Quarterly report pursuant to Section 13 or 15(d)

Goodwill and Other Intangible Assets, Net

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Goodwill and Other Intangible Assets, Net
9 Months Ended
Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets, Net

6. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

 

Goodwill is summarized by operating segment as follows:

 

    September 30, 2017     December 31, 2016  
Hooters Full Service   $ 4,658,942     $ 4,461,167  
Better Burgers Fast Casual     7,448,848       7,448,848  
Just Fresh Fast Casual     495,755       495,755  
    $ 12,603,545     $ 12,405,770  

 

The changes in the carrying amount of goodwill are summarized as follows:

 

    September 30, 2017     December 31, 2016  
Beginning Balance   $ 12,405,770     $ 12,702,139  
Acquisitions     -       70,604  
Adjustments     -       62,192  
Foreign currency translation (loss) gain     197,775       (429,165 )
Ending Balance   $ 12,603,545     $ 12,405,770  

 

Other intangible assets, consisting of franchise costs, trademarks and tradenames, is summarized by location as follows:

 

    Estimated Useful Life   September 30, 2017     December 31, 2016  
                 
Trademark, Tradenames:                    
Just Fresh   10 years   $ 1,010,000     $ 1,010,000  
American Roadside Burger   10 years     1,786,930       1,786,930  
BGR: The Burger Joint   Indefinite     1,430,000       1,430,000  
Little Big Burger   Indefinite     1,550,000       1,550,000  
          5,776,930       5,776,930  
Franchise fees:                    
Hooters South Africa   20 years     325,900       322,258  
Hooters Pacific NW   20 years     74,507       88,826  
BGR: The Burger Joint   Indefinite     1,320,000       1,320,000  
Hooters UK   5 years     13,042       30,848  
          1,733,449       1,761,932  
Total Intangibles at cost         7,510,379       7,538,862  
Accumulated amortization         (1,199,430 )     (1,008,619 )
Intangible assets, net       $ 6,310,949     $ 6,530,243  

 

The Company reviews goodwill for impairment annually or more frequently if indicators of impairment exist. Goodwill is not subject to amortization and has been assigned to reporting units for purposes of impairment testing. The reporting units are our segments.

 

A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Company’s consolidated financial statements.

 

The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. The Company estimates fair value using the best information available, including market information and discounted cash flow projections (also referred to as the income approach). The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs and number of units, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The Company validates its estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow and sales multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units.

 

If the fair value of the reporting unit is higher than its carrying value, goodwill is deemed not to be impaired, and no further testing is required. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the implied fair value of reporting unit goodwill to the carrying value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, the Company would record an impairment loss for the difference.

 

Management tested its long-lived assets for impairment as of September 30, 2017 comparing each reporting unit’s fair value to its carrying value. That assessment included the assumption that management would continue to hold and operate each segment and generate cash flows over a period of years. Those cash flows were discounted using the income approach and compared to the carrying value of each segment. Management also evaluated the fair value of the reporting segments using the market value approach, comparing the carrying value to fair value based on multiples of current earnings and other indicators of value for each reporting unit. Management determined that the estimated fair value of its reporting units was greater than the carrying value of the reporting units and that the Company’s goodwill, intangibles and long-lived assets were not impaired as of September 30, 2017.

 

However, management noted that the margin between the estimated fair value and carrying value of the reporting units was very narrow 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 at a preliminary stage as of the date of this report, 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.