Quarterly report pursuant to Section 13 or 15(d)

Long-Term Debt and Notes Payable (Tables)

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Long-Term Debt and Notes Payable (Tables)
3 Months Ended
Mar. 31, 2017
Debt Disclosure [Abstract]  
Summary of Long-Term Debt and Notes Payable

Long-term debt and notes payable are summarized as follows.

 

    March 31, 2017     December 31, 2016  
             
Note Payable, due January 2017, net of discount of $0 and $171,868, respectively (b)   $ 5,000,000     $ 5,000,000  
                 
Note Payable, due April 2017     707,231       725,231  
                 
Note Payable, due October 2018     85,974       85,974  
                 
Mortgage Note, South Africa, due July 2024     213,685       215,962  
                 
Bank overdraft facilities, South Africa, annual renewal     161,647       124,598  
                 
Equipment financing arrangements, South Africa     133,984       145,430  
                 
Receivables financing facilities (a)     495,898       161,899  
Total long-term debt   $ 6,798,419     $ 6,459,094  
Current portion of long-term debt     784,628       6,171,649  
Long-term debt, less current portion   $ 6,013,791     $ 287,445  

 

For the three months ended March 31, 2017 and 2016 amortization of debt discount was $0 and $42,969 respectively.

 

a) During February 2017, in consideration for proceeds of $330,000, the Company agreed to remit a total of $412,500 from the merchant accounts of eight of its restaurant locations directly to a lender. The Company agreed to make payments of $1,965 per day for 210 days. The Company has the option to payoff the loan early by remitting a total of $372,900 by the 120th day.

 

Also, during March 2017 in consideration for proceeds of $150,000, the Company agreed to remit a total of $205,500 from the merchant accounts of three of its restaurant locations directly to the lender. The Company agreed to make payments of $856.25 per day for 240 days.

 

The Company granted a security interest in the credit card receivables of the specified restaurants in connection with the Receivables Financing Agreements.

 

b) On May 4, 2017, pursuant to a Securities Purchase Agreement (“Purchase Agreement”), the Company issued 8% non-convertible secured debentures in the principal amount of $6,000,000 (“Debentures”) and warrants to purchase 12,000,000 shares of common stock (“Warrant Shares”) 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. The Debentures contain customary financial and other covenants, including a requirement to maintain positive Earnings before interest, taxes, depreciation and amortization. The Warrants expire on the tenth anniversary of the Closing Date and have an exercise price equal to $0.35. The Warrants are not exercisable until six months after the Closing Date. The Warrant Shares have registration rights, and, if not registered, the holders will have the right to cashless exercise.

 

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 June 30, 2014, as amended October 15, 2014 and October 22, 2016, and that certain Agreement dated May 23, 2016, as amended January 30, 2017, in exchange for payment of $5,000,000.

 

Five million of the net proceeds from the offering were remitted to Florida Mezz, $500,000 will be reserved to fund the opening of new stores, and the balance of $206,746, after transaction expenses, will be used for working capital and general corporate purposes.

 

As 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. As a result, as of March 31, 2017, the $5 million note payable has been reclassified from current liabilities to non-current in the accompanying consolidated balance sheet. In addition, for the Company’s reporting period ended June 30, 2017, the shares subject to repurchase will be reclassified from temporary equity to permanent capital and the amounts accrued for interest and penalties will be reversed effective as of May 14, 2017. See Note 15 Subsequent Events.