercise price, Forfeited | 50.28 | 51.01 |
Weighted-average exercise price, Outstanding ending balance | 9.14 | $ 16.34 |
Weighted-average exercise price, Exercisable | $ 9.14 | |
Weighted Average Remaining Life In Years, Outstanding beginning balance | 2 years 2 months 12 days | 1 year 8 months 12 days |
Weighted Average Remaining Life, Granted | 0 years | 0 years |
Weighted Average Remaining Life, Exercised | 0 years | 0 years |
Weighted Average Remaining Life, Forfeited | 7 years 1 month 6 days | 0 years |
Weighted Average Remaining Life, Outstanding ending balance | 7 years 1 month 6 days | 2 years 2 months 12 days |
Weighted Average Remaining Life, Exercisable | 7 years 1 month 6 days |
Equity - Schedule of Warrants O
Equity - Schedule of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 2 years 2 months 12 days | 1 year 8 months 12 days |
Warrant [Member] | ||
Number of warrants, outstanding | 3,684,762 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 7 years 1 month 6 days | |
Number of warrants exercisable | 3,684,762 | |
Range 1 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 40 | |
Number of warrants, outstanding | 313,451 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 1 year 4 months 24 days | |
Number of warrants exercisable | 313,451 | |
Range 2 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 30 | |
Range of exercise prices, upper limit | $ 39.99 | |
Number of warrants, outstanding | 39,990 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 10 months 25 days | |
Number of warrants exercisable | 39,990 | |
Range 3 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 20 | |
Range of exercise prices, upper limit | $ 29.99 | |
Number of warrants, outstanding | 77,950 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 1 year 1 month 6 days | |
Number of warrants exercisable | 77,950 | |
Range 4 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 10 | |
Range of exercise prices, upper limit | $ 19.99 | |
Number of warrants, outstanding | 50,300 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 2 years 6 months | |
Number of warrants exercisable | 50,300 | |
Range 5 [Member] | Warrant [Member] | ||
Range of exercise prices, lower limit | $ 0 | |
Range of exercise prices, upper limit | $ 9.99 | |
Number of warrants, outstanding | 3,203,071 | |
Warrants outstanding, Weighted-average remaining contractual life ( in years) | 8 years | |
Number of warrants exercisable | 3,203,071 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 03, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 185,726 | $ 191,850 | |
Larry Spitcaufsky [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 2,000,000 | ||
Secured debentures | 6,000,000 | ||
Payments of interest | 84,000 | 66,222 | |
Proceeds from franchise fee | 60,000 | ||
Royalties received | $ 9,178 | $ 0 | |
Larry Spitcaufsky [Member] | Securities Purchase Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Number of shares subscribed | 70,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Non-interest Bearing Loans and Advances from Related Parties (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 185,726 | $ 191,850 |
Chanticleer Investors, LCC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 185,726 | $ 191,850 |
Segments of Business - Schedule
Segments of Business - Schedule of Revenues and Operating Income (loss) by Segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenue | $ 40,613,709 | $ 41,432,863 | |
Operating Income (Loss): | (5,355,101) | (5,235,377) | |
Depreciation and Amortization | 2,163,585 | 2,282,801 | |
Operating Segments [Member] | |||
Revenue | 40,613,709 | 41,432,863 | |
Operating Income (Loss): | [1] | (5,355,101) | (5,235,377) |
Depreciation and Amortization | 2,163,585 | 2,282,801 | |
Operating Segments [Member] | Hooters Full Service [Member] | |||
Revenue | 13,841,917 | 13,508,220 | |
Operating Income (Loss): | [1] | (1,280,336) | (1,188,598) |
Depreciation and Amortization | 399,914 | 496,996 | |
Operating Segments [Member] | Better Burgers Fast Casual [Member] | |||
Revenue | 22,617,522 | 22,764,571 | |
Operating Income (Loss): | [1] | (1,216,513) | (537,971) |
Depreciation and Amortization | 1,582,197 | 1,459,527 | |
Operating Segments [Member] | Just Fresh Fast Casual [Member] | |||
Revenue | 4,054,270 | 5,060,072 | |
Operating Income (Loss): | [1] | (124,863) | (256,319) |
Depreciation and Amortization | 178,100 | 322,904 | |
Operating Segments [Member] | Corporate and Other [Member] | |||
Revenue | 100,000 | 100,000 | |
Operating Income (Loss): | [1] | (2,733,389) | (3,252,489) |
Depreciation and Amortization | $ 3,374 | $ 3,374 | |
[1] | Note that Operating Income (Loss) includes non-cash impairment charges of $1.7 million and $1.5 for the nine months ended September 30, 2018 and 2017, respectively and $0 and $0.8 million for the three months ended September 30, 2018 and 2017, respectively. |
Segments of Business - Summary
Segments of Business - Summary of Revenues, Operating Loss, Long-Lived Assets By Geographic Area (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Segment Reporting Information [Line Items] | |||
Revenue: | $ 40,613,709 | $ 41,432,863 | |
Operating Income (Loss): | (5,355,101) | (5,235,377) | |
Non-current Assets: | 28,118,104 | 28,383,458 | |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue: | 31,930,427 | 32,804,708 | |
Operating Income (Loss): | [1] | (5,666,969) | (4,554,429) |
Non-current Assets: | 24,795,368 | 24,630,101 | |
South Africa [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue: | 5,825,967 | 5,777,306 | |
Operating Income (Loss): | [1] | 139,088 | (798,914) |
Non-current Assets: | 909,514 | 1,203,610 | |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue: | 2,857,315 | 2,850,849 | |
Operating Income (Loss): | [1] | 172,780 | 117,966 |
Non-current Assets: | $ 2,413,222 | $ 2,549,747 | |
[1] | Note that Operating Income (Loss) includes non-cash impairment charges of $1.7 million and $1.5 for the nine months ended September 30, 2018 and 2017, respectively and $0 and $0.8 million for the three months ended September 30, 2018 and 2017, respectively. |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Line Items] | ||
Rent expense | $ 4,600,000 | $ 3,700,000 |
Construction cost for new restaurant | $ 4,500,000 | 3,700,000 |
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). | |
Debt owned amount | $ 480,000 | |
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, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
December 31, 2019 | $ 4,041,976 |
December 31, 2020 | 3,659,620 |
December 31, 2021 | 3,230,270 |
December 31, 2022 | 2,483,514 |
December 31, 2023 | 1,940,765 |
Thereafter | 6,106,601 |
Total | $ 21,462,746 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Little Big Burger LLC's [Member] | |
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% |
Minimum [Member] | |
Capital contribution | $ 250,000 |
Maximum [Member] | |
Capital contribution | $ 350,000 |
Little Big Burger LLC's [Member] | |
Percentage of equity interest | 100.00% |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of Carrying Amount of Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash | $ 629,871 | $ 272,976 |
Inventory | 478,314 | 460,756 |
Property, plant and equipment | 10,467,841 | 8,548,592 |
Total Assets | 29,793,240 | 30,183,019 |
Total Liabilities | 21,535,715 | 18,694,135 |
Net Book Value attributable to Non-Controlling Interest | (7,199,267) | (7,166,235) |
Net Book Value | (6,854,420) | (6,794,771) |
Non- controlling Interest [Member] | ||
Cash | 201,448 | 227,505 |
Accounts receivable | 72,627 | 31,492 |
Inventory | 137,584 | 152,384 |
Property, plant and equipment | 3,495,149 | 1,757,184 |
Goodwill and intangible assets | 1,080,498 | 1,202,581 |
Other assets | 141,769 | 139,445 |
Due from (to) Chanticleer and affiliates | (193,959) | 614,053 |
Total Assets | 4,935,115 | 4,124,644 |
Accounts payable and accrued liabilities | 2,077,288 | 1,661,440 |
Debt | 32,477 | 56,569 |
Deferred rent | 775,079 | 406,922 |
Total Liabilities | 2,884,844 | 2,124,931 |
Net Book Value attributable to Chanticleer and affiliates | 1,223,234 | 1,217,259 |
Net Book Value attributable to Non-Controlling Interest | (344,847) | (371,464) |
Net Book Value | 2,050,271 | 1,999,713 |
LBB Hassalo LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 13,690 | 8,012 |
Accounts receivable | 165 | 837 |
Inventory | 4,682 | 5,444 |
Property, plant and equipment | 249,902 | 269,350 |
Goodwill and intangible assets | ||
Other assets | 4,320 | 4,470 |
Due from (to) Chanticleer and affiliates | 118,500 | 30,381 |
Total Assets | 391,259 | 318,494 |
Accounts payable and accrued liabilities | 59,373 | 22,905 |
Debt | ||
Deferred rent | 80,323 | 85,076 |
Total Liabilities | 139,696 | 107,981 |
Net Book Value attributable to Chanticleer and affiliates | 201,251 | 168,411 |
Net Book Value attributable to Non-Controlling Interest | 50,313 | 42,103 |
Net Book Value | 251,563 | 210,513 |
LBB Platform LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 22,363 | 9,953 |
Accounts receivable | (17) | 2,166 |
Inventory | 3,213 | 7,219 |
Property, plant and equipment | 190,017 | 211,055 |
Goodwill and intangible assets | ||
Other assets | 5,447 | 5,447 |
Due from (to) Chanticleer and affiliates | 173,600 | 115,988 |
Total Assets | 394,623 | 351,828 |
Accounts payable and accrued liabilities | 45,537 | 28,384 |
Debt | ||
Deferred rent | 74,430 | 75,149 |
Total Liabilities | 119,966 | 103,532 |
Net Book Value attributable to Chanticleer and affiliates | 219,726 | 198,637 |
Net Book Value attributable to Non-Controlling Interest | 54,931 | 49,659 |
Net Book Value | 274,657 | 248,296 |
LBB Progress Ridge LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 21,790 | 19,819 |
Accounts receivable | 3,652 | 234 |
Inventory | 5,781 | 6,237 |
Property, plant and equipment | 252,322 | 283,666 |
Goodwill and intangible assets | ||
Other assets | 10,364 | 7,910 |
Due from (to) Chanticleer and affiliates | 132,844 | 96,388 |
Total Assets | 426,753 | 414,253 |
Accounts payable and accrued liabilities | 62,441 | 25,956 |
Debt | ||
Deferred rent | 105,326 | 107,875 |
Total Liabilities | 167,766 | 133,831 |
Net Book Value attributable to Chanticleer and affiliates | 129,493 | 140,211 |
Net Book Value attributable to Non-Controlling Interest | 129,493 | 140,211 |
Net Book Value | 258,987 | 280,421 |
LBB Green Lake LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 588 | 235 |
Accounts receivable | ||
Inventory | ||
Property, plant and equipment | 144,953 | 500 |
Goodwill and intangible assets | ||
Other assets | 4,332 | 4,332 |
Due from (to) Chanticleer and affiliates | (28,829) | 54,101 |
Total Assets | 121,045 | 59,167 |
Accounts payable and accrued liabilities | 128,945 | 500 |
Debt | ||
Deferred rent | 4,279 | |
Total Liabilities | 133,225 | 500 |
Net Book Value attributable to Chanticleer and affiliates | (6,090) | 29,334 |
Net Book Value attributable to Non-Controlling Interest | (6,090) | 29,334 |
Net Book Value | (12,180) | 58,667 |
American Burger Prosperity LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 8,095 | 1,917 |
Accounts receivable | 1,777 | 87 |
Inventory | 3,261 | 5,596 |
Property, plant and equipment | 353,907 | 385,404 |
Goodwill and intangible assets | ||
Other assets | 5,000 | 5,000 |
Due from (to) Chanticleer and affiliates | (205,782) | (125,162) |
Total Assets | 166,258 | 272,842 |
Accounts payable and accrued liabilities | 31,875 | 40,575 |
Debt | ||
Deferred rent | 45,750 | 47,550 |
Total Liabilities | 77,625 | 88,125 |
Net Book Value attributable to Chanticleer and affiliates | 44,316 | 92,359 |
Net Book Value attributable to Non-Controlling Interest | 44,316 | 92,359 |
Net Book Value | 88,633 | 184,717 |
LBB Wallingford LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 9,238 | 27 |
Accounts receivable | 1,896 | |
Inventory | 3,265 | |
Property, plant and equipment | 539,713 | 3,000 |
Goodwill and intangible assets | ||
Other assets | 10,840 | 10,840 |
Due from (to) Chanticleer and affiliates | (291,452) | 87,937 |
Total Assets | 273,500 | 101,804 |
Accounts payable and accrued liabilities | 71,928 | 10,558 |
Debt | ||
Deferred rent | 105,503 | |
Total Liabilities | 177,431 | 10,558 |
Net Book Value attributable to Chanticleer and affiliates | 48,035 | 45,623 |
Net Book Value attributable to Non-Controlling Interest | 48,035 | 45,623 |
Net Book Value | 96,069 | 91,246 |
LBB Capitol Hill LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 3,800 | 170 |
Accounts receivable | ||
Inventory | ||
Property, plant and equipment | 408,644 | 7,348 |
Goodwill and intangible assets | ||
Other assets | 15,259 | 15,259 |
Due from (to) Chanticleer and affiliates | (190,138) | 58,163 |
Total Assets | 237,566 | 80,940 |
Accounts payable and accrued liabilities | 151,585 | 7,348 |
Debt | ||
Deferred rent | 32,310 | |
Total Liabilities | 183,896 | 7,348 |
Net Book Value attributable to Chanticleer and affiliates | 26,835 | 36,796 |
Net Book Value attributable to Non-Controlling Interest | 26,835 | 36,796 |
Net Book Value | 53,670 | 73,592 |
LBB Rea Farms LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 4,306 | 1,440 |
Accounts receivable | 209 | |
Inventory | 4,965 | |
Property, plant and equipment | 398,497 | |
Goodwill and intangible assets | ||
Other assets | 4,520 | 4,520 |
Due from (to) Chanticleer and affiliates | (81,037) | 18,873 |
Total Assets | 331,461 | 24,833 |
Accounts payable and accrued liabilities | 132,760 | |
Debt | ||
Deferred rent | 730 | |
Total Liabilities | 133,490 | |
Net Book Value attributable to Chanticleer and affiliates | 98,986 | 12,417 |
Net Book Value attributable to Non-Controlling Interest | 98,986 | 12,417 |
Net Book Value | 197,971 | 24,833 |
LBB Multnomah Village LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 8,106 | 200 |
Accounts receivable | 2,801 | |
Inventory | 3,588 | |
Property, plant and equipment | 297,430 | |
Goodwill and intangible assets | ||
Other assets | 10,483 | 12,705 |
Due from (to) Chanticleer and affiliates | 72,085 | 12,095 |
Total Assets | 394,493 | 25,000 |
Accounts payable and accrued liabilities | 50,138 | 39 |
Debt | ||
Deferred rent | 122,360 | |
Total Liabilities | 172,498 | 39 |
Net Book Value attributable to Chanticleer and affiliates | 110,998 | 12,481 |
Net Book Value attributable to Non-Controlling Interest | 110,998 | 12,481 |
Net Book Value | 221,996 | 24,961 |
LBB Magnolia LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 4,850 | |
Accounts receivable | 259 | |
Inventory | 4,110 | |
Property, plant and equipment | 272,996 | |
Goodwill and intangible assets | ||
Other assets | 12,620 | |
Due from (to) Chanticleer and affiliates | 46,660 | |
Total Assets | 341,495 | |
Accounts payable and accrued liabilities | 20,685 | |
Debt | ||
Deferred rent | 98,776 | |
Total Liabilities | 119,461 | |
Net Book Value attributable to Chanticleer and affiliates | 111,017 | |
Net Book Value attributable to Non-Controlling Interest | 111,017 | |
Net Book Value | 222,034 | |
JF Restaurants, LLC [Member] | Non- controlling Interest [Member] | ||
Cash | 29,668 | (5,231) |
Accounts receivable | 14,806 | 6,110 |
Inventory | 34,467 | 57,840 |
Property, plant and equipment | 226,818 | 334,818 |
Goodwill and intangible assets | 1,000,751 | 1,101,751 |
Other assets | 24,670 | 33,888 |
Due from (to) Chanticleer and affiliates | (299,797) | (155,637) |
Total Assets | 1,031,384 | 1,373,539 |
Accounts payable and accrued liabilities | 631,341 | 603,698 |
Debt | ||
Deferred rent | 20,455 | 16,602 |
Total Liabilities | 651,796 | 620,301 |
Net Book Value attributable to Chanticleer and affiliates | 214,664 | 424,678 |
Net Book Value attributable to Non-Controlling Interest | 164,924 | 328,561 |
Net Book Value | 379,588 | 753,238 |
Dine Out[Member] | Non- controlling 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 | ||
Debt | ||
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] | Non- controlling Interest [Member] | ||
Cash | 56,868 | 31,818 |
Accounts receivable | 6,586 | 13,501 |
Inventory | 21,033 | 27,080 |
Property, plant and equipment | 64,130 | 100,492 |
Goodwill and intangible assets | 32,535 | 40,827 |
Other assets | 23,978 | 27,965 |
Due from (to) Chanticleer and affiliates | 855,758 | 1,034,034 |
Total Assets | 1,060,889 | 1,275,717 |
Accounts payable and accrued liabilities | 418,980 | 525,151 |
Debt | ||
Deferred rent | 18,423 | 15,732 |
Total Liabilities | 437,403 | 540,883 |
Net Book Value attributable to Chanticleer and affiliates | 548,668 | 646,654 |
Net Book Value attributable to Non-Controlling Interest | 74,818 | 88,180 |
Net Book Value | 623,486 | 734,834 |
Hooters On The Buzz (Pty) Ltd [Member] | Non- controlling Interest [Member] | ||
Cash | 313 | 926 |
Accounts receivable | ||
Inventory | 27,048 | 20,640 |
Property, plant and equipment | 52,775 | 95,716 |
Goodwill and intangible assets | 23,746 | 30,115 |
Other assets | 3,988 | 170 |
Due from (to) Chanticleer and affiliates | (232,167) | (256,573) |
Total Assets | (124,298) | (109,006) |
Accounts payable and accrued liabilities | 198,817 | 230,209 |
Debt | 32,477 | 56,569 |
Deferred rent | 30,178 | 33,178 |
Total Liabilities | 261,472 | 319,956 |
Net Book Value attributable to Chanticleer and affiliates | (366,481) | (407,514) |
Net Book Value attributable to Non-Controlling Interest | (19,288) | (21,448) |
Net Book Value | (385,769) | (428,962) |
Hooters Umhlanga (Pty.) Ltd [Member] | Non- controlling Interest [Member] | ||
Cash | 14,400 | 9,992 |
Accounts receivable | 1,585 | |
Inventory | 22,171 | 22,329 |
Property, plant and equipment | 39,578 | 61,794 |
Goodwill and intangible assets | 23,465 | 29,888 |
Other assets | 5,949 | 6,939 |
Due from (to) Chanticleer and affiliates | 93,052 | 188,310 |
Total Assets | 200,200 | 319,252 |
Accounts payable and accrued liabilities | 55,320 | 135,283 |
Debt | ||
Deferred rent | 14,045 | 25,760 |
Total Liabilities | 69,365 | 161,043 |
Net Book Value attributable to Chanticleer and affiliates | 117,752 | 142,388 |
Net Book Value attributable to Non-Controlling Interest | 13,084 | 15,821 |
Net Book Value | 130,836 | 158,209 |
Hooters Wings Mgmt Company [Member] | Non- controlling Interest [Member] | ||
Cash | 3,372 | 148,227 |
Accounts receivable | 38,907 | 8,557 |
Inventory | ||
Property, plant and equipment | 3,465 | 4,041 |
Goodwill and intangible assets | ||
Other assets | ||
Due from (to) Chanticleer and affiliates | (325,075) | (512,662) |
Total Assets | (279,331) | (351,837) |
Accounts payable and accrued liabilities | 17,564 | 30,834 |
Debt | ||
Deferred rent | 22,191 | |
Total Liabilities | 39,755 | 30,834 |
Net Book Value attributable to Chanticleer and affiliates | (247,292) | (296,570) |
Net Book Value attributable to Non-Controlling Interest | (71,794) | (86,101) |
Net Book Value | $ (319,086) | $ (382,671) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Feb. 28, 2019USD ($) | |
BGR Restaurants [Member] | |
Sold majority interest purchase price | $ 500,000 |
Ownership of interest | 46.00% |
American Burger Restaurants [Member] | |
Sold majority interest purchase price | $ 200,000 |
Ownership of interest | 46.00% |