UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

	x
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the Quarterly Period Ended June 30, 2018~~

For the Quarterly Period Ended June 30, 2019
	¨
	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

~~For the transition period from~~to

Commission File Number ~~001-37379~~

001‑37379

THE ONE GROUP HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

Delaware		~~14-1961545~~ 14‑1961545
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

411 W. 14th14th Street, 2nd2nd Floor, New York, New York		10014
(Address of principal executive offices)		Zip Code

~~646-624-2400~~

646‑624‑2400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yesx ☒ No¨

☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesx ☒ No¨

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule ~~12b-2~~12b‑2 of the Exchange Act. ~~(Check one):~~


Large accelerated filer ¨☐	Accelerated filer ¨☐
Non-accelerated filer ¨☒	~~(Do not check if a smaller~~Smaller reporting ~~company)~~company ☒
	~~Smaller reporting~~ ~~company~~ x	Emerging growth company ¨☐

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b-2~~12b‑2 of the Exchange Act). Yes¨ ☐ Nox ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	STKS	Nasdaq

Number of shares of common stock outstanding as of August ~~10, 2018: 27,691,780~~6, 2019: 28,807,015

Table of Contents

TABLE OF CONTENTS

~~TABLE OF CONTENTS~~

	~~Page~~
	Page
PART I – Financial Information
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	33 35
Item 4. Controls and Procedures	33 35

PART II – Other Information
Item 1. Legal Proceedings	34 35
Item 6. Exhibits	34 36

Signatures	34 37

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE ONE GROUP HOSPITALITY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)

	(unaudited) June 30, 2018			December 31, 2017
Assets
							(Unaudited),
							June 30,		December 31,
							2019		2018
ASSETS
Current assets:
Cash and cash equivalents	$	933		$	1,548		$	799	$	1,592
Accounts receivable		5,422			5,514			6,567		7,029
Inventory		1,199			1,402			1,365		1,404
Other current assets		1,327			1,299			1,440		1,471
Due from related parties, net		157			—			343		45
Total current assets		9,038			9,763			10,514		11,541

Property & equipment, net		38,058			37,811
Property and equipment, net								40,507		39,347
Operating lease right-of-use assets								39,367		—
Investments		2,653			2,957			2,684		2,684
Deferred tax assets, net		72			69			12		38
Other assets		407			384			338		349
Security deposits		2,092			2,031			2,038		2,020
Total assets	$	52,320		$	53,015		$	95,460	$	55,979

Liabilities and Stockholders’ Equity
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,147		$	5,329		$	6,109	$	5,408
Accrued expenses		6,782			6,987			5,343		8,093
Deferred license revenue		215			115			191		171
Deferred gift card revenue and other		932			999			650		947
Due to related parties, net		—			256
Current portion of operating lease liabilities								2,201		—
Current portion of long-term debt		3,191			3,241			1,065		3,201
Total current liabilities		16,267			16,927			15,559		17,820

Deferred license revenue, long-term		1,437			1,222			999		1,008
Due to related parties, long-term		1,197			1,197			—		1,197
Operating lease liability, net of current portion								54,639		—
Deferred rent and tenant improvement allowances		17,126			17,001			—		16,774
Long-term debt, net of current portion		8,628			10,115			11,238		7,118
Total liabilities		44,655			46,462			82,435		43,917

Commitments and contingencies

Stockholders’ Equity:
Common stock, $0.0001 par value, 75,000,000 shares authorized; 27,441,780 and 27,152,101 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively		3			3
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2018 and December 31, 2017		—			—
Stockholders’ equity:
Common stock, $0.0001 par value, 75,000,000 shares authorized; 28,520,530 and 28,313,017 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively								3		3
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively								—		—
Additional paid-in capital		41,675			41,007			44,180		43,543
Accumulated deficit		(31,621	)		(31,979	)		(28,190)		(28,722)
Accumulated other comprehensive loss		(1,490	)		(1,556	)		(2,590)		(2,310)
Total The One Group Hospitality, Inc stockholders’ equity		8,567			7,475
Total stockholders’ equity								13,403		12,514
Noncontrolling interests		(902	)		(922	)		(378)		(452)
Total stockholders’ equity		7,665			6,553
Total Liabilities and Stockholders’ Equity	$	52,320		$	53,015
Total equity								13,025		12,062
Total liabilities and equity							$	95,460	$	55,979

See notes to the consolidated financial statements.

Table of Contents

THE ONE GROUP HOSPITALITY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME ~~(LOSS)~~

(Unaudited, in thousands, except earnings per share and related share information)

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Revenues:
Owned restaurant net revenues $ 15,520 $ 14,683 $ 30,596 $ 28,911
Owned food, beverage and other net revenues 2,083 2,431 4,088 6,316
Total owned revenues 17,603 17,114 34,684 35,227
Management, license and incentive fee revenue 2,708 2,784 5,144 5,098
Total revenues 20,311 19,898 39,828 40,325

Cost and expenses:
Owned operating expenses:
Owned restaurants:
Owned restaurant cost of sales 4,037 3,838 8,071 7,714
Owned restaurant operating expenses 9,399 9,408 18,777 18,777
Total owned operating expenses 13,436 13,246 26,848 26,491
Owned food, beverage and other expenses 2,025 2,315 3,714 5,252
Total owned operating expenses 15,461 15,561 30,562 31,743
General and administrative (including stock-based compensation of $344, $324, $668 and $544, respectively) 2,615 3,291 5,670 6,212
Settlements — 795 — 795
Depreciation and amortization 901 805 1,679 1,671
Lease termination expense and asset write-offs 90 208 90 481
Pre-opening expenses 671 722 881 1,192
Transaction costs — 254 — 254
Equity in (income) loss of investee companies (134 ) 153 (111 ) 108
Other income, net (66 ) (130 ) (177 ) (118 )
Total costs and expenses 19,538 21,659 38,594 42,338

Income (loss) from operations 773 (1,761 ) 1,234 (2,013 )

Interest expense, net of interest income 290 220 608 479

Income (loss) from continuing operations before provision for income taxes 483 (1,981 ) 626 (2,492 )

Income tax provision 169 203 194 186

Income (loss) from continuing operations 314 (2,184 ) 432 (2,678 )

(Loss) from discontinued operations, net of taxes — — — (106 )

Net income (loss) 314 (2,184 ) 432 (2,784 )
Less: net loss attributable to noncontrolling interest 133 116 20 (82 )
Net income (loss) attributable to The ONE Group Hospitality, Inc. $ 181 $ (2,300 ) $ 412 $ (2,702 )
Currency translation adjustment 141 139 66 83
Comprehensive income (loss) $ 322 $ (2,161 ) $ 478 $ (2,619 )
Basic earnings (loss) per share:
Continuing operations $ 0.01 $ (0.09 ) $ 0.02 $ (0.10 )
Discontinued operations $ — $ — $ — $ —
Attributed to The ONE Group Hospitality, Inc. $ 0.01 $ (0.09 ) $ 0.02 $ (0.11 )

Diluted earnings (loss) per share:
Continuing operations $ 0.01 $ (0.09 ) $ 0.01 $ (0.10 )
Discontinued operations $ — $ — $ — $ —
Attributed to The ONE Group Hospitality, Inc. $ 0.01 $ (0.09 ) $ 0.01 $ (0.11 )

Weighted average number of common shares outstanding
Basic 27,366,322 25,144,932 27,277,483 25,098,040
Diluted 27,659,448 25,144,932 27,516,884 25,098,040


	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Revenues:
Owned restaurant net revenues	$	18,809	$	15,520	$	36,629	$	30,596
Owned food, beverage and other net revenues		2,134		2,083		4,407		4,088
Total owned revenue		20,943		17,603		41,036		34,684
Management, license and incentive fee revenue		2,656		2,708		5,339		5,144
Total revenues		23,599		20,311		46,375		39,828
Cost and expenses:
Owned operating expenses:
Owned restaurants:
Owned restaurant cost of sales		5,068		4,037		9,637		8,071
Owned restaurant operating expenses		11,856		9,399		22,771		18,777
Total owned restaurant expenses		16,924		13,436		32,408		26,848
Owned food, beverage and other expenses		2,225		2,025		4,484		3,714
Total owned operating expenses		19,149		15,461		36,892		30,562
General and administrative (including stock-based compensation of $456, $344, $637 and $668 for the three and six months ended June 30, 2019 and 2018 respectively)		2,704		2,615		5,354		5,670
Depreciation and amortization		1,004		901		1,946		1,679
Lease termination expense		141		90		141		90
Pre-opening expenses		63		671		545		881
Transaction costs		152		—		152		—
Equity in income of investee companies		—		(134)		—		(111)
Other income, net		(91)		(66)		(266)		(177)
Total costs and expenses		23,122		19,538		44,764		38,594
Operating income		477		773		1,611		1,234
Other expenses, net:
Interest expense, net of interest income		218		290		487		608
Loss on early debt extinguishment		437		—		437		—
Total other expenses, net		655		290		924		608
(Loss) income before provision for income taxes		(178)		483		687		626
(Benefit) provision for income taxes		(15)		169		81		194
Net (loss) income		(163)		314		606		432
Less: net income attributable to noncontrolling interest		159		133		74		20
Net (loss) income attributable to The ONE Group Hospitality, Inc.	$	(322)	$	181	$	532	$	412
Currency translation (loss) gain		(120)		141		(280)		66
Comprehensive (loss) income	$	(442)	$	322	$	252	$	478

Net (loss) income attributable to The ONE Group Hospitality, Inc. per share:
Basic net (loss) income per share	$	(0.01)	$	0.01	$	0.02	$	0.02
Diluted net (loss) income per share	$	(0.01)	$	0.01	$	0.02	$	0.01

Shares used in computing basic earnings per share		28,432,510		27,366,322		28,373,974		27,277,483
Shares used in computing diluted earnings per share		28,432,510		27,659,448		29,456,764		27,516,884

See notes to the consolidated financial statements.

Table of Contents

THE ONE GROUP HOSPITALITY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except share information)

Common stock Additional
Accumulated
other

Shares Par value
paid-in
capital
Accumulated
deficit
comprehensive
loss

Stockholders'
equity

Noncontrolling
interest
Total

Balance at December 31, 2017 27,152,101 $ 3 $ 41,007 $ (31,979 ) $ (1,556 ) $ 7,475 $ (922 ) $ 6,553

Adoption of ASC 606 “Revenue from contract with customers” — — — (54 ) — (54 ) — (54 )

Stock based compensation expense 49,179 — 668 — — 668 — 668

Vesting of restricted shares 240,500 — — — — — — —

Foreign currency translation, net
— — — — 66 66 — 66

Net income — — — 412 — 412 20 432

Balance at June 30, 2018 27,441,780 $ 3 $ 41,675 $ (31,621 ) $ (1,490 ) $ 8,567 $ (902 ) $ 7,665


								Accumulated
				Additional				other
	Common stock			paid-in		Accumulated		comprehensive		Stockholders’		Noncontrolling
	Shares	Par value		capital		deficit		loss		equity		interests		Total
Balance at December 31, 2018	28,313,017	$	3	$	43,543	$	(28,722)	$	(2,310)	$	12,514	$	(452)	$	12,062
Stock-based compensation	—		—		637		—		—		637		—		637
Vesting of restricted shares	20,544		—		—		—		—		—		—		—
Loss on foreign currency translation, net	—		—		—		—		(280)		(280)		—		(280)
Net income	—		—		—		532		—		532		74		606
Balance at June 30, 2019	28,333,561	$	3	$	44,180	$	(28,190)	$	(2,590)	$	13,403	$	(378)	$	13,025

See notes to the consolidated financial statements.

Table of Contents

THE ONE GROUP HOSPITALITY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Six months ended June 30,
2018 2017
Operating activities:
Net income (loss) $ 432 $ (2,784 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 1,679 1,671
Amortization of discount on warrants 101 93
Deferred rent and tenant improvement allowances 359 874
Deferred taxes (1 ) 47
(Income) loss from equity method investments (111 ) 108
Gain on disposition of cost method investment (185 ) —
Distributions from equity investees — 1
Stock-based compensation 668 544
Changes in operating assets and liabilities:
Accounts receivable 147 443
Inventory 203 (103 )
Prepaid expenses and other current assets (28 ) 67
Due from related parties, net (365 ) 816
Security deposits (60 ) (8 )
Other assets (23 ) (49 )
Accounts payable (199 ) 2,328
Accrued expenses (244 ) 563
Deferred revenue (40 ) 204
Net cash provided by operating activities 2,333 4,815

Investing activities:
Purchase of property and equipment (1,926 ) (3,925 )
Proceeds from disposition of cost method investment 600 —
Net cash used in investing activities (1,326 ) (3,925 )

Financing activities:
Proceeds from business loan and security agreement — 1,000
Repayment of term loan (1,401 ) (1,416 )
Repayment of equipment financing agreement (175 ) (165 )
Repayment of business loan and security agreement (62 ) (416 )
Distributions to non-controlling interests — (21 )
Net cash used in financing activities (1,638 ) (1,018 )

Effect of exchange rate changes on cash 16 71

Net decrease in cash and cash equivalents (615 ) (57 )
Cash and cash equivalents, beginning of period 1,548 1,598

Cash and cash equivalents, end of period $ 933 $ 1,541
Supplemental disclosure of cash flow data:
Interest paid $ 484 $ 309
Income taxes paid $ — $ 32

Noncash investing and financing activities:
Noncash debt issuance costs $ — $ 35


	For the six months ended June 30,
	2019		2018
Operating activities:
Net income	$	606	$	432
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,946		1,679
Stock-based compensation		637		668
Loss on early debt extinguishment		437		—
Amortization of discount on warrants		82		101
Deferred rent and tenant improvement allowances		—		359
Deferred taxes		26		(1)
Income from equity method investments		—		(111)
Gain on disposition of cost method investment		—		(185)
Changes in operating assets and liabilities:
Accounts receivable		471		147
Inventory		39		203
Other current assets		30		(28)
Due from related parties, net		(298)		(365)
Security deposits		(18)		(60)
Other assets		11		(23)
Accounts payable		705		(199)
Accrued expenses		(2,943)		(244)
Operating lease liabilities and right-of-use assets		450		—
Deferred revenue		(37)		(40)
Net cash provided by operating activities		2,144		2,333

Investing activities:
Purchase of property and equipment		(2,917)		(1,926)
Proceeds from disposition of cost method investment		—		600
Net cash used in investing activities		(2,917)		(1,326)

Financing activities:
Borrowings on revolving credit facility		2,150		—
Borrowings of term loan		10,000		—
Repayment of term loans		(3,828)		(1,401)
Repayment of promissory notes		(6,250)		—
Repayment of due to related parties, long-term		(1,197)		—
Repayment of equipment financing agreement		(184)		(175)
Repayment of business loan and security agreement		—		(62)
Debt issuance costs		(421)		—
Net cash provided by (used in) financing activities		270		(1,638)
Effect of exchange rate changes on cash		(290)		16
Net decrease in cash and cash equivalents		(793)		(615)
Cash and cash equivalents, beginning of year		1,592		1,548
Cash and cash equivalents, end of year	$	799	$	933
Supplemental disclosure of cash flow data:
Interest paid	$	483	$	484
Income taxes paid		193		—
Non-cash amortization of debt issuance costs	$	14	$	—

See notes to the consolidated financial statements.

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THE ONE GROUP HOSPITALITY, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 ~~- Basis~~– Summary of ~~presentation~~Business and Significant Accounting Policies

Summary of Business

~~The accompanying consolidated balance sheet as of December 31, 2017, which has been derived from audited financial statements, and the unaudited consolidated financial statements of~~ The ONE Group Hospitality, Inc. and its subsidiaries (collectively, the “Company”) as of and for the three month and six month periods ended June 30, 2018 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished in this Form 10-Q reflects all adjustments (consisting only of normal recurring accruals and adjustments), which are, in the Company’s opinion, necessary to fairly state the interim operating results for the respective periods.

~~The Company~~ is a global hospitality company that develops, owns and operates, ~~and~~ manages or licenses upscale, high-energy restaurants and ~~lounges. The Company’s primary restaurant brand is STK, a multi-unit steakhouse concept that combines a high-energy, social atmosphere with the same quality of food~~lounges and ~~service as that of a traditional upscale steakhouse. As of June 30, 2018, the Company owned, operated or managed eighteen venues across seven states and six countries.~~

~~The Company also~~ provides turn-key food and beverage (“F&B”) services for hospitality venues including hotels, casinos and other high-end ~~locations.~~locations globally. Turn-key F&B services are food and beverage services that can be scaled, customized and implemented by the Company at a particular hospitality venue and customized ~~per the requirements of~~for the client. The Company’s primary restaurant brand is STK, a multi-unit steakhouse concept that combines a high-energy, social atmosphere with the quality and service of a traditional upscale steakhouse.

As of June 30, ~~2018, under various management agreements,~~2019, we owned, operated, managed or licensed 29 venues, including 19 STKs, in major metropolitan cities in North America, Europe and the ~~Company~~Middle East and provided F&B services ~~thirteen venues throughout~~to three hotels and one casino in the United States and in Europe.

Basis of Presentation

~~Certain information and footnote disclosure normally included in annual~~The accompanying consolidated balance sheet as of December 31, 2018, which has been derived from audited financial statements, and the accompanying unaudited interim consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted ~~accounting principles~~ in the United States (“GAAP”). Certain information and footnote disclosures normally included in annual audited financial statements have been omitted pursuant to SEC rules and regulations. ~~The notes to the~~These unaudited interim consolidated financial statements ~~(unaudited)~~ should be read in conjunction with the ~~notes to the~~ consolidated financial statements ~~contained~~and notes thereto included in the Company’s ~~annual report~~Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2017.~~2018.

In the Company’s opinion, the accompanying unaudited interim financial statements reflect all adjustments (consisting only of normal recurring accruals and adjustments) necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results expected for the full year. Additionally, the Company believes that the disclosures are sufficient for interim financial reporting purposes. ~~However, these operating results are not necessarily indicative of the results expected for the full year.~~

~~Certain prior year amounts have been reclassified to conform to current year presentation in the consolidated financial statements.~~

~~Note 2 - Liquidity~~

As of June 30, 2018, the Company's accumulated deficit was $31.6 million and the Company's cash and cash equivalents was $0.9 million. The Company expects to finance its operations for at least the next twelve months following the issuance of its consolidated financial statements, including the costs of opening planned restaurants, through cash provided by operations and construction allowances provided by landlords of certain locations. Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings or warrant or option exercises. While the Company continues to seek capital through a number of means, there can be no assurance that additional financing will be available to it on acceptable terms, if at all. If the Company is unable to access necessary capital to meet its liquidity needs, the Company may have to delay or discontinue the expansion of its business or raise funds on terms that it may consider unfavorable.

~~Note 3 –~~ Recent Accounting Pronouncements

In ~~February 2016,~~March 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updated (“ASU”) No. ~~2016-02,~~2019‑01, “Leases (Topic 842)”: Codification Improvements” (“ASU ~~2016-02”~~2019‑01”). ASU ~~2016-02 requires~~2019‑01 provided clarification related to adopting Accounting Standard Codification Topic 842, Leases, (“ASC Topic 842”). ASU 2019‑01 addresses fair value determinations of underlying assets by lessors, cash flow statement presentation for financing leases, and transition disclosures. The Company adopted ASC Topic 842 as of January 1, 2019 and considered the clarification guidance in ASU 2019‑01 as part of its adoption. Refer to Note 12 for additional details regarding the adoption of ASC Topic 842.

In October 2018, the FASB issued ASU No. 2018‑17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities” (“ASU 2018‑17”). ASU 2018‑17 states that indirect interests held through related parties in common control arrangements should be considered on a ~~lessee~~proportional basis to ~~recognize on the balance sheet~~determine whether fees paid to decision makers and service providers are variable interests. This is consistent with how indirect interests held through related parties under common control are considered for determining whether a ~~liability to make lease payments and~~reporting entity must consolidate a ~~corresponding right-of-use asset.~~variable interest entity. ASU ~~2016-02 also requires certain disclosures about the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02~~2018‑17 is effective for annual and interim periods beginning after December 15, ~~2018. Early~~2019, with early adoption is permitted. ~~The Company’s restaurants operate under lease agreements that provide for material future lease payments. These leases comprise~~Entities are required to adopt the ~~majority~~new guidance retrospectively with a cumulative adjustment to retained earnings at the beginning of the ~~Company’s material lease agreements.~~earliest period presented. The Company is ~~currently~~ evaluating the ~~effect~~effects of this ~~standard but expects the adoption of ASU 2016-02 to have a material effect~~pronouncement on its consolidated financial ~~statements by increasing both total assets and total liabilities.~~

statements.

In ~~June~~August 2018, the FASB issued ASU No. ~~2018-07, “Compensation~~2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework – ~~Stock Compensation (Topic 718): Improvements~~Changes to ~~Nonemployee Share-Based Payment Accounting”~~the Disclosure Requirements for Fair Value Measurement” (“ASU ~~2018-07”~~2018‑13”). ASU ~~2018-07 simplifies the accounting~~2018‑13 eliminates, modifies and ~~reporting~~adds disclosure requirements for share-based payments issued to non-employees by expanding the scope of ASC 718, “Compensation – Stock Compensation”, which currently only includes share-based compensation to employees, to also include share-based payments to nonemployees for goods and services.fair value measurements. The amendments in ASU ~~2018-07~~2018‑13 are effective for annual and interim periods beginning after December 15, ~~2018.~~2019, with early adoption permitted. The Company is evaluating the ~~effect~~effects of ~~this standard~~ASU 2018‑13 on its consolidated financial statements but does not expect the adoption of ASU ~~2018-07~~2018‑13 to be material.

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In August 2018, the FASB issued ASU No. 2018‑15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract” (“ASU 2018‑15”). ASU 2018‑15 aligns the requirements for capitalizing implementation costs in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018‑15 is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company is evaluating the effects of this pronouncement on its consolidated financial statements.

Note ~~4 -~~2 – Inventory

Inventory consists of the following (in thousands) ~~as of:~~:


	June 30, 2018		December 31, 2017		June 30,		December 31,
					2019		2018
Food	$	185	$	246	$	237	$	300
Beverages		1,014		1,156		1,128		1,104
Totals	$	1,199	$	1,402
Total					$	1,365	$	1,404

Note 53 – Other ~~current assets~~

Current Assets

Other current assets ~~consists~~consist of the following (in thousands) ~~as of:~~:

	June 30,		December 31,
	2018		2017		June 30,		December 31,
					2019		2018
Prepaid taxes	$	224	$	255	$	521	$	503
Landlord receivable		258		258		195		195
Prepaid expenses		488		421		667		680
Other		357		365		57		93
Totals	$	1,327	$	1,299
Total					$	1,440	$	1,471

Note 4 – Property and Equipment, net

Property and equipment, net consist of the following (in thousands):


	June 30,		December 31,
	2019		2018
Furniture, fixtures and equipment	$	11,588	$	10,425
Leasehold improvements		45,903		43,890
Less: accumulated depreciation and amortization		(18,915)		(16,969)
Subtotal		38,576		37,346
Construction in progress		—		336
Restaurant supplies		1,931		1,665
Total	$	40,507	$	39,347

Depreciation and amortization related to property and equipment amounted to $1.0 million and $0.9 million for the three months ended June 30, 2019 and 2018, respectively, and $1.9 million and $1.7 million for the six months ended June 30, 2019 and 2018, respectively. The Company does not depreciate construction in progress, assets not yet put into service or restaurant supplies.

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Note 5 – Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30,		December 31,
	2019		2018
Variable rent, including disputed rent amounts	$	1,577	$	1,766
Legal, professional and other services		1,034		645
Payroll and related		830		1,794
VAT and sales taxes		431		1,028
Insurance		426		203
Income taxes and related		284		685
Due to hotels		—		212
Other		761		1,760
Total	$	5,343	$	8,093

Note 6 – ~~Accrued expenses~~Long-Term Debt

~~Accrued expenses~~Long-term debt consists of the following (in thousands) ~~as of:~~

June 30,
2018 December 31,
2017
VAT and Sales taxes $ 795 $ 739
Payroll and related 1,100 847
Income taxes 85 610
Due to hotels 1,054 1,168
Rent 1,578 1,471
Legal, professional and other services 674 1,007
Insurance 83 103
Other 1,413 1,042
Totals $ 6,782 $ 6,987

~~Note 7 - Related party transactions~~

Net amounts due to related parties amounted to $1.0 million as of June 30, 2018 and $1.5 million as of December 31, 2017, respectively. The Company has not reserved any related party receivables as of June 30, 2018 and December 31, 2017.:


	June 30,		December 31,
	2019		2018
Term loan agreements	$	10,000	$	3,828
Revolving credit facility		2,150		—
Equipment financing agreements		569		752
Promissory notes		—		6,250
Total long-term debt		12,719		10,830
Less: current portion of long-term debt		(1,065)		(3,201)
Less: debt issuance costs		(416)		(32)
Less: discounts on warrants, net		—		(479)
Total long-term debt, net of current portion	$	11,238	$	7,118

~~The Company incurred~~Interest expense for all the Company’s debt arrangements, excluding the loss on early debt extinguishment and the amortization of debt issuance costs, other discounts and fees, was approximately ~~$11,000~~$0.2 million and ~~$0.3~~$0.2 million for the three months ended June 30, 2019 and 2018 and ~~2017, respectively,~~$0.4 million and ~~approximately $42,000 and $0.4~~$0.5 million for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the Company had $1.3 million in letters of credit outstanding for certain restaurants, including $36.9 thousand of standby letters of credit and ~~2017, respectively,~~$1.3 million of ~~legal fees~~cash collateralized letters of credit, which are recorded as a component of security deposits on the consolidated balance sheet as of June 30, 2019.

Bank of America, N.A. Credit Agreement

On May 15, 2019, the Company entered into a Credit Agreement with Bank of America, N.A (“Credit Agreement”). The Credit Agreement provides for a secured revolving credit facility of $10.0 million and a $10.0 million term loan. The term loan is payable in quarterly installments, with the final payment due in May 2024. The revolving credit facility also matures in May 2024. In conjunction with entering into the Credit Agreement, the Company incurred $0.4 million of debt issuance costs, which were capitalized and are recorded as a direct deduction to the long-term debt, net of current portion, on the consolidated balance sheets.

The ~~Giannuzzi Group,~~Credit Agreement contains several financial covenants, including (a) a ~~law firm owned by a former director~~maximum consolidated leverage ratio of (i) 4.75 to 1.00 as of the end of any fiscal quarter ending on or prior to June 30, 2020 and (ii) 4.50 to 1.00 as of the end of any fiscal quarter thereafter and (b) a minimum consolidated fixed charge coverage ratio of 1.35 to 1.00.

The Credit Agreement has several borrowing and interest rate options, including the following: (a) a LIBOR rate (or a comparable successor rate) or (b) a base rate equal to the greater of the prime rate, the federal funds rate plus 0.50% or the LIBOR rate for a one-month period plus 1.00%; provided that the base rate may not be less than zero. Loans under the Credit Agreement bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of between 2.75% and 3.50% (for LIBOR rate loans) and 1.75% and 2.50% (for base rate loans).

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The Credit Agreement contains customary representations, warranties and conditions to borrowing including customary affirmative and negative covenants, which include covenants that limit or restrict the Company’s ability to incur indebtedness and other obligations, grant liens to secure obligations, make investments, merge or consolidate, and dispose of assets outside the ordinary course of business, in each case subject to customary exceptions for credit facilities of this size and type. As of June 30, 2019, the Company ~~who resigned~~is in ~~2017.~~compliance with the covenants required by the Credit Agreement.

Debt Extinguishment

In conjunction with entering into the Credit Agreement on May 15, 2019, the Company prepaid the outstanding debt balances to early extinguish the $2.6 million of outstanding term loans with BankUnited, the $5.3 million of outstanding promissory notes with Anson Investments Master Fund LP, and the $1.0 million outstanding promissory note with 2235570 Ontario Limited. The Company recognized a $0.4 million loss on early debt extinguishment within other expenses, net on the consolidated statements of operations and comprehensive income, primarily caused by the recognition of the unamortized discounts related to warrants issued with the promissory notes and the recognition of unamortized debt issuance costs related to the debt extinguished. Additionally, the Company prepaid the $1.2 million of outstanding cash advances due to the TOG Liquidation Trust, a related party. Please refer to Note 9 for additional details on transactions with related parties.

Note 7 – Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued expenses are carried at cost, which approximates fair value due to their short maturities. Long-lived assets are measured and disclosed at fair value on a nonrecurring basis if an impairment is identified. There were no long-lived assets measured at fair value as of June 30, 2019.

The Company’s long-term debt, including the current portion, is carried at cost on the consolidated balance sheets. Fair value of long-term debt, including the current portion, is estimated based on Level 2 inputs, except the amount outstanding on the revolving credit facility for which the carrying value approximates fair value. Fair value is determined by discounting future cash flows using interest rates available for issues with similar terms and maturities.

The estimated fair values of long-term debt, for which carrying values do not approximate fair value, are as follows (in thousands):


	June 30,		December 31,
	2019		2018
Carrying amount of long-term debt, including current portion (1)	$	10,569	$	10,830
Fair value of long-term debt, including current portion	$	8,728	$	7,648

(1)

Excludes the discounts on warrants, net and debt issuance costs

Note 8 – Nonconsolidated Variable Interest Entities

As of June 30, 2019 and December 31, 2018, the Company owned interests in the following companies, which directly or indirectly operate a restaurant:

31.24% interest in Bagatelle NY LA Investors, LLC (“Bagatelle Investors”)

51.13% interest in Bagatelle Little West 12th, LLC (“Bagatelle NY”)

Bagatelle Investors is a holding company that has an interest in Bagatelle NY. Both entities were formed in 2011. In the three months ended June 30, 2019, Bagatelle NY notified the Company that it had no intent to renew its sublease with the Company for the restaurant space. As a result, the Company determined that it no longer had the ability to exercise significant influence over its investees, Bagatelle Investors and Bagatelle NY. As of June 30, 2019, the Company recorded its retained interests in Bagatelle Investors and Bagatelle NY as cost method investments, with the initial basis being the previous carrying amounts of the investments. Prior to June 30, 2019, the Company had accounted for its investments in these entities under the equity method of accounting based on management’s assessment that it was not the primary beneficiary of these entities because it did not have the power to direct their day to day activities. The Company has provided no additional types of support to these entities than what is contractually required.

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The carrying values of these investments were as follows (in thousands):


	June 30,		December 31,
	2019		2018
Bagatelle Investors	$	56	$	56
Bagatelle NY		2,628		2,628
Total	$	2,684	$	2,684

For the each of the three and six months ended June 30, 2018, the equity in income of investee companies for the equity method investments discussed above was approximately $0.1 million. There was no equity in income for the three and six months ended June 30, 2019.

Additionally, the Company has a management agreement with Bagatelle NY. Under this agreement, the Company recorded management fee revenue of approximately $0.2 million and $0.1 million for the three months ended June 30, 2019 and 2018, respectively, and $0.3 million and $0.1 million for the six months ended June 30, 2019 and 2018, respectively. The Company also receives rental income from Bagatelle NY for ~~office~~restaurant space ~~subleased~~that it subleases to ~~this entity.~~Bagatelle NY. Rental income of approximately ~~$50,000 was recorded from this entity for each of the three months ended June 30, 2018~~$0.2 million and ~~2017. Rental income of approximately~~ $0.1 million was recorded from this entity for the three months ended June 30, 2019 and 2018, respectively, and $0.3 million was recorded from this entity for the each of the six months ended June 30, 2019 and 2018, respectively.

Net receivables from the Bagatelle Investors and ~~2017. Amounts~~Bagatelle NY included in due tofrom related parties, net atwere approximately $0.3 million and $0.1 million as of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. These receivables, combined with the Company’s equity in each of these investments, represent the Company’s maximum exposure to loss.

In the first quarter of 2018, the Company sold its 10% interest in a cost method investment, One 29 Park, LLC, for $0.6 million, resulting in a gain of $0.2 million. The gain is included ~~approximately $0.1 million~~as a component of other income, net on the consolidated statements of operations and ~~$0.3 million, respectively, due to this entity for legal services.~~

~~The Company incurred approximately $0.1 million and $0.4 million for the three months ended June 30, 2018 and 2017, respectively, and approximately $0.2 million and $1.2 million~~comprehensive income for the six months ended June 30, ~~2018~~2018. The investment was accounted for under the cost method of accounting. The Company had also entered into a management agreement with One 29 Park, LLC, under which the Company recorded management fee revenue of $0.1 million and ~~2017, respectively,~~$0.2 million for ~~construction services to an entity owned by family members of one of~~ the ~~Company’s stockholders, who is also a former employee of the Company. Included in amounts due to related parties, net at~~three and six months ended June 30, ~~2018 and December 31, 2017, is a balance due to this entity of approximately $0 and $27,000, respectively.~~

~~During the fourth quarter of 2016, the Company received approximately $1.2 million in cash advances from the TOG Liquidation Trust (the “Liquidation Trust”).~~2018. The ~~TOG Liquidation Trust is a trust that was set up in connection~~management agreement with a 2013 merger transaction to hold previously issued and outstanding warrants held by members of the predecessor company. When warrants were exercised, the cash proceeds from the exercise of the warrants remained in the Trust. Amounts due to the trust are non-interest bearing and are repayable in 2021 when the trust expires. Included in due to related parties, long term at JuneOne 29 Park, LLC terminated on September 30, ~~2018 and December 31, 2017 is a balance due to the Liquidation Trust of approximately $1.2 million.~~2018.

~~Please refer to Note 10 for details on other transactions with related parties.~~

Note 9 – Related Party Transactions

Net amounts due to related parties were $0.3 million and $1.2 million as of June 30, 2019 and December 31, 2018, respectively. The Company has not reserved any related party receivables as of June 30, 2019 and December 31, 2018.

During the fourth quarter of 2016, the Company received approximately $1.2 million in cash advances from the TOG Liquidation Trust. The TOG Liquidation Trust is a trust that was set up in connection with a 2013 merger transaction to hold previously issued and outstanding warrants held by members of the predecessor company. Amounts due to the trust were non-interest bearing and were repayable in 2021 when the trust expires. In conjunction with entering into the Credit Agreement on May 15, 2019, the Company prepaid the $1.2 million balance due to the TOG Liquidation Trust. As a result of the prepayment, there was no amount outstanding to the TOG Liquidation Trust as of June 30, 2019. As of December 31, 2018, the $1.2 million balance due to the Liquidation Trust was included in due to related parties, long-term.

Please refer to Note 8 for details on other transactions with other related parties, and refer to Note 6 for details related to the Credit Agreement.

Note 810 – Income taxes

The Company’s effective income tax rate was 10.2% for the six months ended June 30 2019 compared to 31.0% for the six months ended June 30, 2018. The effective income tax rate for the six months ended June 30, 2019 was lower compared to the six months ended June 30, 2018 primarily due to the tax rates applied to domestic and foreign income (loss). Additionally, the Company’s projected annual effective tax rate differs from the statutory U.S. tax rate of 21% primarily due to the following: (i) availability of U.S. net operating loss carryforwards, resulting in no federal income taxes; (ii) a full valuation allowance on the U.S. deferred tax assets, net; (iii) taxes owed in foreign jurisdictions such as the United Kingdom, Canada and Italy; and, (iv) taxes owed in state and local jurisdictions such as New York, New York City, Colorado and Tennessee.

The Company is subject to income taxes in the U.S. federal jurisdiction, and the various states and local jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require

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significant judgment to apply. In the normal course of business, the Company is subject to examination by the federal, state, local and foreign taxing authorities.

Note 11 – Revenue from contracts with customers

~~On January 1, 2018, the Company adopted Accounting Standards Codification Topic 606 – “Revenue~~The following table provides information about contract receivables and liabilities, which include deferred license revenue and deferred gift card and gift certificate revenue, from ~~Contracts~~contracts with Customers” (“ASC 606”), using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue recognition standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior periods.

The Company recorded a net decrease to opening accumulated deficit of $0.1 million as of January 1, 2018 due to the cumulative impact of adopting ASC 606, with the impact primarily related to the licensing of our restaurants and the amortization of fees associated with our license agreements. The changes were as followscustomers (in thousands):

Balance at
December 31, 2017
ASC 606
Adjustments
Balance at
January 1, 2018

Liabilities
Deferred license revenue, current $ 115 $ 100 $ 215
Deferred license revenue, long-term 1,222 (46 ) 1,176

Equity
Accumulated deficit (31,979 ) (54 ) (32,033 )


	June 30,		December 31,
	2019		2018
Receivables (1)	$	125	$	174
Deferred license revenue (2)		1,190		1,179
Deferred gift card and gift certificate revenue (3)	$	221	$	491

(1)

Receivables are included in accounts receivable on the consolidated balance sheets.

(2)

Includes the current and long-term portion of deferred license revenue.

(3)

Deferred gift card and gift certificate revenue is included in deferred gift card revenue and other on the consolidated balance sheets.

~~Under ASC 606, the~~The Company ~~has~~ determined that the services it provides under its licensing agreements are primarily ~~for~~the rights to access and derive benefit from our symbolic intellectual property. As a result, the initial license fees and upfront fees ~~and do not contain separate and distinct performance obligations from the license right; therefore, these fees will be~~are recognized on a straight-line basis over the term of the license agreement. Under previous guidance, initial license fees were recognized when the related services had been provided, which was generally upon the opening of the restaurant, and upfront fees were recognized on a pro-rata basis as restaurants under the development agreement ~~were opened. These fees will continue to be recorded~~ as a component of management, license and incentive fee revenue on the consolidated ~~statement~~statements of operations and comprehensive ~~income (loss). ASC 606 requires sales-based~~income. Sales-based royalties ~~to continue to be~~are recognized as licensee restaurant sales occur.

Significant changes in deferred license revenue for the six months ended June 30, 2019 were as follows (in thousands):


Deferred license revenue, as of December 31, 2018	$	1,179
Additions to deferred license revenue		111
Revenue recognized during the period		(100)
Deferred license revenue, as of June 30, 2019	$	1,190

~~The impact~~As of ~~adopting ASC 606~~June 30, 2019, the estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as ~~compared to the previous recognition guidance on our consolidated statement~~ of ~~operations and comprehensive income (loss)~~June 30, 2019 was as follows (in thousands):

For the three months ended June 30, 2018
As Reported Balances Without
Adoption of
ASC 606 Adoption Impact of
ASC 606
Revenues
Management, license and incentive fee revenues $ 2,708 $ 2,680 $ 28

Net income $ 314 $ 286 $ 28

For the six months ended June 30, 2018
As Reported Balances Without
Adoption of
ASC 606 Adoption Impact of
ASC 606
Revenues
Management, license and incentive fee revenues $ 5,144 $ 5,087 $ 57

Net income $ 432 $ 375 $ 57


2019, six months remaining	$	95
2020		191
2021		191
2022		166
2023		136
Thereafter		411
Total future estimated deferred license revenue	$	1,190

~~Note 9 - Stock-based Compensation~~

AsProceeds from the sale of ~~June 30, 2018,~~gift cards and gift certificates are recorded as deferred revenue and recognized as revenue when redeemed by the holder. There are no expiration dates on the Company’s gift card and gift certificates and the Company ~~had 589,940 shares reserved~~does not charge any service fees that would result in a decrease to a customer’s available balance. Although the Company will continue to honor all gift card and gift certificates presented for ~~issuance~~payment, it may determine the likelihood of redemption to be remote for certain gift cards and gift certificates due to, among other things, long periods of inactivity. In these circumstances, to the extent the Company determines there is no requirement for remitting balances to government agencies under ~~the 2013 Employee, Director~~unclaimed property laws, outstanding gift card and ~~Consultant Equity Incentive Plan (the “2013 Equity Plan”).~~

~~Stock-based compensation expense for the three months ended June 30, 2018 and 2017 was $0.3 million and $0.4 million, respectively, and is included in general and administrative expenses~~gift certificate balances may then be recognized as breakage in the consolidated ~~statement~~statements of operations and comprehensive income ~~(loss). Stock-based compensation expense~~as a component of owned food, beverage and other net revenues.

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Significant changes in deferred gift card and gift certificate revenue for the six months ended June 30, 2019 were as follows (in thousands):


Deferred gift card and gift certificate revenue, as of December 31, 2018	$	491
Additions to deferred gift card and gift certificates revenue		296
Revenue recognized during the period related to redemptions		(566)
Deferred gift card and gift certificate revenue, as of June 30, 2019	$	221

The Company recognized revenue of $0.3 million and $0.2 million related to our contract liabilities, which include deferred license revenue and deferred gift card and gift certificate revenue, in the three months ended June 30, 2019 and 2018, respectively, and ~~2017 was~~ $0.7 million and $0.5 million ~~respectively,~~in the six months ended June 30, 2019 and 2018, respectively.

Note 12 – Leases

The Company adopted ASC Topic 842 as of January 1, 2019 using the optional transition method and has applied its transition provisions at the beginning of the period of adoption. As a result, the Company did not restate comparative periods. Under this transition provision, the Company has applied the legacy guidance under Accounting Standard Codification Topic 840, Leases, including its disclosure requirements, in the comparative periods presented.

Under ASC Topic 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company’s contracts determined to be or contain a lease include explicitly or implicitly identified assets where the Company has the right to substantially all of the economic benefits of the assets and has the ability to direct how and for what purpose the assets are used during the lease term. Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents, initial direct costs and lease incentives received from the lessor. The Company used its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

ASC Topic 842 includes practical expedient and policy election choices. The Company elected the practical expedient transition package available in ASC Topic 842 and, as a result, did not reassess the lease classification of existing contracts or leases or the initial direct costs associated with existing leases. The Company has made an accounting policy election not to recognize right of use assets and lease liabilities for leases with a lease term of 12 months or less, including renewal options that are reasonably certain to be exercised, that also do not include an option to purchase the underlying asset that is reasonably certain of exercise. Instead, lease payments for these leases are recognized as lease cost on a straight-line basis over the lease term. Additionally, the Company has elected not to separate the accounting for lease components and non-lease components, for all leased assets.

The Company did not elect the hindsight practical expedient, and therefore the Company did not reassess its historical conclusions with regards to whether renewal option periods should be included in ~~general~~the terms of its leases. Given the importance of each of its restaurant locations to its operations, the Company historically concluded that it was reasonably assured of exercising all renewal periods included in its leases as failure to exercise such options would result in an economic penalty. The Company also did not elect the portfolio approach practical expedient, which permits applying the standard to a portfolio of leases with similar characteristics.

Upon adoption on January 1, 2019, the Company recognized right-of-use assets and ~~administrative expenses in~~lease liabilities for operating leases of $41.8 million and $58.9 million, respectively. The difference between the right-of-use asset and lease liability represents the net book value of deferred rent and tenant improvement allowances recognized by the Company as of December 31, 2018, which was adjusted against the right-of-use asset upon adoption of ASC Topic 842. There was no impact to the opening balance of retained earnings upon adoption.

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The changes due to the adoption of ASC Topic 842 were as follows (in thousands):


			ASC 842
	December 31, 2018		Adjustments		January 1, 2019
Assets
Operating lease right-of-use assets	$	—	$	41,868	$	41,868
Liabilities
Current portion of operating lease liabilities	$	—	$	3,212	$	3,212
Operating lease liability, net of current portion		—		55,679		55,679
Deferred gift card revenue and other		947		(249)		698
Deferred rent and tenant improvement allowances	$	16,774	$	(16,774)	$	—

There was no impact to the Company’s consolidated ~~statement~~statements of operations and comprehensive income ~~(loss).~~ for the three and six months ended June 30, 2019 compared to the three and six months ended June 30, 2018.

The Company enters into contracts to lease office space, restaurant space and equipment with terms that expire at various dates through 2039. Under ASC Topic 842, the lease term at the lease commencement date is determined based on the non-cancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not ~~granted any stock~~to exercise that option, and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considered a number of factors when evaluating whether the options in ~~2018.~~

~~Stock Option Activity~~

~~Changes in outstanding stock options for 2018~~its lease contracts were reasonably certain of exercise, such as ~~follows:~~

Shares Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life (Years) Intrinsic
Value
Outstanding at December 31, 2017 2,315,035 3.41
2018 Grants — —
Exercised — —
Forfeited (254,027 ) 4.37
Outstanding at June 30, 2018 2,061,008 3.29 7.38 $ 535,200
Exercisable at June 30, 2018 917,357 4.41 6.04 $ 46,440

~~A summary~~length of time before option exercise, expected value of the ~~status~~leased asset at the end of the initial lease term, importance of the lease to overall operations, costs to negotiate a new lease, and any contractual or economic penalties.

Certain of the Company’s ~~non-vested stock options~~leases also provide for percentage rent, which are variable lease costs determined as a percentage of gross sales in excess of specified, minimum sales targets, as well as other variable lease costs to reimburse the lessor for real estate tax and insurance expenses, and certain non-lease components that transfer a distinct service to the Company, such as common area maintenance services. These percentage rents and other variable lease costs are not included in the calculation of lease payments when classifying a lease and in the measurement of the lease liability as they do not meet the definition of in-substance, fixed-lease payments under ASC Topic 842.

The Company subleases portions of its office and restaurant space where it does not use the entire space for its operations. For the three and six months ended June 30, ~~2018~~2019, sublease income was $0.3 million and ~~changes~~$0.5 million, respectively, of which $0.2 million and $0.3 million, respectively, was from related party, Bagatelle NY. Refer to Note 8 for details on transactions with this related party.

ASC Topic 842 includes a number of reassessment and re-measurement requirements for lessees based on certain triggering events or conditions, including whether a contract is or contains a lease, assessment of lease term and purchase options, measurement of lease payments, assessment of lease classification and assessment of the discount rate. The Company reviewed the reassessment and re-measurement requirements and concluded that a lease for office space required reassessment as the Company had determined not to elect to exercise an option that it had previously determined it was reasonably certain to exercise. As a result, the Company remeasured the lease liability to reflect the change in lease payments, which resulted in a reduction in the operating lease liability and a corresponding adjustment to the operating lease right-of-use asset of $1.2 million in the six months ~~then~~ ended ~~is presented below:~~June 30, 2019. In addition, there were no impairment indicators identified during the six months ended June 30, 2019 that required an impairment test for the Company’s right-of-use assets or other long-lived assets in accordance with Accounting Standard Codification Topic 360, Property, Plant, and Equipment.

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The components of lease expense for the period were as follows (in thousands):

Shares Weighted
Average
Grant Date
Fair Value
Non-vested shares at December 31, 2017 1,424,651 $ 0.99
Granted — —
Vested (242,000 ) 1.23
Forfeited (39,000 ) 1.08
Non-vested shares at June 30, 2018 1,143,651 $ 0.94


	June 30,
	2019
Lease cost
Operating lease cost	$	3,372
Variable lease cost		1,297
Short-term lease cost		214
Sublease income		(474)
Total lease cost	$	4,409

Weighted average remaining lease term – operating leases		14 years
Weighted average discount rate – operating leases		8.25	%

Supplemental cash flow information related to leases for the period was as follows (in thousands):


	June 30,
	2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,456
Right-of-use assets obtained in exchange for operating lease obligations	$	281

As of June 30, ~~2018, there are 579,402 options outstanding that vest based on the achievement of Company and individual objectives as set by the Board.~~

~~As of June 30, 2018, there is approximately $1.2 million of total unrecognized compensation cost related to non-vested awards, which will be recognized over a weighted-average period of 2.6 years.~~

~~Restricted Stock Award Activity~~

~~The fair value of restricted stock awards is determined based upon the closing fair market value~~2019, maturities of the Company’s ~~common stock on the grant date.~~operating lease liabilities are as follows (in thousands):


2019, six months remaining	$	3,572
2020		6,731
2021		6,472
2022		6,593
2023		6,727
Thereafter		69,504
Total lease payments		99,599
Less: imputed interest		(42,759)
Present value of operating lease liabilities	$	56,840

~~A summary~~Note 13 – Earnings per share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the ~~status~~period and income available to common stockholders. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period plus the dilutive effect of all potential shares of common stock including common stock issuable pursuant to stock options, warrants, and restricted stock ~~awards~~units.

For the three and ~~changes for~~six months ended June 30, 2019 and 2018, the earnings per share was calculated as follows (in thousands, except earnings per share and related share data):


	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018
Net (loss) income attributable to The ONE Group Hospitality, Inc.	$	(322)	$	181	$	532	$	412

Basic weighted average shares outstanding		28,432,510		27,366,322		28,373,974		27,277,483
Dilutive effect of stock options, warrants and restricted share units		—		293,126		1,082,789		239,401
Diluted weighted average shares outstanding		28,432,510		27,659,448		29,456,764		27,516,884

Net (loss) income available to common stockholders per share - Basic	$	(0.01)		0.01	$	0.02	$	0.02
Net (loss) income available to common stockholders per share - Diluted	$	(0.01)	$	0.01	$	0.02	$	0.01

For the six months ended June 30, 2019, 1.0 million stock options, warrants and restricted share units were determined to be anti-dilutive and were therefore excluded from the calculation of diluted earnings per share. For the three and six months ended June 30,

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2018, ~~is presented below:~~1.8 million stock options, warrants and restricted share units were determined to be anti-dilutive and were therefore excluded from the calculation of diluted earnings per share. For the three months ended June 30, 2019, all equivalent shares underlying options, warrants and restricted share units were anti-dilutive as the Company was in a net loss position.

Note 14 – Stockholders’ Equity

Significant changes in stockholders’ equity for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands):

Shares Weighted
Average
Grant Date Per
Share Fair Value

Non-vested at December 31, 2017 985,000 $ 2.26
Granted 93,949 2.64 ��
Vested (240,500 ) 2.02
Forfeited (6,000 ) 2.73
Non-vested at June 30, 2018 832,449 $ 2.37


							Accumulated
			Additional				other
	Common		paid-in		Accumulated		comprehensive		Noncontrolling
	Stock		capital		deficit		loss		interests		Total
Balance at December 31, 2018	$	3	$	43,543	$	(28,722)	$	(2,310)	$	(452)	$	12,062
Stock-based compensation		—		181		—		—		—		181
Loss on foreign currency translation, net		—		—		—		(160)		—		(160)
Net income (loss)		—		—		854		—		(85)		769
Balance at March 31, 2019		3		43,724		(27,868)		(2,470)		(537)		12,852
Stock-based compensation		—		456		—		—		—		456
Loss on foreign currency translation, net		—		—		—		(120)		—		(120)
Net (loss) income		—		—		(322)		—		159		(163)
Balance at June 30, 2019	$	3	$	44,180	$	(28,190)	$	(2,590)	$	(378)	$	13,025

As of June 30, 2018, 250,000 restricted shares subject to performance-based vesting were still outstanding. As of June 30, 2018, the Company had approximately $2.0 million of total unrecognized compensation costs related to restricted stock awards, which will be recognized over a weighted average period of 2.9 years.


							Accumulated
			Additional				other
	Common		paid-in		Accumulated		comprehensive		Noncontrolling
	Stock		capital		deficit		loss		interests		Total
Balance at December 31, 2017	$	3	$	41,007	$	(31,979)	$	(1,556)	$	(922)	$	6,553
Adoption of ASC 606 “Revenue from contracts with customers”		—		—		(54)		—		—		(54)
Stock-based compensation		—		324		—		—		—		324
Loss on foreign currency translation, net		—		—		—		(75)		—		(75)
Net income (loss)		—		—		231		—		(113)		118
Balance at March 31, 2018		3		41,331		(31,802)		(1,631)		(1,035)		6,866
Stock-based compensation		—		344		—		—		—		344
Loss on foreign currency translation, net		—		—		—		141		—		141
Net income		—		—		181		—		133		314
Balance at June 30, 2018	$	3	$	41,675	$	(31,621)	$	(1,490)	$	(902)	$	7,665

Note 1015 – ~~Nonconsolidated variable interest entities~~Stock-Based Compensation

Effective June 4, 2019, the Company’s stockholders approved amendments to the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2019 Equity Plan”). Among other things, the amendments increased the number of shares of common stock authorized for issuance under the 2019 Equity Plan by 2,300,000 shares to a new maximum aggregate limit of 7,073,922 shares. As of June 30, ~~2018 and December 31, 2017, the Company’s owned interests in the following companies, which directly or indirectly operate restaurants:~~

~~31.24% interest in Bagatelle NY LA Investors, LLC (“Bagatelle Investors”)~~

~~51.13% interest in Bagatelle Little West 12th, LLC (“Bagatelle NY”)~~

~~10.00% interest in One 29 Park, LLC (“One 29 Park”) as of December 31, 2017 (0% as of June 30, 2018)~~

Bagatelle Investors is a holding company that has an interest in Bagatelle NY. Both entities were formed in 2011. The Company accounts for its investment in these entities under the equity method of accounting based on management’s assessment that although it is not the primary beneficiary of these entities because it does not have the power to direct their day to day activities, the Company is able to exercise influence over these entities. The Company has provided no additional types of support to these entities than what is contractually required.

One 29 Park, formed in 2009, operates a restaurant and manages the rooftop of a hotel located in New York, NY. Until the fourth quarter of 2017, the Company accounted for its investment in One 29 Park under the equity method of accounting based on management’s assessment that2019, the Company had significant influence over One 29 Park’s operations. In the fourth quarter of 2017, the majority ownership of One 29 Park changed. As a result of this ownership change, the Company believed that it no longer had significant influence over the operations of One 29 Park, and subsequently began accounting2,634,177, remaining shares available for ~~its investment in One 29 Park~~issuance under the 2019 Equity Plan.

Stock-based compensation cost ~~method of accounting. In March 2018, the Company sold its 10% interest in One 29 Park to the new ownership group for $0.6~~was $0.5 and $0.3 million ~~and recorded a gain of $0.2 million on the sale as a component of “other expenses, net” on the consolidated statement of operations and comprehensive income (loss).~~

~~At June 30, 2018 and December 31, 2017, the carrying values of these investments were (in thousands):~~

June 30,
2018 December 31,
2017
Bagatelle Investors $ 47 $ 33
Bagatelle NY 2,606 2,509
One 29 Park — 415
Totals $ 2,653 $ 2,957

Three Months Ended
June 30, Six Months Ended
June 30,
2018 2017 2018 2017

Equity in (income) loss of investee companies $ (134 ) $ 153 $ (111 ) $ 108

~~The Company has entered into a management agreement with Bagatelle NY. Under this agreement, the Company recorded management fee revenue of approximately $95,000 and $48,000~~ for the three months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$0.1 million~~$0.6 and ~~$0.1~~$0.7 million for the six months ended June 30, 2019 and 2018, respectively. Stock-based compensation is included in general and ~~2017, respectively. The Company also receives rental income from Bagatelle for restaurant space that it subleases to Bagatelle. Rental income~~administrative expenses in the consolidated statements of ~~$0.1 million was recorded from this entity for each~~operations and comprehensive income.

Table of ~~the three months ended June 30, 2018 and 2017, respectively and $0.3 million was recorded from this entity for each of~~Contents

Stock Option Activity

Changes in outstanding stock options during the six months ended June 30, ~~2018 and 2017.~~2019 were as follows:


				Weighted
		Weighted		average	Intrinsic
		average exercise		remaining	value
	Shares	price		contractual life	(thousands)
Outstanding at December 31, 2018	2,001,008	$	3.29
Granted	68,000		2.99
Exercised	—		—
Cancelled, expired or forfeited	(126,000)		2.53
Outstanding at June 30, 2019	1,943,008	$	3.33	6.36 years	$	1,268
Exercisable at June 30, 2019	1,256,508	$	4.01	5.41 years	$	477

The ~~Company has also entered into a management agreement with One 29 Park. Under this agreement, the Company recorded management fee revenue~~fair value of ~~$0.1 million and $0.1 million for the three months ended June 30, 2018 and 2017, respectively and $0.2 million and $0.2 million for~~options granted in the six months ended June 30, ~~2018 and 2017, respectively. The Company expects its management agreement with One 29 Park to terminate within the next six to nine months.~~

~~Net receivables of $0.1 million and $0.1 million from Bagatelle and One 29 Park, respectively, are included in due to related parties, net~~2019 was estimated on the ~~June 30, 2018 and December 31, 2017 consolidated balance sheets, respectively. These amounts, combined~~date of grant using the Black-Scholes option pricing model with the ~~Company’s equity in each of these investments, represent the Company’s maximum exposure to loss.~~

following assumptions:

	12
Expected life, in years		8.5 years
Risk-free interest rate		2.62	%
Volatility		42.0	%
Dividend yield		—	%

~~Note 11 – Income taxes~~A summary of the status of the Company’s non-vested stock options as of December 31, 2018 and June 30, 2019 and changes during the six months then ended, is presented below:


		Weighted average
	Shares	grant date fair value
Non-vested stock options at December 31, 2018	926,500	$	0.91
Granted	68,000		2.99
Vested	(203,000)		1.25
Cancelled, expired or forfeited	(105,000)		0.97
Non-vested stock options at June 30, 2019	686,500	$	0.86

As of June 30, 2019, there are 579,402 milestone-based options outstanding. These options vest based on the achievement of Company and individual objectives as set by the Board.

As of June 30, 2019, there is approximately $0.5 million of total unrecognized compensation cost related to non-vested awards, which will be recognized over a weighted-average period of 3.1 years.

Restricted Stock Unit Activity

The Company issues restricted stock units (“RSUs”) under the 2019 Equity Plan. The fair value of these RSUs is determined based upon the closing fair market value of the Company’s ~~effective income tax rate was 31.0% for~~common stock on the grant date.

A summary of the status of RSUs and changes during the six months ended June 30, ~~2018, compared to -7.5% for the six months ended~~2019 is presented below:


		Weighted average
	Shares	grant date fair value
Non-vested RSUs at December 31, 2018	764,201	$	2.54
Granted	301,305		3.09
Vested	(160,044)		2.49
Cancelled, expired or forfeited	(28,000)		2.83
Non-vested RSUs at June 30, 2019	877,462	$	2.72

As of June 30, ~~2017. The Company’s projected annual effective tax rate differs from the statutory U.S. tax rate~~2019, 150,000 RSUs subject to performance-based vesting were still outstanding. As of 21% primarily for the following reasons: 1) availability of U.S. carryforward NOLs, which results in no federal or state taxes; 2) a full valuation allowance on the U.S. net deferred tax asset; 3) taxes owed in foreign jurisdictions such as the United Kingdom, Canada and Italy; and 4) New York City taxes owed.

~~In December 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted. The TCJA included:~~

~~· A one-time tax on the deemed repatriation of post-1986 untaxed foreign earnings and profits (“E&P”);~~

~~· A reduction in the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017;~~

· The introduction of a new U.S. tax on certain off-shore earnings referred to as Global Intangible Low-Taxed Income (“GILTI”) at an effective tax rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) partially offset by foreign tax credits; and

~~· Introduction of a territorial tax system beginning in 2018 by providing for a 100% dividend received deduction on certain qualified dividends from foreign subsidiaries.~~

~~In the fourth quarter of 2017,~~June 30, 2019, the Company ~~recorded an adjustment~~had approximately $1.8 million of ~~$2.9 million~~total unrecognized compensation costs related to ~~revalue its net deferred tax asset based on~~RSUs, which will be recognized over a 21% corporate tax rate, which was entirely offset by a reduction in the Company’s valuation allowance. Additionally, the Company recorded a provisional amount of $1.9 million to account for the deemed repatriation of E&P. Due to the complexities involved in accounting for the enactment of the TCJA, SEC Staff Accounting Bulletin 118 allows companies to record provisional estimates of the impacts of the TCJA during a measurementweighted average period of ~~up to one year from the enactment date. The Company used the retained earnings~~3.0 years.

Table of its foreign subsidiaries as a proxy to estimate the one-time tax on the deemed repatriation of E&P because the Company believes that typical E&P adjustments for items such as depreciation, certain reserves and tax-exempt income and other nondeductible expenses will be immaterial. The Company will conduct a comprehensive E&P analysis before filing its 2017 tax return. Only after the completion of that analysis will the Company be able to determine with certainty the tax effect of the deemed E&P repatriation. Any adjustment to the provisional amount will be included as a tax adjustment to continuing operations in 2018.Contents

FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can elect to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. The Company has elected to recognize the resulting tax on GILTI as an expense in the period the tax is incurred and expects to incur no tax for the year ended December 31, 2018 due to the availability of foreign tax credits and net operating losses.

~~Note 12 – Earnings (loss) per share~~

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options, warrants and restricted share units.

Three Months Ended
June 30, Six Months Ended
June 30,
2018 2017 2018 2017
(in thousands, except earnings per share and related share information)
Net income (loss) attributable to The ONE Group Hospitality, Inc. $ 181 $ (2,300 ) $ 412 $ (2,702 )

Basic weighted average shares outstanding 27,366,322 25,144,932 27,277,483 25,098,040
Dilutive effect of stock options, warrants and restricted share units 293,126 - 239,401 -
Diluted weighted average shares outstanding 27,659,448 25,144,932 27,516,884 25,098,040

Net income (loss) available to common stockholders per share - Basic $ 0.01 $ (0.09 ) $ 0.02 $ (0.11 )
Net income (loss) available to common stockholders per share - Diluted $ 0.01 $ (0.09 ) $ 0.01 $ (0.11 )
Anti-dilutive stock options, warrants and restricted share units 1,940,910 - 1,940,910 -

For the three and six months ended June 30, 2017, all equivalent shares underlying options, warrants and restricted share units were excluded from the calculation of diluted earnings per share as the Company was in a net loss position. Basic and diluted earnings per share for discontinued operations was $0.00 for each of the three and six months ended June 30, 2018 and 2017.

~~Net loss per share amounts for continuing operations and discontinued operations are computed independently. As a result, the sum of per share amounts may not equal the total.~~

~~Note 13 – Litigation~~

The Company is subject to claims and legal actions in the ordinary course of business, including claims by or against its licensees, employees, former employees and others. The Company does not believe any currently pending or threatened matter would have a material adverse effect on its business, results of operations or financial condition.

Note 1416 – Segment ~~reporting~~Reporting

The Company operates in three segments: “Owned restaurants,” “Owned food, beverage and other,” and “Managed and licensed operations.” The Owned restaurants segment consists of leased restaurant locations and competes in the full-service dining industry. The Owned food, beverage and other segment consists of hybrid operations, such as where the Company has a leased restaurant location and also has a food and beverage agreement at the same location, typically a hotel, and offsite banquet offerings. The Managed and licensed operations segment includes all operations for which a management, incentive or license fee is received. Management agreements generate management fees on net revenue and incentive fees on operating profit as defined in the applicable management agreement. License agreements generate revenue primarily through royalties earned on net revenue at each location. Revenues associated with developmental support for licensed locations are also included within this segment.

The Company’s Chief Executive Officer (“CEO”), who ~~began serving as the Company’s CEO on October 30, 2017 and~~ has been deemed the Company’s Chief Operating Decision Maker, manages the business and allocates resources via a combination of restaurant sales reports and segment profit information (which is defined as revenues less operating expenses) related to the Company’s three segments, or sources of ~~revenue,~~revenues, which are presented in their entirety within the consolidated statements of operations and comprehensive income (loss). Beginning with the period ended December 31, 2017, the Company revised its segments to align with how it manages the business. Prior period segments have been restated to conform to the currentincome.

The Company’s operating results by segment ~~presentation~~were as follows (in thousands):


	For the three months ended June 30, 2019								For the three months ended June 30, 2018
			Owned food,		Managed and						Owned food,		Managed and
	Owned		beverage and		licensed				Owned		beverage and		licensed
	restaurants		other		operations		Total		restaurants		other		operations		Total
Revenues:
Owned net revenues	$	18,809	$	2,134	$	—	$	20,943	$	15,520	$	2,083	$	—	$	17,603
Management, license and incentive fee revenue		—		—		2,656		2,656		—		—		2,708		2,708
Total revenues		18,809		2,134		2,656		23,599		15,520		2,083		2,708		20,311

Cost and expenses:
Owned operating expenses:
Cost of sales		5,068		—		—		5,068		4,037		—		—		4,037
Other operating expenses		11,856		—		—		11,856		9,399		—		—		9,399
Owned food, beverage and other expenses		—		2,225		—		2,225		—		2,025		—		2,025
Total owned operating expenses		16,924		2,225		—		19,149		13,436		2,025		—		15,461
Segment income (loss)	$	1,885	$	(91)	$	2,656	$	4,450	$	2,084	$	58	$	2,708	$	4,850

General and administrative								2,704								2,615
Depreciation and amortization								1,004								901
Interest expense, net of interest income								218								290
Loss on early debt extinguishment								437								—
Equity in income of investee companies								—								(134)
Other								265								695
(Loss) income before provision for income taxes							$	(178)							$	483

Table of Contents


	For the six months ended June 30, 2019								For the six months ended June 30, 2018
			Owned food,		Managed and						Owned food,		Managed and
	Owned		beverage and		licensed				Owned		beverage and		licensed
	restaurants		other		operations		Total		restaurants		other		operations		Total
Revenues:
Owned net revenues	$	36,629	$	4,407	$	—	$	41,036	$	30,596	$	4,088	$	—	$	34,684
Management, license and incentive fee revenue		—		—		5,339		5,339		—		—		5,144		5,144
Total revenues		36,629		4,407		5,339		46,375		30,596		4,088		5,144		39,828

Cost and expenses:
Owned operating expenses:
Cost of sales		9,637		—		—		9,637		8,071		—		—		8,071
Other operating expenses		22,771		—		—		22,771		18,777		—		—		18,777
Owned food, beverage and other expenses		—		4,484		—		4,484		—		3,714		—		3,714
Total owned operating expenses		32,408		4,484		—		36,892		26,848		3,714		—		30,562
Segment income (loss)	$	4,221	$	(77)	$	5,339	$	9,483	$	3,748	$	374	$	5,144	$	9,266

General and administrative								5,354								5,670
Depreciation and amortization								1,946								1,679
Interest expense, net of interest income								487								608
Loss on early debt extinguishment								437								—
Equity in income of investee companies								—								(111)
Other								572								794
Income before provision for income taxes							$	687							$	626

Three Months Ended
June 30, Six Months Ended
June 30,
2018 2017 2018 2017
Revenues:
Owned restaurants $ 15,520 $ 14,683 $ 30,596 $ 28,911
Owned food, beverage and other operations 2,083 2,431 4,088 6,316
Managed and licensed operations 2,708 2,784 5,144 5,098
$ 20,311 $ 19,898 $ 39,828 $ 40,325

Segment Profits:
Owned restaurants $ 2,084 $ 1,437 $ 3,748 $ 2,420
Owned food, beverage and other operations 58 116 374 1,064
Managed and licensed operations 2,708 2,784 5,144 5,098

Total segment profit 4,850 4,337 9,266 8,582

General and administrative 2,615 3,291 5,670 6,212
Depreciation and amortization 901 805 1,679 1,671
Interest expense, net of interest income 290 220 608 479
Equity in (income) loss of investee companies (134 ) 153 (111 ) 108
Other, net 695 1,849 794 2,604

Income (loss) from continuing operations
before provision for income taxes $ 483 $ (1,981 ) $ 626 $ (2,492 )

June 30,
2018 December 31,
2017
Total assets:
Owned restaurants $ 40,909 $ 40,570
Owned food, beverage and other operations* 6,716 7,385
Managed and licensed operations 4,695 5,060
Total $ 52,320 $ 53,015

* Includes corporateThe Company’s total assets

Six Months Ended
June 30,
2018 2017
Capital asset additions:
Owned restaurants $ 1,837 $ 3,163
Owned food, beverage and other operations ** 89 762
Managed and licensed operations - -
Total $ 1,926 $ 3,925

** Includes corporate asset additions by segment for the periods indicated were as follows (in thousands):


	June 30,		December 31,
	2019		2018
Total assets:
Owned restaurants	$	74,424	$	42,971
Owned food, beverage and other operations (1)		15,848		7,274
Managed and licensed operations		5,205		5,734
Total	$	95,477	$	55,979

(1)

Includes corporate assets and unallocated corporate assets

The Company’s total assets increased $39.4 million as of June 30, 2019 compared to December 31, 2018 as a result of adopting ASC Topic 842 during the first quarter of 2019. Refer to Note 12 for additional information regarding the adoption of ASC Topic 842.

The Company’s capital asset additions by segment for the periods indicated were as follows (in thousands):


	For the six months ended June 30,
	2019		2018
Capital assets additions:
Owned restaurants	$	2,530	$	1,837
Owned food, beverage and other operations (1)		387		89
Managed and licensed operations		—		—
Total	$	2,917	$	1,926

(1)

Includes corporate capital asset additions and unallocated corporate additions

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Note 1517 – Geographic ~~information~~

Information

The following ~~table contains~~tables contain certain financial information by geographic location for the ~~periods indicated~~three and six months ended June 30, 2019 and 2018 (in thousands):

Revenues

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017		For the three months ended June 30,				For the six months ended June 30,
Revenues
United States:
									2019		2018		2019		2018
Domestic:
Owned restaurants	$	15,520	$	14,683	$	30,596	$	28,911	$	18,809	$	15,520	$	36,629	$	30,596
Owned food, beverage and other operations		2,083		2,431		4,088		6,316		2,134		2,083		4,407		4,088
Managed and licensed operations		1,641		1,504		3,328		3,191		1,595		1,641		3,282		3,328
Total United States revenues	$	19,244	$	18,618	$	38,012	$	38,418

Foreign:
Total domestic revenues									$	22,538	$	19,244	$	44,318	$	38,012
International:
Owned restaurants	$	-	$	-	$	-	$	-		—		—		—		—
Owned food, beverage and other operations		-		-		-		-		—		—		—		—
Managed and licensed operations		1,067		1,280		1,816		1,907		1,061		1,067		2,057		1,816
Total foreign revenues	$	1,067	$	1,280	$	1,816	$	1,907

Total international revenues									$	1,061	$	1,067	$	2,057	$	1,816
Total revenues	$	20,311	$	19,898	$	39,828	$	40,325	$	23,599	$	20,311	$	46,375	$	39,828

Long-lived assets

	June 30, 2018		December 31, 2017
Long-lived Assets
United States:
					June 30,		December 31,
					2019		2018
Domestic:
Owned restaurants	$	38,134	$	37,907	$	72,192	$	38,958
Owned food, beverage and other operations		4,951		5,088		12,684		5,375
Managed and licensed operations		84		109		33		67
Total United States long-lived assets	$	43,169	$	43,104

Foreign:
Total domestic long-lived assets					$	84,909	$	44,400
International:
Owned restaurants	$	-	$	-		—		—
Owned food, beverage and other operations		-		-		—		—
Managed and licensed operations		113		148		37		38
Total foreign long-lived assets	$	113	$	148

Total international long-lived assets					$	37	$	38
Total long-lived assets	$	43,282	$	43,252	$	84,946	$	44,438

Note 1618 – ~~Subsequent Event~~Litigation

The Company is party to claims in lawsuits incidental to its business, including lease disputes and employee-related matters. In the opinion of management, the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

~~On July 18, 2018, an investor~~

Table of the Company exercised 250,000 warrants to purchase shares of the Company’s common stock at an exercise price of $1.63 per share. The Company received proceeds of $0.4 million in connection with this transaction.Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q and certain information incorporated herein by reference ~~contains~~contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Forward-looking statements ~~which are intended to~~ speak only as of the date thereof and involve risks and uncertainties that may cause our actual results, performance or achievements to be materially different from ~~any future~~the results, performance or achievements expressed or implied by ~~these~~the forward-looking statements. These risk and uncertainties include the risk factors discussed under Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Factors that might cause actual events or results to differ materially from those indicated by these forward-looking statements include matters such as general economic conditions, consumer preferences and spending, costs, competition, ~~new product execution,~~ restaurant openings or closings, operating margins, the availability of acceptable real estate locations, the sufficiency of our cash balances and cash generated from ~~operating~~operations and financing activities for our future liquidity and capital resource needs, ~~growth of licensing,~~ the impact on our business ~~as a result~~ of Federal ~~and/or~~and State legislation, ~~future~~ litigation, the execution of our growth strategy and other matters. ~~Forward looking~~We have attempted to identify forward-looking statements ~~are generally accompanied~~ by ~~words such as:~~terminology including “anticipates,” “believes,” ~~“anticipates,~~“can,” “continue,” “ongoing,” “could,” “estimates,” “expects,” “intends,” “may,” “appears,” “suggests,” “future,” “likely,” “goal,” “plans,” ~~“intends,~~“potential,” ~~“estimates,~~“projects,” “predicts,” “should,” “targets,” ~~“expects,~~“would,” ~~“contemplates”~~“will” and similar expressions that convey the uncertainty of future events or outcomes. ~~These risks and uncertainties include, but are~~You should not ~~limited to, the risk factors described in our annual report~~place undue reliance on ~~Form 10-K for the fiscal year ended December 31, 2017.~~any forward-looking statement. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required under applicable law.

General

This information should be read in conjunction with the consolidated financial statements and the notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017 (the “2017 Form 10-K”).~~2018.

As used in this report, the terms ~~“company,~~“Company,” “we,” “our,” or “us,” refer to The ~~One~~ONE Group Hospitality, Inc. and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.

Overview

The ONE Group Hospitality, Inc., a Delaware corporation, develops, owns and operates, manages or licenses upscale, high-energy restaurants and lounges and provides turn-key food and beverage services for hospitality venues including hotels, casinos and other high-end locations globally. We define turn-key food and beverage (“F&B”) services as ~~those~~ services that can be scaled and implemented by us at a particular hospitality venue and customized for our clients.

We were established with the vision of becoming a global market leader in the hospitality industry by melding high-quality service, ambiance, high-energy and cuisine into one great ~~experience.~~experience that we refer to as “Vibe Dining.” Our primary restaurant brand is STK, a multi-unit steakhouse concept that combines a high-energy, social atmosphere with the quality and service of a traditional upscale steakhouse.

Our F&B hospitality management services include developing, managing and operating restaurants, bars, rooftop lounges, pools, banqueting and catering facilities, private dining rooms, room service and mini bars tailored to the specific needs of high-end hotels and casinos. Our F&B hospitality clients operate global hospitality brands such as the W Hotel, ~~Cosmopolitan Hotel,~~ Hippodrome Casino, ~~Hyatt~~ and ME Hotels. ~~These locations are typically operated under management agreements under which we earn a management fee based on revenue and an incentive fee based on profitability of the underlying operations.~~

AsWe opened our first restaurant in January 2004 in New York City and, as of June 30, ~~2018,~~2019, we owned, operated, managed or licensed 29 venues, including 19 STKs, in major metropolitan cities in North America, Europe and the Middle East. In addition, we provided food and beverage services in three hotels and one casino. We generate management and incentive fee revenue (profit sharing) from those restaurants and lounges that we do not own, but instead manage on behalf of our ~~operations were spread across 31 venues as follows:~~

Venues
STK STK
Rooftop Bagatelle* F&B
Hospitality Total
Company-owned 8 2 - - 10
Managed 4 - - 13 17
Licensed 2 1 - - 3
Other - - 1 - 1
14 3 1 13 31

* Unconsolidated subsidiary accounted for under the equity method of accounting.F&B hospitality clients. All our restaurants, lounges and F&B services are designed to create a social dining and high-energy entertainment experience within a destination location. We believe that this design and operating philosophy separates us from more traditional restaurant and foodservice competitors.

~~Net income~~

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The table below reflects our venues by restaurant brand and geographic location as of June 30, 2019:


	Venues
	STK(1)	Bagatelle	Radio	Hideout	Marconi	Heliot	F&B Services	Total
Domestic
Owned	10	—	—	1	—	—	1	12
Managed	1	1	—	—	—	—	—	2
Licensed	—	—	—	—	—	—	—	—
Total domestic	11	1	—	1	—	—	1	14
International
Owned	—	—	—	—	—	—	—	—
Managed	3	—	2	—	1	1	3	10
Licensed	5	—	—	—	—	—	—	5
Total international	8	—	2	—	1	1	3	15
Total venues	19	1	2	1	1	1	4	29

(1) Locations with an STK and STK Rooftop are considered one venue location. This includes the rooftop in San Diego, CA, which is a licensed location.

Total revenue increased $3.3 million, or 16.3%, to $23.6 million for the three months ended June 30, ~~2018 was $0.3 million ($0.01 per share)~~2019 compared to ~~a net loss~~$20.3 million for the three months ended June 30, ~~2017 of $2.2~~2018. Total revenue increased $6.6 million, ~~(-$0.09 per share). Net income~~or 16.6%, to $46.4 million for the six months ended June 30, ~~2018 was $0.4 million ($0.01 per share)~~2019 compared to ~~a net loss~~$39.8 million for the six months ended June 30, ~~2017 of $2.8~~2018.

Operating income decreased $0.3 million, ~~(-$0.11 per share). Our net loss~~or 37.5%, to $0.5 million for the three months ended June 30, 2019 from $0.8 million for the three months ended June 30, 2019. Operating income increased $0.4 million, or 33.3%, to $1.6 million for the six months ended June 30, ~~2017 included a loss~~2019 from ~~discontinued operations of $0.1~~$1.2 million ~~which reflects~~for the ~~winding down of operations that we have exited.~~six months ended June 30, 2018.

For the six months ended June 30, 2019 compared to the six months ended June 30, 2018, the increase in operating income was primarily due to overall sales growth and profitability improvements from existing restaurants, newly owned restaurants and managed and licensed locations combined with labor and spending efficiencies. In ~~July 2018,~~the first quarter of 2019, we opened an owned STK restaurant ~~at the Andaz Hotel~~ in ~~San Diego, California~~Nashville, Tennessee and ~~our second~~a licensed STK restaurant in Dubai at the Address Downtown Hotel. We expect that our growth in 2018 will continue with the planned openings of licensed locations in Mexico (Mexico City) and Qatar (Doha). We foresee that our growth in 2019 will come from our development pipeline, with the potential opening of a domestic owned venue, a managed or licensed location in Texas and additional licensed locations in Puerto Rico, Qatar and Mexico.

In March 2018, we sold our 10% interest in One 29 Park for $0.6 million. One 29 Park, which was accounted for under the cost method of accounting, operates a restaurant and manages the rooftop bar of a hotel located in New York, NY. We expect that our management agreement with One 29 Park will be terminated within the next six to nine months.

In 2017, we hosted a party for the Super Bowl that contributed $1.8 million of revenue for the first half of 2017. We did not have a similar event during the first half of 2018. Revenues and expenses associated with this event were recorded within our “owned food, beverage and other” segment.Doha, Qatar.

Our Growth Strategies and Outlook

Our growth model is primarily driven by the following:

Expansion of ~~STK.~~STK. We expect to continue to expand our operations domestically and internationally through a mix of licensed ~~restaurants~~ and managed ~~units~~restaurants using a disciplined and targeted site selection process. We refer to this as our “capital light strategy” because it requires significantly less capital than expansion through owned restaurants. Under our capital light strategy, we expect to open as many as three to five STK restaurants annually primarily through management or licensing agreements, provided that we have sufficient interest from prospective licensees, acceptable locations and quality restaurant managers available to support that pace of growth.

We have identified over 3075 additional major metropolitan areas across the globe where we ~~believe that we~~ could grow our STK brand to approximately 200 restaurants over the ~~next several years. However, there can be no assurance that~~foreseeable future. In the first quarter of 2019, we ~~will be able~~opened an owned STK restaurant in Nashville, Tennessee and a licensed STK restaurant in Doha, Qatar. We expect to ~~open new STKs at~~continue to grow in 2019 with the ~~rate we currently expect or that our pipeline~~planned openings of ~~planned offerings will be fully realized.~~licensed STK locations in Puerto Rico, Mexico and a managed STK location in Scottsdale, Arizona.

Expansion through New ~~Food and Beverage~~F&B Hospitality ~~Projects.~~Projects. We believe that we are well positioned to leverage the strength of our brands and the relationships we have developed with global hospitality providers to drive the continued growth of our food and beverage hospitality projects, which traditionally have provided us with revenue through management and incentive revenue while requiring minimal capital expenditures from us. We continue to receive inquiries regarding new services at new hospitality venues globally and continue to work with existing hospitality clients to identify and develop additional opportunities at their venues. In ~~the future,~~2019, we plan to add one managed F&B location in Florence, Italy. Going forward, we expect to ~~target at least~~enter into one to two new F&B hospitality projects every twelve months. However, we cannot control the timing and number of acceptable opportunities that will be offered to us for our consideration or whether we will be able to enter into food and beverage agreements ~~with respect to such opportunities. We did not enter into any new food and beverage agreements for the six months ended June 30, 2018.~~annually.

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Increase Our Operating ~~Efficiency.~~Efficiency and Increase Same Store Sales. In addition to expanding into new cities and hospitality venues, we intend to increase revenue and profits in our existing operations through continued focus on high-quality, high-margin food and beverage menu items.

We expect ~~company-owned~~domestic STK same store sales (“SSS”) to grow between 4% and 6% in ~~2018, at a mid-single digit pace.~~2019. For the three months ended June 30, ~~2018,~~2019, our ~~company-owned same store sales~~domestic SSS increased ~~6.2%~~6.4% compared to the same prior year period. For the six months ended June 30, ~~2018,~~2019, our ~~company-owned same store sales~~domestic SSS increased ~~7.4%~~7.5% compared to the same prior year period. We consider ana domestic owned ~~unit~~or managed restaurant to be comparable in the first full quarter following its ~~18th~~18th month of operation to remove the impact of new ~~unit~~restaurant openings in comparing the operations of existing ~~units.~~restaurants. Our comparable ~~unit~~restaurant base ~~of owned restaurants~~for SSS consisted of ~~six units~~nine domestic restaurants for the three and six months ended June 30, ~~2018.~~2019.

We believe that our operating margins will improve through ~~same store sales growth. Furthermore, as~~growth in SSS and a reduction of store-level operating expenses. Our store-level margins for owned STK locations decreased 340 and 70 basis points for the three and six months ended June 30, 2019. As of June 30, 2019, approximately 20% of our owned STK locations were in the first 18 months of operations. New restaurants generally have low store-level margins within the first 18 months of operations. As our footprint ~~continues to increase,~~increases, we expect to benefit by leveraging system-wide operating efficiencies and best practices through the management of our general and administrative expenses as a percentage of overall revenue. We ~~will~~ continue to look at opportunities to decrease our general and administrative expenses by outsourcing non-core activities and through increases in staff productivity. We believe that we have adequate capital and resources available to allocate towards our operational initiatives, but there can be no assurance that we will be able to expand our operations, increase our revenues or reduce our costs at the rate we currently expect, or at all.

Key Performance Indicators

We use the following key performance indicators in evaluating our restaurants and assessing our business:

Number of Restaurant ~~Openings.~~Openings. Number of restaurant openings reflects the number of restaurants opened during a particular fiscal period. For each restaurant opening, we incur pre-opening costs, which are defined below. Typically, new restaurants open with an initial start-up period of higher than normalized sales volumes (also referred to in the restaurant industry as the “honeymoon” period), which decrease to a steady level approximately 18 to 24 months after opening. However, operating costs during this initial period are also higher than normal, resulting in restaurant operating margins that are generally lower during the start-up period of operation and increase to a steady level approximately 18 to 24 months after opening. Some new restaurants may experience a “honeymoon” period that is either shorter or longer than this time frame. We ~~did not open any new~~opened two restaurants in ~~the first six months of 2018, but we opened~~2019: an owned STK restaurant in ~~the Andaz Hotel~~Nashville, Tennessee and a licensed STK restaurant in ~~San Diego, California and an STK in Dubai, UAE in July 2018.~~Doha, Qatar.

Average ~~Check.~~Check. Average check is calculated by dividing total restaurant sales by total entrees sold for a ~~given time~~specified period. Our management team uses this indicator to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases. For comparable restaurants, our average check for the three months ended June 30, ~~2018~~2019 was ~~$96.44~~$106.24 compared to ~~$94.10~~$104.66 for the three months ended June 30, ~~2017.~~2018. Our average check for ~~comparable~~SSS restaurants was ~~$96.90~~$108.52 for the six months ended June 30, ~~2018~~2019 compared to ~~$95.26~~$106.50 for the six months ended June 30, ~~2017.~~2018.

Average Comparable ~~Unit~~Restaurant Volume. Average comparable ~~unit~~restaurant volume consists of the average sales of our comparable restaurants over a certain period of time. This measure is calculated by dividing total comparable restaurant sales in a given period by the total number of comparable restaurants in that period. This indicator assists management in measuring changes in customer traffic, pricing and development of our brand. Our average comparable ~~unit~~restaurant volume for the three months ended June 30, ~~2018~~2019 and June 30, ~~2017~~2018 was ~~$2.4~~$2.7 million and ~~$2.3~~$2.5 million, respectively. Our average comparable unit volume for the six months ended June 30, ~~2018~~2019 was ~~$4.8~~$5.4 million compared to ~~$4.4~~$5.0 million for the six months ended June 30, ~~2017.~~2018.

~~Comparable sales~~Same Store Sales.~~Comparable sales represent~~ SSS represents total food and beverage sales at domestic owned and managed ~~units~~restaurants opened for at least a full 18-month period. This ~~metric~~measure includes total revenue from our owned and managed STK locations, and it excludes revenues from our owned F&B services locations. Revenues from locations where we do not directly control the event sales force are excluded from this ~~metric.~~measure. Domestic ~~comparable sales (comparable sales within the United States)~~SSS increased ~~7.5%~~6.4% for the three months ended June 30, ~~2018 and~~2019 compared to the three months ended June 30, 2018. Domestic SSS increased ~~7.4%~~7.5% for the six months ended June 30, 2019 compared to the six months ended June 30, 2018.

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Key Financial Terms and Metrics

We evaluate our business using a variety of key financial measures:

Segment reporting

We operate in three segments: “Owned ~~restaurants”,~~restaurants,” “Owned food, beverage and ~~other”,~~other,” and “Managed and Licensed ~~operations”.~~operations.” Our Owned restaurants segment consists of leased restaurant locations and competes in the full-service dining industry. Our Owned food, beverage and other segment consists of hybrid operations, such as where we have a leased restaurant location and also have a food and beverage agreement at the same location, typically a hotel, and our offsite banquet offerings. The primary component of this segment is our operations at the W Hotel in Beverly Hills, ~~California.~~California and activities for our major off-site events group. Our Managed and Licensed operations segment includes all operations for which a management, incentive or license fee is received. Management agreements generate management fees on net revenue and incentive fees on operating profit as defined in the applicable management agreement. License agreements generate revenue primarily through royalties earned on net revenue at each location. Revenues associated with developmental support for licensed locations are also included within this segment.

~~Revenues~~See Note 16 to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information on our segment reporting.

Revenues

Owned restaurant net revenues. Owned restaurant net revenues consist of food and beverage sales by owned restaurants net of any discounts associated with each sale. For the trailing twelve months ended June 30, ~~2018,~~2019, beverage sales comprised ~~41%~~35% of food and beverage sales, before giving effect to any discounts, and food sales comprised the remaining ~~59%~~65%. This indicator assists management in understanding the trends in gross margins of the ~~units.~~restaurants because food costs as a percentage of food revenues are typically higher than beverage costs as a percentage of beverage revenues.

Owned food, beverage and other net ~~revenues~~revenue. Owned food, beverage and other net revenues include the sales generated by the STK restaurant at the W Hotel in Los Angeles, California and any ancillary food and beverage hospitality services at the same location. Revenues from ~~offsite banquet opportunities~~our major off-site events group also are reflected in this segment.

Management, license and incentive ~~fee revenues.~~revenue. Management, license and incentive fee revenues ~~includes~~include: (1) management fees received pursuant to management and license agreements that are calculated based on a fixed percentage of revenues at the managed or licensed location; (2) incentive fees based on the operating profitability of a particular venue, as defined in each agreement; and (3) recognition of license fee related revenues, which are recognized over the term of the license.

We evaluate the performance of our managed and licensed properties based on sales growth, a key driver for management and license fees, and on improvements in operating profitability margins, which, combined with sales, drives incentive fee growth.

Our primary restaurant brand is STK and we specifically look at comparable sales from both owned and managed STKs to understand customer count trends and changes in average check as it relates to our primary restaurant brand.

Cost and expenses

~~Cost and expenses~~

Owned restaurant cost of sales. Owned restaurant cost of sales includes all owned restaurant food and beverage expenditures. We measure cost of goods as a percentage of owned restaurant net revenues. Owned restaurant cost of sales are generally influenced by the cost of food and beverage items, menu mix, discounting activity and restaurant level controls. Purchases of beef represented approximately ~~37%~~36% and ~~30%~~37% of our food and beverage costs for the six months ended June 30, 2019 and 2018, ~~and 2017,~~ respectively.

Owned restaurant operating expenses. We measure owned restaurant operating expenses as a percentage of owned restaurant net revenues. Owned restaurant operating expenses include the following:

Payroll and related expenses. Payroll and related expenses consist of manager salaries, hourly staff payroll and other payroll-related items, including taxes and fringe benefits. We measure our labor cost efficiency by tracking total labor costs as a percentage of owned restaurant net revenues.

Occupancy. Occupancy comprises all occupancy costs, consisting of both fixed and variable portions of rent, ~~deferred~~non-cash rent expense, which is a non-cash adjustment included in our Adjusted EBITDA calculation as defined below, common area

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maintenance charges, real estate property taxes, utilities and other related occupancy costs and is measured by considering both the fixed and variable components of certain occupancy expenses.

Direct operating expenses. Direct operating expenses consist of supplies, such as paper, smallwares, china, silverware and glassware, cleaning supplies and laundry, credit card fees and linen costs. Direct operating expenses are typically measured as a variable expense based on owned restaurant net revenues.

Outside services. Outside services include music and entertainment costs, such as the use of live DJ’s, promoter costs, security services, outside cleaning services and commissions paid to event staff for banquet sales.

Repairs and maintenance. Repairs and maintenance ~~consists~~consist of general repair work to maintain our facilities, ~~as well as~~and computer maintenance contracts. We expect these costs to increase at each facility as they get older.

Marketing. Marketing includes the cost of promoting our brands and, at times, can include the cost of goods used specifically for ~~complimentary~~complementary purposes. Marketing costs will typically be higher during the first 18 months of a ~~unit’s~~restaurant’s operations.

General and administrative. General and administrative expenses are comprised of all corporate overhead expenses, including payroll and related benefits, professional fees, such as legal and accounting fees, insurance and travel expenses. Certain centrally managed general and administrative expenses are allocated specifically to ~~units~~restaurant locations and are reflected in owned restaurant operating expenses and include shared services such as reservations, events and marketing. We expect general and administrative expenses to be leveraged as we grow, become more efficient, and continue to focus on best practices and cost savings measures.

Depreciation and amortization. Depreciation and amortization ~~consists~~consist principally of charges related to the depreciation of fixed assets including leasehold improvements, equipment and furniture and fixtures. Because we intend to support our growth initiatives with an increasing number of managed and licensed restaurant openings, depreciation and amortization is not expected to increase significantly in the near future.

Pre-opening expenses. Pre-opening expenses consist of costs incurred prior to opening an owned or managed STK ~~unit~~restaurant at either a leased or F&B location. Pre-opening expenses are ~~comprised~~composed principally of manager salaries and relocation costs, employee payroll, training costs for new employees and lease costs incurred prior to opening. We expect these costs to decrease as we focus our growth towards our capital light model. Pre-opening expenses have varied from location to location depending on a number of factors, including the proximity of our existing restaurants; the amount of rent expensed during the construction and in-restaurant training periods; the size and physical layout of each location; the number of management and hourly employees required to operate each restaurant; the relative difficulty of the restaurant staffing process; the cost of travel and lodging for different metropolitan areas; the timing of the restaurant opening; and the extent of unexpected delays, if any, in obtaining necessary licenses and permits to open the restaurant.

Equity in ~~(income) loss~~income of subsidiaries. ~~This~~ Equity in income of subsidiaries represents the income ~~or loss~~ that we record under the cost or equity method of accounting for entities that are not consolidated. Included in this amount is our approximate 51% ownership inof the Bagatelle New York ~~for which we have effective ownership of approximately 51%,~~restaurant, consisting of a 5.23% direct ownership interest by us and a 45.9% ownership interest through ~~two~~Bagatelle Investors and Bagatelle NY. As of June 30, 2019, we recorded our ~~subsidiaries.~~

~~Until the fourth quarter of 2017,~~interests in Bagatelle Investors and Bagatelle NY as cost method investments. Prior to June 30, 2019, we had accounted for ~~a 10% effective ownership~~the investments in ~~One 29 Park, LLC (“One 29 Park”)~~these entities under the equity method of ~~accounting based~~accounting. Refer to Note 8 of our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information on our assessment that we had significant influence over One 29 Park’s operations. One 29 Park operates a restaurant and manages the rooftop of a hotel located in New York, NY. In the fourth quarter of 2017, the majority ownership of One 29 Park changed. As a result of this ownership change, we believed that we no longer had significant influence over the operations of One 29 Park and accounted for our investment in One 29 Park under the cost method of accounting. In March 2018, we sold our 10% interest in One 29 Park to the new ownership group for $0.6 million and recorded a gain of $0.2 million.nonconsolidated investments.

Other Items

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are presented in this Quarterly Report on Form 10-Q and are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as net income before interest expense, provision for income taxes and depreciation and amortization. We define Adjusted EBITDA as net income before interest expense, provision for income taxes, depreciation and amortization, non-cash impairment loss, ~~deferred~~non-cash rent expense, pre-opening expenses, lease termination expenses, non-recurring gains and losses, stock-based compensation and ~~losses~~results from discontinued operations. Not all of the aforementioned items defining Adjusted EBITDA occur in each reporting period but have been included in our definitions of these terms based on our historical activity.

We believe that EBITDA and Adjusted EBITDA are appropriate measures of our operating performance, because they ~~provide a clear picture of our operating results by eliminating~~eliminate non-cash expenses that do not reflect our underlying business performance. We use these metrics to facilitate a comparison of our operating performance on a consistent basis from period to period, to analyze the factors and trends affecting our business and to

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evaluate the performance of our ~~units.~~restaurants. Adjusted EBITDA has limitations as an analytical tool and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies; accordingly, you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA is included in this Quarterly Report on Form 10-Q because it is a key ~~metric~~measure used by management. Additionally, Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA, alongside other GAAP measures such as net income, ~~(loss),~~ to measure profitability, as a key profitability target in our budgets, and to compare our performance against that of peer companies despite possible differences in calculation.

Please refer to ~~the~~ table on page 2728 for our reconciliation of net income ~~(loss)~~ to EBITDA and Adjusted EBITDA.

Results of Operations

The following table sets forth certain statements of operations data for the periods indicated (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						For the three months ended June 30,				For the six months ended June 30,
	2018			2017			2018			2017			2019		2018		2019		2018
Revenues:
Owned restaurant net revenues	$	15,520		$	14,683		$	30,596		$	28,911		$	18,809	$	15,520	$	36,629	$	30,596
Owned food, beverage and other net revenues		2,083			2,431			4,088			6,316			2,134		2,083		4,407		4,088
Total owned revenues		17,603			17,114			34,684			35,227
Total owned revenue														20,943		17,603		41,036		34,684
Management, license and incentive fee revenue		2,708			2,784			5,144			5,098			2,656		2,708		5,339		5,144
Total revenues		20,311			19,898			39,828			40,325			23,599		20,311		46,375		39,828

Cost and expenses:
Owned operating expenses:
Owned restaurants:
Owned restaurant cost of sales		4,037			3,838			8,071			7,714			5,068		4,037		9,637		8,071
Owned restaurant operating expenses		9,399			9,408			18,777			18,777			11,856		9,399		22,771		18,777
Total owned operating expenses		13,436			13,246			26,848			26,491
Total owned restaurant expenses														16,924		13,436		32,408		26,848
Owned food, beverage and other expenses		2,025			2,315			3,714			5,252			2,225		2,025		4,484		3,714
Total owned operating expenses		15,461			15,561			30,562			31,743			19,149		15,461		36,892		30,562
General and administrative (including stock-based compensation of $344, $324, $668 and $544, respectively)		2,615			3,291			5,670			6,212
Settlements		-			795			-			795
General and administrative (including stock-based compensation of $456, $344, $637 and $668 for the three and six months ended June 30, 2019 and 2018 respectively)														2,704		2,615		5,354		5,670
Depreciation and amortization		901			805			1,679			1,671			1,004		901		1,946		1,679
Lease termination expense and asset write-offs		90			208			90			481			141		90		141		90
Pre-opening expenses		671			722			881			1,192			63		671		545		881
Transaction costs		-			254			-			254			152		—		152		—
Equity in (income) loss of investee companies		(134	)		153			(111	)		108
Equity in income of investee companies														—		(134)		—		(111)
Other income, net		(66	)		(130	)		(177	)		(118	)		(91)		(66)		(266)		(177)
Total costs and expenses		19,538			21,659			38,594			42,338			23,122		19,538		44,764		38,594

Income (loss) from operations		773			(1,761	)		1,234			(2,013	)

Operating income														477		773		1,611		1,234
Other expenses, net:
Interest expense, net of interest income		290			220			608			479			218		290		487		608

Income (loss) from continuing operations before provision for income taxes		483			(1,981	)		626			(2,492	)

Provision for income taxes		169			203			194			186

Income (loss) from continuing operations		314			(2,184	)		432			(2,678	)

Loss from discontinued operations, net of taxes		-			-			-			(106	)

Net income (loss)		314			(2,184	)		432			(2,784	)
Less: net income (loss) attributable to noncontrolling interest		133			116			20			(82	)
Net income (loss) attributable to The ONE Group Hospitality, Inc.	$	181		$	(2,300	)	$	412		$	(2,702	)

Currency translation adjustment		141			139			66			83
Comprehensive income (loss)	$	322		$	(2,161	)	$	478		$	(2,619	)
Loss on early debt extinguishment														437		—		437		—
Total other expenses, net														655		290		924		608
(Loss) income before provision for income taxes														(178)		483		687		626
(Benefit) provision for income taxes														(15)		169		81		194
Net (loss) income														(163)		314		606		432
Less: net income attributable to noncontrolling interest														159		133		74		20
Net (loss) income attributable to The ONE Group Hospitality, Inc.													$	(322)	$	181	$	532	$	412

Table of Contents

The following table sets forth certain statements of operations data as a percentage of total revenues for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Revenues:
Owned restaurant net revenues 76.4 % 73.8 % 76.8 % 71.7 %
Owned food, beverage and other net revenues 10.3 % 12.2 % 10.3 % 15.7 %
Total owned revenues 86.7 % 86.0 % 87.1 % 87.4 %
Management, license and incentive fee revenue 13.3 % 14.0 % 12.9 % 12.6 %
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %

Cost and expenses:
Owned operating expenses:
Owned restaurants:
Owned restaurant cost of sales⁽¹⁾ 26.0 % 26.1 % 26.4 % 26.7 %
Owned restaurant operating expenses⁽¹⁾ 60.6 % 64.1 % 61.4 % 64.9 %
Total owned operating expenses⁽¹⁾ 86.6 % 90.2 % 87.8 % 91.6 %
Owned food, beverage and other expenses⁽²⁾ 97.2 % 95.2 % 90.9 % 83.2 %
Total owned operating expenses⁽³⁾ 87.8 % 90.9 % 88.1 % 90.1 %
General and administrative (including stock-based compensation of 1.7%, 1.6%, 1.7% and 1.3%,respectively) 12.9 % 16.5 % 14.2 % 15.4 %
Settlements 0.0 % 4.0 % 0.0 % 2.0 %
Depreciation and amortization 4.4 % 4.0 % 4.2 % 4.1 %
Lease termination expense and asset write-offs 0.4 % 1.0 % 0.2 % 1.2 %
Pre-opening expenses 3.3 % 3.6 % 2.2 % 3.0 %
Transaction costs 0.0 % 1.3 % 0.0 % 0.6 %
Equity in (income) loss of investee companies (0.7 )% 0.8 % (0.3 )% 0.3 %
Other income, net (0.3 )% (0.7 )% (0.4 )% (0.3 )%
Total costs and expenses 96.2 % 108.9 % 96.9 % 105.0 %

Income (loss) from operations 3.8 % (8.9 )% 3.1 % (5.0 )%

Interest expense, net of interest income 1.4 % 1.1 % 1.5 % 1.2 %

(Loss) income from continuing operations before provision for income taxes 2.4 % (10.0 )% 1.6 % (6.2 )%

Income tax provision 0.8 % 1.0 % 0.5 % 0.5 %

Loss from continuing operations 1.5 % (11.0 )% 1.1 % (6.6 )%

Loss from discontinued operations, net of taxes 0.0 % 0.0 % 0.0 % (0.3 )%

Net loss 1.5 % (11.0 )% 1.1 % (6.9 )%
Less: net loss attributable to noncontrolling interest 0.7 % 0.6 % 0.1 % (0.2 )%
Net loss attributable to The ONE Group Hospitality, Inc. 0.9 % (11.6 )% 1.0 % (6.7 )%


	For the three months ended June 30,		For the six months ended June 30,
	2019	2018	2019	2018
Revenues:
Owned restaurant net revenues	79.7 %	76.4 %	79.0 %	76.8 %
Owned food, beverage and other net revenues	9.0 %	10.3 %	9.5 %	10.3 %
Total owned revenue	88.7 %	86.7 %	88.5 %	87.1 %
Management, license and incentive fee revenue	11.3 %	13.3 %	11.5 %	12.9 %
Total revenues	100.0 %	100.0 %	100.0 %	100.0 %
Cost and expenses:
Owned operating expenses:
Owned restaurants:
Owned restaurant cost of sales (1)	26.9 %	26.0 %	26.3 %	26.4 %
Owned restaurant operating expenses (1)	63.0 %	60.6 %	62.2 %	61.4 %
Total owned restaurant expenses (1)	90.0 %	86.6 %	88.5 %	87.8 %
Owned food, beverage and other expenses (2)	104.3 %	97.2 %	101.7 %	90.9 %
Total owned operating expenses (3)	91.4 %	87.8 %	89.9 %	88.1 %
General and administrative (including stock-based compensation of 1.9%, 1.7%, 1.4% and 1.7% for the three and six months ended June 30, 2019 and 2018 respectively)	11.5 %	12.9 %	11.5 %	14.2 %
Depreciation and amortization	4.3 %	4.4 %	4.2 %	4.2 %
Lease termination expense and asset write-offs	0.6 %	0.4 %	0.3 %	0.2 %
Pre-opening expenses	0.3 %	3.3 %	1.2 %	2.2 %
Transaction costs	0.6 %	—%	0.3 %	—%
Equity in income of investee companies	—%	(0.7)%	—%	(0.3)%
Other income, net	(0.4)%	(0.3)%	(0.6)%	(0.4)%
Total costs and expenses	98.0 %	96.2 %	96.5 %	96.9 %
Operating income	2.0 %	3.8 %	3.5 %	3.1 %
Other expenses, net:
Interest expense, net of interest income	0.9 %	1.4 %	1.1 %	1.5 %
Loss on early debt extinguishment	1.9 %	—%	0.9 %	—%
Total other expenses, net	2.8 %	1.4 %	2.0 %	1.5 %
(Loss) income before provision for income taxes	(0.8)%	2.4 %	1.5 %	1.6 %
(Benefit) provision for income taxes	(0.1)%	0.8 %	0.2 %	0.5 %
Net (loss) income	(0.7)%	1.5 %	1.3 %	1.1 %
Less: net income attributable to noncontrolling interest	0.7 %	0.7 %	0.2 %	0.1 %
Net (loss) income attributable to The ONE Group Hospitality, Inc.	(1.4)%	0.9 %	1.1 %	1.0 %

(1)

These expenses are being shown as a percentage of owned restaurant net revenues.

(2)

These expenses are being shown as a percentage of owned food, beverage and other net revenues.

(3)

These expenses are being shown as a percentage of total owned revenue.

Table of Contents

The following tables show our operating results by segment for the periods indicated (in thousands):

		Three Months Ended June 30, 2018									Three Months Ended June 30, 2017
		Owned restaurants		Owned food, beverage and other		Managed and licensed operations		Total			Owned restaurants		Owned food, beverage and other		Managed and licensed operations		Total			For the three months ended June 30, 2019								For the three months ended June 30, 2018
Revenues, net:
																						Owned food,		Managed and						Owned food,		Managed and
																				Owned		beverage and		licensed				Owned		beverage and		licensed
																				restaurants		other		operations		Total		restaurants		other		operations		Total
Revenues:
Owned net revenues		$	15,520	$	2,083	$	-	$	17,603		$	14,683	$	2,431	$	-	$	17,114		$	18,809	$	2,134	$	—	$	20,943	$	15,520	$	2,083	$	—	$	17,603
Management, license and incentive fee revenue			-		-		2,708		2,708			-		-		2,784		2,784			—		—		2,656		2,656		—		—		2,708		2,708
Total revenue			15,520		2,083		2,708		20,311			14,683		2,431		2,784		19,898
Total revenues																					18,809		2,134		2,656		23,599		15,520		2,083		2,708		20,311

Cost and expenses:
Owned operating expenses:
Cost of sales			4,037		-		-		4,037			3,838		-		-		3,838			5,068		—		—		5,068		4,037		—		—		4,037
Other operating expenses			9,399		-		-		9,399			9,408		-		-		9,408			11,856		—		—		11,856		9,399		—		—		9,399
Owned food, beverage and other expenses			-		2,025		-		2,025			-		2,315		-		2,315			—		2,225		—		2,225		—		2,025		—		2,025
Total owned operating expenses			13,436		2,025		-		15,461			13,246		2,315		-		15,561			16,924		2,225		—		19,149		13,436		2,025		—		15,461

Segment income		$	2,084	$	58	$	2,708		4,850		$	1,437	$	116	$	2,784		4,337
Segment income (loss)																				$	1,885	$	(91)	$	2,656	$	4,450	$	2,084	$	58	$	2,708	$	4,850

General and administrative	General and administrative								2,615									3,291									2,704								2,615
Depreciation and amortization	Depreciation and amortization								901									805									1,004								901
Interest expense, net of interest income	Interest expense, net of interest income								290									220									218								290
Loss on early debt extinguishment																											437								—
Equity in income of investee companies	Equity in income of investee companies								(134	)								153									—								(134)
Other	Other								695									1,849									265								695
Income (loss) from continuing operations before provision for income taxes								$	483								$	(1,981	)
(Loss) income before provision for income taxes																										$	(178)							$	483


	For the six months ended June 30, 2019								For the six months ended June 30, 2018
			Owned food,		Managed and						Owned food,		Managed and
	Owned		beverage and		licensed				Owned		beverage and		licensed
	restaurants		other		operations		Total		restaurants		other		operations		Total
Revenues:
Owned net revenues	$	36,629	$	4,407	$	—	$	41,036	$	30,596	$	4,088	$	—	$	34,684
Management, license and incentive fee revenue		—		—		5,339		5,339		—		—		5,144		5,144
Total revenues		36,629		4,407		5,339		46,375		30,596		4,088		5,144		39,828

Cost and expenses:
Owned operating expenses:
Cost of sales		9,637		—		—		9,637		8,071		—		—		8,071
Other operating expenses		22,771		—		—		22,771		18,777		—		—		18,777
Owned food, beverage and other expenses		—		4,484		—		4,484		—		3,714		—		3,714
Total owned operating expenses		32,408		4,484		—		36,892		26,848		3,714		—		30,562
Segment income (loss)	$	4,221	$	(77)	$	5,339	$	9,483	$	3,748	$	374	$	5,144	$	9,266

General and administrative								5,354								5,670
Depreciation and amortization								1,946								1,679
Interest expense, net of interest income								487								608
Loss on early debt extinguishment								437								—
Equity in income of investee companies								—								(111)
Other								572								794
Income before provision for income taxes							$	687							$	626

Six Months Ended June 30, 2018 Six Months Ended June 30, 2017
Owned
restaurants Owned food,
beverage and
other Managed and
licensed
operations Total Owned
restaurants Owned food,
beverage and
other Managed and
licensed
operations Total
Revenues, net:
Owned net revenues $ 30,596 $ 4,088 $ - $ 34,684 $ 28,911 $ 6,316 $ - $ 35,227
Management, license and incentive fee revenue - - 5,144 5,144 - - 5,098 5,098
Total revenue 30,596 4,088 5,144 39,828 28,911 6,316 5,098 40,325

Cost and expenses:
Owned operating expenses:
Cost of sales 8,071 - - 8,071 7,714 - - 7,714
Other operating expenses 18,777 - - 18,777 18,777 - - 18,777
Owned food, beverage and other expenses - 3,714 - 3,714 - 5,252 - 5,252
Total owned operating expenses 26,848 3,714 - 30,562 26,491 5,252 - 31,743

Segment income $ 3,748 $ 374 $ 5,144 9,266 $ 2,420 $ 1,064 $ 5,098 8,582

General and administrative 5,670 6,212
Depreciation and amortization 1,679 1,671
Interest expense, net of interest income 608 479
Equity in income (loss) of investee companies (111 ) 108
Other 794 2,604
Income (loss) from continuing operations before provision for income taxes $ 626 $ (2,492 )

Table of Contents

The following table presents a reconciliation of net ~~loss~~income to EBITDA and Adjusted EBITDA for the periods indicated (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017

Net income (loss) attributable to The ONE Group Hospitality, Inc. $ 181 $ (2,300 ) $ 412 $ (2,702 )
Net income (loss) attributable to noncontrolling interest 133 116 20 (82 )
Net income (loss) 314 (2,184 ) 432 (2,784 )
Interest expense, net of interest income 290 220 608 479
Income tax provision 169 203 194 186
Depreciation and amortization 901 805 1,679 1,671

EBITDA 1,674 (956 ) 2,913 (448 )

Deferred rent⁽¹⁾ (69 ) (16 ) (89 ) (54 )
Pre-opening expenses 671 722 881 1,192
Lease termination expense and asset write-offs⁽²⁾ 90 208 90 481
Loss from discontinued operations, net of taxes - - - 106
Transaction costs⁽³⁾ - 254 - 254
Stock-based compensation 344 391 668 544
Settlements - 795 - 795
Equity share of settlement costs - 270 - 270

Adjusted EBITDA 2,710 1,668 4,463 3,140
Adjusted EBITDA attributable to noncontrolling interest 206 198 164 61
Adjusted EBITDA attributable to The ONE Group Hospitality, Inc. $ 2,504 $ 1,470 $ 4,299 $ 3,079


	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Net (loss) income attributable to The ONE Group Hospitality, Inc.	$	(322)	$	181	$	532	$	412
Net income attributable to noncontrolling interest		159		133		74		20
Net (loss) income		(163)		314		606		432
Interest expense, net of interest income		218		290		487		608
(Benefit) provision for income taxes		(15)		169		81		194
Depreciation and amortization		1,004		901		1,946		1,679
EBITDA		1,044		1,674		3,120		2,913
Non-cash rent expense (1)		(2)		(69)		(91)		(89)
Pre-opening expenses		63		671		545		881
Lease termination expense (2)		141		90		141		90
Loss on debt extinguishment		437		—		437		—
Transaction costs (3)		152		—		152		—
Stock-based compensation		456		344		637		668
Adjusted EBITDA		2,291		2,710		4,941		4,463
Adjusted EBITDA attributable to noncontrolling interest		205		206		169		164
Adjusted EBITDA attributable to The ONE Group Hospitality, Inc.	$	2,086	$	2,504	$	4,772	$	4,299

(1) Non-cash rent expense is included in owned restaurant operating expenses and general and administrative expense on the statement of operations and comprehensive income.

~~(1)~~

~~Deferred rent is included in owned restaurant operating expenses and general and administrative expenses on the statement of operations and comprehensive income (loss).~~

~~(2)~~

~~Lease termination expense and asset write-offs is related to the costs associated with closed or abandoned locations.~~

~~(3)~~

~~Transaction costs relate to the evaluation of strategic alternatives, liquidity improvements options and capital raising activities.~~

(2) Lease termination expense are costs associated with closed, abandoned and disputed locations or leases.

(3) Transaction costs relate to internal costs associated with capital raising activities, most recently the Credit Agreement, and to costs associated with the preparation of the form S-8.

~~Three Months Ended June 30, 2018 Compared to~~Results of Operations for the Three Months Ended June 30, ~~2017~~2019 and June 30, 2018

Revenues

Owned restaurant net revenues. Owned restaurant net revenues increased ~~$0.8~~$3.3 million, or ~~5.7%~~21.3%, ~~from $14.7~~to $18.8 million for the three months ended June 30, ~~2017 to~~2019 from $15.5 million for the three months ended June 30, 2018. This increase was primarily due to increased sales at our ~~New York, Atlanta (Georgia)~~existing, owned locations and ~~Orlando (Florida) locations, but all~~the opening of our ~~locations had net sales increases over the prior year periods. Comparable owned STK unit sales~~restaurants in San Diego, California in July 2018 and Nashville, Tennessee in March 2019. SSS increased ~~6.2% and~~7.8% with an average check ~~increased 2.5%~~increase of 1.5% for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Our Denver location, which opened in January 2017, was considered a comparable location for SSS in the three months ended June 30, 2019. To drive revenue, among several strategies, we have ~~recently begun opening our restaurants earlier to take advantage of happy hour/~~emphasized happy-hour and pre-dinner time frames. We have also emphasized group dining and increased efforts in digital marketing.

Owned food, beverage and other revenues. Owned food, beverage and other revenues ~~decreased $0.3~~in each of the three months ended June 30, 2019 and 2018 was approximately $2.1 million.

Management and license fee revenue. Management and license fee revenues in each of the three months ended June 30, 2019 and 2018 was $2.7 million. Management and license fee revenues increased related to new STK licensed locations that opened in the second half of 2018 or in 2019, including in Mexico City, Mexico, Dubai, United Arab Emirates, and Doha, Qatar. This increase was offset by primarily by the loss of management fee revenue from the One 29 Park, LLC management agreement, which terminated on September 30, 2018, as well as negative currency effects of a weaker British Pound and Euro related to our managed and license locations in the United Kingdom and Italy.

Cost and Expenses

Owned restaurant cost of sales. Food and beverage costs for owned restaurants increased approximately $1.1 million, or ~~-14.3%~~27.5%, ~~from $2.4~~to $5.1 million for the three months ended June 30, 2017 to $2.1 million for the three months ended June 30, 2018. The decrease was primarily due to a decrease in dining and banquet sales at our STK restaurant in Beverly Hills, California as well as a decrease in outside other revenue.

~~Management, license and incentive fee revenues.~~ ~~Revenue generated~~2019 from the restaurants and lounges we operate under management or license agreements, and from F&B services at hospitality venues affects the amount of management and incentive fees that we earn. Management, license and incentive fee revenues decreased $0.1 million, or 2.7%, from $2.8 million for the three months ended June 30, 2017 to $2.7 million for the three months ended June 30, 2018. The decrease was primarily due to decreased revenues from our operations in London (United Kingdom) and Milan (Italy) due to the timing and estimation of incentive fee revenue in the prior year, partially offset by an increase in our management and incentive fee revenue at other locations.

~~Costs and Expenses~~

~~Owned restaurant cost of sales.~~ ~~Food and beverage costs for owned restaurants increased $0.2 million, or 5.2%, from $3.8 million for the three months ended June 30, 2017 to~~ $4.0 million for the three months ended June 30, 2018. This increase was primarily due to increased sales at our existing, owned ~~locations.~~locations and the opening of our restaurants in San Diego, California in July 2018 and Nashville, Tennessee in March 2019. As a percentage of owned restaurant net revenues, cost of sales ~~decreased~~increased from ~~26.1% for the three months ended June 30, 2017 to~~ 26.0% for the three months ended June 30, ~~2018. The decrease~~2018 to 26.9% for the three months ended June 30, 2019 primarily due to cost increases in ~~the percentage~~

Table of Contents

large, premium shrimp and an increased sales mix of food ~~and~~to beverage ~~costs as a percentage of food and beverage sales was due to selective price increases that we implemented in January 2018.~~sales. Food revenues as a percentage of total food and beverage revenues were approximately ~~63%~~66% and ~~59%~~63% for the three months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. Food costs as a percentage of food revenues are typically higher than beverage costs as a percentage of beverage revenues.

Owned restaurant operating expenses.Owned restaurant operating expenses ~~remained flat at $9.4~~increased $2.5 million, or 26.6%, to $11.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017. This was primarily due to our cost savings at all locations, including venues that have been open for over eighteen months as well as more recently opened locations. Our cost saving initiatives are aimed to offset minimum wage increases. As a percentage of owned restaurant net revenues, owned restaurant operating expenses decreased 350 basis points2019 from 64.1% for the three months ended June 30, 2017 to 60.6% for the three months ended June 30, 2018. This improvement was due to the leverage of comparable sales growth, price negotiations with existing vendors, and a continued focus on labor and spending efficiency.

~~Owned food, beverage and other expenses~~~~. Owned food, beverage and other expenses decreased $0.3 million, or 12.5%, from $2.3 million for the three months ended June 30, 2017 to $2.0~~$9.4 million for the three months ended June 30, 2018. As a percentage of owned ~~food, beverage and other~~restaurant net revenues, ~~the related~~owned restaurant operating expenses increased ~~200~~240 basis points ~~from 95.2%~~to 63.0% for the three months ended June 30, ~~2017 to 97.2%~~2019 from 60.6% for the three months ended June 30, ~~2018. This increase was~~2018 primarily ~~due to~~as a result of the ~~deleveraging impact~~openings of ~~reduced revenues on the operation’s fixed costs.~~two owned STK restaurants in San Diego, California in July 2018 and Nashville, Tennessee in March 2019.

~~General~~Owned food, beverage and ~~administrative~~other expenses.~~General~~ Owned food, beverage and ~~administrative costs decreased $0.7~~other expenses increased $0.2 million, or ~~20.5%~~10.0%, ~~from $3.3~~to $2.2 million for the three months ended June 30, ~~2017 to $2.6 million~~2019 from $2.0 for the three months ended June 30, ~~2018. The decrease was~~2018 due to ~~savings related to a reduction in payroll expenses resulting~~increased marketing activities from ~~reduced corporate headcount of approximately $0.3 million, reduced marketing charges of approximately $0.3 million~~our major off-site events group.

General and ~~savings in outside services of approximately $0.1 million.~~administrative. General and administrative ~~expenses~~costs were approximately $2.6 million for each of the three months ended June 30, 2019 and 2018. Improvements in general and administrative costs related to headcount reductions in the three months ended June 30, 2019 compared to the three months ended June 30, 2018 were offset by increased stock-based compensation expense due to timing of equity issuances. General and administrative costs as a percentage of total revenues decreased tofrom 12.9% for the three months ended June 30, 2018 ~~from 16.5%~~to 11.5% for the three months ended June 30, ~~2017.~~2019.

~~Settlements.~~ For the three months ended June 30, 2017, we recorded $0.8 million of settlements. These settlements related to two class action lawsuits that were brought against our equity investees and represent our portion of the overall settlement.

Depreciation and amortization. Depreciation and amortization expense increased approximately $0.1 million, or ~~11.9%~~11.1%, ~~from $0.8~~to $1.0 million for the three months ended June 30, ~~2017 to~~2019 from $0.9 million for the three months ended June 30, 2018. The increase was primarily ~~due~~related to ~~$0.6 million~~the opening of ~~assets additions over the past twelve months. We expect depreciation expense to increase in future periods due to assets being placed in service at~~ our ~~new STK~~ restaurant in San Diego, ~~California.~~California in July 2018 and our restaurant in Nashville, Tennessee in March 2019.

Lease termination expense and asset ~~write-offs~~.write-offs. Lease termination expense and asset write-offs for each of ~~approximately $0.1 million and $0.2 million for~~ the three months ~~ended~~ending June 30, 2019 and 2018 were $0.1 million. These costs are associated with closed, abandoned and 2017, respectively, were for charges we incurred for the development of future company-owned restaurants that we decided to not pursue further as we have decided to move forward with a capital light strategy. In 2017, the Company determined that it would not open venues in Austin and Dallas, Texas. As of June 30, 2018, we have accrued for approximately $1.5 million of future lease payments, net of expected sublease income.disputed locations or leases.

Pre-opening expenses. Pre-opening expenses for the three months ended June 30, ~~2018~~2019 were ~~$0.7~~$0.1 million compared to pre-opening expenses of $0.7 million infor the ~~prior year period. Preopening~~three months ended June 30, 2018. In 2018, preopening expenses ~~in the second quarter of 2018~~ were primarily ~~due~~related to the development of our restaurant ~~at the Andaz Hotel~~ in San Diego, California, which opened in July 2018. In 2019, our preopening expenses related to the opening related expenses of our STK restaurant in Nashville, Tennessee, which opened in March 2019.

��

Transaction costs. In the three months ended June 30, 2019, we incurred transaction costs of approximately $0.2 million primarily related to internal costs associated with entering into the Credit Agreement with Bank of America, N.A. on May 15, 2019 as well as preparation costs for our Form S-8 related to shareholder approved changes to the employee equity compensation plan. Refer to Note 6 to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for details related to the Credit Agreement.

~~Transaction costs.~~ ~~Transaction costs were $0.3~~Equity in income of investee companies. Equity in income of investee companies was approximately $0.1 million for the three months ended June 30, ~~2017. These costs included professional and other expenses related to the evaluation~~2018. We did not recognize any equity in income of ~~strategic alternatives and capital raising activities. The evaluation was completed in 2017.~~

~~Interest expense, net of interest income.~~ ~~Interest expense, net of interest income, increased $0.1 million from $0.2 million~~investee companies for the three months ended June 30, ~~2017~~2019. Refer to ~~$0.3~~Note 8 of our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information on our nonconsolidated investments.

Interest expense, net of interest income. Interest expense, net of interest income was approximately $0.2 million and $0.3 million for the three months ending June 30, 2019 and 2018, respectively.

Provision for income taxes. The provision for income taxes for the three months ended June 30, ~~2018, primarily due~~2019 was a tax benefit of $15.0 thousand compared to tax expense of $169.0 thousand for the ~~capitalization of interest to our development projects.~~

~~Provision for income taxes~~.three months ended June 30, 2018. Our annual effective ~~income~~ tax rate was 10.0% and 35.0% for the three months ended June 30, 2019 and 2018, ~~compared to an effective tax rate of 10.2% for the three months ended June 30, 2017.~~respectively. Our projected annual effective tax rate differs from the statutory U.S. tax rate of 21% primarily ~~for~~due to the ~~following reasons: 1)~~following: (i) availability of U.S. ~~carryforward NOLs, which results~~net operating loss carryforwards,

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resulting in no federal ~~or state~~income taxes; 2)(ii) a full valuation allowance on the U.S. ~~net~~ deferred tax ~~asset; 3)~~assets, net; (iii) taxes owed in foreign jurisdictions such as the United Kingdom, Canada and Italy; and, 4)(iv) taxes owed in state and local jurisdictions such as New York, New York City, ~~taxes.~~Colorado and Tennessee.

~~In December 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted. The TCJA included:~~

~~· A one-time tax on the deemed repatriation of post-1986 untaxed foreign earnings and profits (“E&P”);~~

~~· A reduction in the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017;~~

~~· Introduction of a territorial tax system beginning in 2018 by providing for a 100% dividend received deduction on certain qualified dividends from foreign subsidiaries.~~

In the fourth quarter of 2017, we recorded an adjustment of $2.9 million to revalue our net deferred tax asset based on a 21% corporate tax rate, which was entirely offset by a reduction in our valuation allowance. Additionally, we recorded a provisional amount of $1.9 million to account for the deemed repatriation of E&P. Due to the complexities involved in accounting for the enactment of the TCJA, SEC Staff Accounting Bulletin 118 allows companies to record provisional estimates of the impacts of the TCJA during a measurement period of up to one year from the enactment date. We used the retained earnings of our foreign subsidiaries as a proxy to estimate the one-time tax on the deemed repatriation of E&P because we believe that typical E&P adjustments for items such as depreciation, certain reserves and tax-exemptNet income and other nondeductible expenses will be immaterial. We will conduct a comprehensive E&P analysis before filing its 2017 tax return. Only after the completion of that analysis will we be able to determine with certainty the tax effect of the deemed E&P repatriation. Any adjustment to the provisional amount will be included as a tax adjustment to continuing operations in 2018.

FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can elect to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. We have elected to recognize the resulting tax on GILTI as an expense in the period the tax is incurred and expect to incur no tax for the year ended December 31, 2018 due to the availability of foreign tax credits and net operating losses.

~~Net loss~~ attributable to noncontrolling interest. Net income attributable to noncontrolling interest was ~~$0.1~~approximately $0.2 million ~~and~~ $0.1 million for the three months ended June 30, ~~2017~~2019 and 2018, respectively. ~~Our noncontrolling interests relate to outside ownerships~~

Results of ~~a restaurant and outdoor rooftop operation in New York City.~~

~~Six Months Ended June 30, 2018 Compared to~~Operations for the Six Months Ended June 30, ~~2017~~2019 and June 30, 2018

Revenues

Owned restaurant net revenues. Owned restaurant net revenues increased ~~$1.7~~$6.0 million, or ~~5.8%~~19.6%, ~~from $28.9~~to $36.6 million for the six months ended June 30, ~~2017 to~~2019 from $30.6 million for the six months ended June 30, 2018. This increase was primarily due to increased sales at our ~~New York, Orlando~~existing, owned locations and ~~Atlanta locations, partially offset by decreased sales at~~the opening of our ~~Denver, Colorado location. Comparable owned STK unit sales~~restaurants in San Diego, California in July 2018 and Nashville, Tennessee in March 2019. SSS increased ~~7.4% and~~9.1% with an average check ~~increased 1.7%~~increase of 1.9% for the six months ended June 30, ~~2018. We believe that sales at our Denver location have decreased due~~2019 compared to ~~higher than normal sales volume for~~ the six months ended June 30, ~~2017.~~2018. Our Denver location, which opened in January ~~2017. Typically, new restaurants open with an initial start-up period of higher than normalized sales volumes (referred to~~2017, was considered a comparable location for SSS in the ~~restaurant industry as the “honeymoon” period).~~six months ended June 30, 2019. To drive revenue, among several strategies, we have ~~recently begun opening our restaurants earlier to take advantage of happy hour/~~emphasized happy-hour and pre-dinner time frames. We have also emphasized group dining and increased efforts in digital marketing.

Owned food, beverage and other revenues. Owned food, beverage and other revenues ~~decreased $2.2~~increased $0.3 million, or ~~35.3%~~7.3%, ~~from $6.3~~to $4.4 million for the six months ended June 30, ~~2017 to~~2019 from $4.1 million for the six months ended June 30, 2018. ~~In 2017, we hosted a party~~The increase in revenue was primarily related to the 2019 Super Bowl activities in Atlanta, Georgia for ~~the Super Bowl. The party contributed $1.8 million of revenue in 2017. We did~~which there was not ~~have~~ a similar event in 2018. ~~The remaining decrease can be attributed to decreased restaurant~~

Management and ~~banquet revenue from our operation in Beverly Hills, California.~~

license fee revenue.Management ~~license~~ and ~~incentive fee revenues.~~ ~~Revenue generated from the restaurants and lounges we operate under management or~~ license ~~agreements, and from F&B services at hospitality venues affects the amount of management and incentive fees that we earn. Management, license and incentive~~ fee revenues ~~remained flat at~~increased $0.2 million, or 3.9%, to $5.3 million for the six months ended June 30, 2019 from $5.1 million for the six months ended June 30, ~~2017 compared~~2018. Management and license fee revenues increased related to new STK licensed locations that opened in the ~~six months ended June~~second half of 2018 or in 2019, including in Mexico City, Mexico, Dubai, United Arab Emirates, and Doha, Qatar. This increase was partially offset by the loss of management fee revenue from the One 29 Park, LLC management agreement, which terminated on September 30, 2018, as ~~an increase in~~well as negative currency effects of a weaker British Pound and Euro related to our ~~management~~managed and incentive fee revenue at our STK in Las Vegas (Nevada) was offset by decreased revenue from our operations in London (United Kingdom) and Milan (Italy) due to the timing and estimation of incentive fee revenuelicense locations in the ~~prior year.~~

~~Costs~~United Kingdom and ~~Expenses~~Italy.

Cost and Expenses

Owned restaurant cost of sales. Food and beverage costs for owned restaurants increased ~~$0.4~~approximately $1.5 million, or ~~4.6%~~18.5%, ~~from $7.7~~to $9.6 million for the six months ended June 30, ~~2017 to~~2019 from $8.1 million for the six months ended June 30, 2018. This increase was primarily due to increased sales at our existing, owned ~~locations.~~locations and the opening of our restaurants in San Diego, California in July 2018 and Nashville, Tennessee in March 2019. As a percentage of owned restaurant net revenues, cost of sales decreased from ~~26.7% for the six months ended June 30, 2017 to~~ 26.4% for the six months ended June 30, ~~2018. The decrease in~~2018 to 26.3% for the ~~percentage~~six months ended June 30, 2019 primarily due to the positive impacts of ~~food and beverage costs as a percentage of food and beverage sales was due to~~operating initiatives coupled with selective price increases that we implemented in January ~~2018.~~2019. This increase was partially offset by inflation of food prices and an increased sales mix of food to beverage sales. Food revenues as a percentage of total food and beverage revenues were approximately ~~63%~~65% and ~~59%~~63% for the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. Food costs as a percentage of food revenues are typically higher than beverage costs as a percentage of beverage revenues.

Owned restaurant operating expenses.Owned restaurant operating expenses ~~remained flat at~~increased $4.0 million, or 21.3%, to $22.8 million for the six months ended June 30, 2019 from $18.8 million for the six months ended June 30, ~~2018 compared to the six months ended June 30, 2017.~~2018. As a percentage of owned restaurant net revenues, owned restaurant operating expenses ~~decreased 350~~increased 80 basis points ~~from 64.9%~~to 62.2% for the six months ended June 30, ~~2017 to~~2019 from 61.4% for the six months ended June 30, ~~2018. This improvement was due to~~2018 primarily as a result of the ~~leverage~~openings of ~~comparable sales growth~~two owned STK restaurants in San Diego, California in July 2018 and ~~a continued focus on labor and spending efficiency. Our cost saving initiatives are aimed to offset minimum wage increases~~Nashville, Tennessee in March 2019.

Owned food, beverage and other expenses. Owned food, beverage and other expenses ~~decreased $1.5~~increased $0.8 million, or ~~29.3%~~21.6%, ~~from $5.3~~to $4.5 million for the six months ended June 30, ~~2017 to~~2019 from $3.7 million for the six months ended June 30, 2018. ~~This decrease~~The increase in expense was primarily ~~due~~related to ~~costs associated with~~ the 2019 Super Bowl activities in Atlanta, Georgia for which there was not a similar event ~~that we held~~ in ~~2017 that we did not hold~~2018, and increased marketing activities from our major off-site events group in ~~2018.~~the second quarter of 2019.

General and administrative. General and administrative costs decreased ~~$0.5~~$0.3 million, or ~~8.7% from $6.2~~5.3%, to $5.4 million for the six months ended June 30, ~~2017 to~~2019 from $5.7 million for the six months ended June 30, 2018. The decrease was primarily due ~~primarily~~ to ~~payroll savings of $0.9 million resulting from 2017~~headcount reductions in ~~headcount, partially offset by increased~~2018 as well as reduced external professional ~~fees associated with the completion of the 2017 annual financial statement audit of approximately $0.5 million.~~fees. General and administrative costs as a percentage of total revenues decreased from ~~15.4% for the six months ended June 30, 2017 to~~ 14.2% for the six months ended June 30, ~~2018. General and administrative expenses before audit-related fees were 13.0% of revenue~~2018 to 11.5% for the six months ended June 30, ~~2018.~~2019.

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~~Settlements.~~ ~~For~~Depreciation and amortization. Depreciation and amortization expense increased approximately $0.2 million, or 11.8%, to $1.9 million for the six months ended June 30, 2017, we recorded $0.8 million of settlements. These settlements related to two class action lawsuits that were brought against our equity investees and represent our portion of the overall settlement.

~~Depreciation and amortization.~~ ~~Depreciation and amortization expense remained flat at~~2019 from $1.7 million for the six months ended June 30, 2018. The increase was primarily related to the opening of our restaurant in San Diego, California in July 2018 and our restaurant in Nashville, Tennessee in March 2019.

Lease termination expense and asset write-offs. Lease termination expense and asset write-offs for each of the six months ending June 30, 2019 and 2018 were $0.1 million. These costs are associated with closed, abandoned and disputed locations or leases.

Pre-opening expenses. Pre-opening expenses for the six months ended June 30, 2019 were $0.5 million compared to pre-opening expenses of $0.9 million for the six months ended June 30, 2018. In 2018, preopening expenses were primarily related to the development of our restaurant in San Diego, California, which opened in July 2018. In 2019, our preopening expenses related to the opening related expenses of our STK restaurant in Nashville, Tennessee, which opened in March 2019.

~~Lease termination expense and asset write-offs.~~~~Lease termination expense and asset write-offs~~Transaction costs. In the six months ended June 30, 2019, we incurred transaction costs of approximately ~~$0.5~~$0.2 million ~~and~~primarily related to internal costs associated to entering into the Credit Agreement with Bank of America, N.A. on May 15, 2019 as well as preparation costs for our Form S-8 related to shareholder approved changes to the employee equity compensation plan. Refer to Note 6 to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for details related to the Credit Agreement.

Equity in income of investee companies. Equity in income of investee companies was approximately $0.1 million for the six months ended June 30, ~~2017 and June 30, 2018, respectively, were for charges we incurred for the development~~2018. We did not recognize any equity in income of future company-owned restaurants that we decided to not pursue further as we have decided to move forward with a capital light strategy. In 2017, the Company determined that it would not open venues in Austin and Dallas, Texas. As of June 30, 2018, we have accrued for approximately $1.5 million of future lease payments, net of expected sublease income.

~~Pre-opening expenses.~~ ~~Pre-opening expenses~~investee companies for the six months ended June 30, 2019. Refer to Note 8 of our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information on our nonconsolidated investments.

Interest expense, net of interest income. Interest expense, net of interest income was approximately $0.5 million and $0.6 million for the six months ending June 30, 2019 and 2018, ~~were $0.9~~respectively.

Loss on early debt extinguishment.On May 15, 2019, in conjunction with entering into a Credit Agreement with Bank of America, N.A., we prepaid the outstanding debt balances to early extinguish the $2.6 million ~~compared~~of outstanding term loans with BankUnited, the $5.3 million of outstanding promissory notes with Anson Investments Master Fund LP, and the $1.0 million outstanding promissory note with 2235570 Ontario Limited. We recognized a $0.4 million loss on debt extinguishment primarily caused by the recognition of the unamortized discounts related to ~~pre-opening expenses~~warrants issued with the promissory notes and the recognition of ~~$1.2 million in the prior year period. Preopening expenses were primarily due~~unamortized debt issuance costs related to the ~~development of our restaurants at the Andaz Hotel in San Diego, California, which opened in July 2018, and the opening of our restaurant in Denver, Colorado in January 2017.~~debt extinguished.

~~Transaction costs.~~ ~~Transaction costs were $0.3 million~~Provision for income taxes. The provision for income taxes for the six months ended June 30, ~~2017. These costs included professional and other expenses related~~2019 was tax expense of $81.0 thousand compared to ~~the evaluation of strategic alternatives and capital raising activities. The evaluation was completed in 2017.~~

~~Other income~~. For the six months ended June 30, 2018, we recorded a gain of $0.2 million on the sale of our 10% interest in One 29 Park. One 29 Park operates a restaurant and manages the rooftop of a hotel located in New York, NY.

~~Interest expense, net of interest income~~.~~Interest expense, net of interest income, increased $0.1 million from $0.5 million~~$194.0 thousand for the six months ended June 30 ~~2017 to $0.6 million for the six months ended June 30, 2018 due primarily to the capitalization of interest towards our development projects.~~

~~Provision for income taxes~~., 2018. Our annual effective ~~income~~ tax rate was 10.2% and 31.0% for the six months ended June 30, ~~compared to an effective tax rate of -7.5% for the six months ended March 31, 2017.~~2019 and 2018, respectively. Our projected annual effective tax rate differs from the statutory U.S. tax rate of 21% primarily ~~for~~due to the ~~following reasons: 1)~~following: (i) availability of U.S. ~~carryforward NOLs, which results~~net operating loss carryforwards, resulting in no federal ~~or state~~income taxes; 2)(ii) a full valuation allowance on the U.S. ~~net~~ deferred tax ~~asset; 3)~~assets, net; (iii) taxes owed in foreign jurisdictions such as the United Kingdom, Canada and Italy; and, 4)(iv) taxes owed in state and local jurisdictions such as New York, New York City, ~~taxes owed.~~Colorado and Tennessee.

~~Please refer~~Net income attributable to ~~Note 11 of our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for details on the impacts of the TCJA on our financial position and results of operations.~~

~~Income (loss) from discontinued operations, net of taxes~~noncontrolling interest. ~~Prior~~Net income attributable to 2015, we decided to cease operations in six of our locations. Expenses for these operations are presented as loss from discontinued operations and represent the winding down of these operations. Income from discontinued operationsnoncontrolling interest was less than $0.1 million for each of the six months ended June 30, ~~2017.~~

~~Net income (loss) attributable to noncontrolling interest~~. Net income attributable to our noncontrolling interests was approximately $20,000 for the six months ended June 30, 2018 compared to a net loss attributable to our noncontrolling interests of $0.1 million for the six months ended June 30, 2017. Our noncontrolling interests primarily relate to outside ownerships of a restaurant2019 and ~~outdoor rooftop operation in New York City.~~2018.

Liquidity and Capital Resources

On May 15, 2019, we entered into a Credit Agreement with Bank of America, N.A. The Credit Agreement provides for a secured revolving credit facility of $10.0 million and a $10.0 million term loan. The term loan is payable in quarterly installments, with the final payment due in May 2024. The revolving credit facility also matures in May 2024.

The Credit Agreement contains several financial covenants, including (a) a maximum consolidated leverage ratio of (i) 4.75 to 1.00 as of the end of any fiscal quarter ending on or prior to June 30, 2020 and (ii) 4.50 to 1.00 as of the end of any fiscal quarter thereafter and (b) a minimum consolidated fixed charge coverage ratio of 1.35 to 1.00.

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rate per annum using the applicable indices plus a varying interest rate margin of between 2.75% and 3.50% (for LIBOR rate loans) and 1.75% and 2.50% (for base rate loans).

In conjunction with entering into the Credit Agreement on May 15, 2019, we prepaid the outstanding debt balances to early extinguish the $2.6 million of outstanding term loans with BankUnited, the $5.3 million of outstanding promissory notes with Anson Investments Master Fund LP, and the $1.0 million outstanding promissory note with 2235570 Ontario Limited. We recognized a $0.4 million loss on debt extinguishment within other expenses, net on the consolidated statements of operations and comprehensive income, primarily caused by the recognition of the unamortized discounts related to warrants issued with the promissory notes and the recognition of unamortized debt issuance costs related to the debt extinguished. Additionally, we prepaid the $1.2 million of outstanding cash advances due to the TOG Liquidation Trust, a related party.

Our principal liquidity requirements are to meet our lease obligations, our working capital and capital expenditure needs and to pay principal and interest on our outstanding indebtedness. Subject to our operating performance, which, if significantly adversely affected, would adversely affect the availability of funds, we expect to finance our operations for at least the next 12 months, ~~following the issuance of the consolidated financial statements,~~ including costs of opening currently planned new restaurants, through cash provided by operations, borrowings on our Credit Facility and construction allowances provided by landlords of certain locations.

~~We cannot be sure that these sources will be sufficient~~In the context of our current debt structure and projected cash needs, we believe the combination of our cash provided by operations and our credit capacity under our Credit Agreement are adequate to ~~finance~~support our immediate business operations ~~throughout this period~~ and ~~beyond, however, and we may seek additional financing in the future, which may or may not be available on terms and conditions satisfactory to us, or at all.~~plans. As of June 30, ~~2018,~~2019, we had cash and cash equivalents of approximately ~~$0.9~~$0.8 million.

We expect that our capital expenditures, ~~during fiscal 2018~~net of amounts received as landlord incentives, in 2019 will be ~~significantly~~ less than prior years because we ~~plan to open~~expect that that the Nashville, Tennessee STK restaurant will be the only ~~one to two~~ new, owned ~~STK~~restaurant we open in 2019. In the six months ended June 30, 2019, we have received approximately $0.5 million of landlord incentives which were primarily used to fund capital expenditures for the construction of new, owned restaurants. We currently anticipate our total capital expenditures for ~~2018,~~2019, inclusive of all maintenance expenditures, will be approximately ~~$3.0~~$3.5 million.

We expect to fund our anticipated capital expenditures for 2019 with current cash on hand, expected cash flows from operations, proceeds from expected tenant improvement allowances, and borrowings under our Credit Facility. Our future cash requirements will depend on many factors, including the pace of our expansion, conditions in the retail property development market, construction costs, the nature of the specific sites selected for new restaurants, and the nature of the specific leases and associated tenant improvement allowances available, if any, as negotiated with landlords.

Under our current capital light strategy, we plan to enter into management and license agreements for the operation of STKs where we are not required to contribute significant capital upfront. We expect to rely on our cash flow from operations and continued financing to fund the majority of our planned capital expenditures for 2019.

Our operations have not required significant working capital, and, like many restaurant companies, we have negative working capital. Revenues are received primarily in credit card or cash receipts and restaurant operations do not require significant receivables or inventories, other than our wine inventory. In addition, we receive trade credit for the purchase of food, beverages and supplies, thereby reducing the need for incremental working capital to support growth.

Cash Flows

The following table summarizes the statement of cash flows for the six months ended June 30, ~~2018~~2019 and ~~2017~~June 30, 2018 (in thousands):


	Six Months Ended June 30,						For the six months ended June 30,
	2018			2017			2019		2018
Net cash provided by (used in):
Operating activities	$	2,333		$	4,815		$	2,144	$	2,333
Investing activities		(1,326	)		(3,925	)		(2,917)		(1,326)
Financing activities		(1,638	)		(1,018	)		270		(1,638)
Effect of exchange rate changes on cash		16			71			(290)		16
Net decrease in cash and cash equivalents	$	(615	)	$	(57	)
Net increase in cash and cash equivalents							$	(793)	$	(615)

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Operating Activities

Net cash provided by operating activities was ~~$2.3 million and $4.8~~$2.1 million for the six months ended June 30, ~~2018 and 2017, respectively. We attribute a majority of this change~~2019 compared to ~~the payment of accounts payable and the reduction of accrued expenses~~$2.3 million for the six months ended June 30, 2018. The decrease was primarily attributable changes within our working capital accounts, primarily reductions in our accrued expenses, partially offset by improvements in net income and due to increased domestic SSS and the openings of our owned STK restaurants in San Diego, California and Nashville, Tennessee in July 2018 ~~which we paid with the proceeds from a stock offering completed late in 2017~~ and ~~improved cash flows at our restaurants.~~

March 2019, respectively.

Investing Activities

Net cash used in investing activities for the six months ended June 30, ~~2018~~2019 was $2.9 million compared to net cash provided by investing activities of $1.3 ~~million. We purchased $1.9~~ million for the six months ended June 30, 2018. The difference was attributable to increased capital expenditures in 2019 for purchases of ~~fixed assets,~~property and equipment, primarily ~~in connection with~~related to the construction of our owned restaurants and general capital expenditures of existing restaurants. In the six months ended June 30, 2019, we received $0.5 million of landlord incentives which were primarily used to fund capital expenditures for the construction of new, ~~STK at~~owned restaurants. The receipt of the ~~Andaz Hotel~~landlord incentives were reflected within the change in ~~San Diego, California. These purchases were partially offset~~operating lease liabilities and right-of-use assets within net cash provided by operating activities. In the six months ended June 30, 2018, we received of $0.6 million ~~that we received for~~of proceeds related to the sale of our interest in One 29 Park, a restaurant and rooftop bar located in a New York City hotel.

Net cash used in investing activities for the six months ended June 30, 2017 was $3.9 million, consisting primarily of property and equipment purchases related to the construction of new restaurants and general capital expenditures at existing restaurants.

Financing Activities

Net cash ~~used in~~provided by financing activities for the six months ended June 30, ~~2018~~2019 was ~~$1.6~~$0.3 million ~~which related~~compared to ~~scheduled debt payments on our outstanding debt.~~

~~Net~~net cash used in financing activities ~~for~~of $1.6 million in the six months ended June 30, ~~2017 was $1.0 million. We received~~2018. On May 15, 2019, we entered into a Credit Agreement with Bank of America, N.A, which provides for a secured revolving credit facility of $10.0 million and a $10.0 million term loan, incurring $0.4 million of debt issuance costs. In conjunction with entering into the Credit Agreement, we prepaid the outstanding debt balances to early extinguish the $2.6 million of outstanding term loans with BankUnited, the $5.3 million of outstanding promissory notes with Anson Investments Master Fund LP, and the $1.0 million ~~in proceeds from~~outstanding promissory note with 2235570 Ontario Limited as well as prepaid the $1.2 million of outstanding cash advances due to the TOG Liquidation Trust, a ~~short-term loan agreement. These proceeds were partially offset by third party debt payments of $2.0 million.~~related party.

~~Covenants~~

We are subject to a number of customary covenants under our term loan agreements, including limitations on additional borrowings and requirements to maintain certain financial ratios. As of June 30, 2018, we were in compliance with all debt covenants.

Capital Expenditures and Lease Arrangements

To the extent we open new company-owned restaurants, we anticipate capital expenditures would increase from the amounts described in “Investing Activities” above. Although we are committed to our capital light strategy, in which our capital investment is expected to be limited, we are willing to consider ~~a variety of operating models~~opening owned restaurants as ~~new~~ opportunities arise. WeFor owned restaurants, we have typically targeted an average cash investment of approximately $3.8 million for a 10,000 square-foot STK restaurant, ~~in each case~~ net of landlord contributions and equipment financing and excluding pre-opening costs. In addition, some of our existing ~~units~~restaurants will require capital improvements to either maintain or improve the facilities. We may add seating or provide enclosures for outdoor space in the next twelve months ~~for~~at some of our ~~units.~~locations.

Our hospitality F&B services projects typically require limited capital investment from us. Capital expenditures for these projects will primarily be funded by cash flows from operations and equipment financing, depending upon the timing of these expenditures and cash availability.

We typically seek to lease our restaurant locations for periods of 10 to 20 years under operating lease arrangements, with a limited number of renewal options. Our rent structure varies from lease to lease, but our leases generally provide for the payment of both minimum and contingent (percentage) rent based on sales, as well as other expenses related to the leases (for example, our pro-rata share of common area maintenance, property tax and insurance expenses). Many of our lease arrangements include the opportunity to secure tenant improvement allowances to partially offset the cost of developing and opening the related restaurants. Generally, landlords recover the cost of such allowances from increased minimum rents. However, there can be no assurance that such allowances will be available to us on each project that we select for development.

Loan Agreements

As of June 30, 2019, our long-term debt consisted of a term loan, a revolving credit facility and equipment financing agreements for which no additional financing was available. In 2019, we made principal payments of approximately $10.3 million towards our long-term debt, which includes $8.9 million of early debt extinguishment payments. As of June 30, 2019, we had approximately $12.7 million of outstanding debt to third parties.

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The Credit Agreement with Bank of America, N.A., contains customary representations, warranties and conditions to borrowing including customary affirmative and negative covenants, which include covenants that limit or restrict our ability to incur indebtedness and other obligations, grant liens to secure obligations, make investments, merge or consolidate, and dispose of assets outside the ordinary course of business, in each case subject to customary exceptions for credit facilities of this size and type. As of June 30, 2019, we are in compliance with the covenants required by the Credit Agreement. Based on current projections, we believe that we will continue to comply with such covenants throughout the twelve months following the issuance of the financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of ~~SEC~~ Regulation S-K.

Recent Accounting Pronouncements

See Note ~~3, recent accounting pronouncements,~~1 to ~~the~~our consolidated financial statements ~~included~~set forth in Item ~~1 of Part~~ 1 of this Quarterly Report on Form 10-Q for a detailed description of recent accounting pronouncements. ~~See~~We do not expect the recent accounting pronouncements discussed in Note 81 to ~~the~~have a significant impact on our consolidated financial ~~statements included in Item~~position or results of operations.

As of January 1, ~~of Part I of this Quarterly Report on Form 10-Q for information regarding the adoption of~~2019, we adopted Accounting Standard Codification Topic ~~606 “Revenue from Contracts With Customers”~~842, Leases, (“ASC Topic 842”). ~~There were no other material changes from what was previously disclosed in~~Refer to Note 212 to our consolidated financial statements set forth in Item 81 of ~~our 2017~~this Quarterly Report on Form ~~10-K.~~10-Q for a detailed description of the impact of implementing ASC Topic 842.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our ~~chief executive officer~~Chief Executive Officer and ~~chief financial officer, evaluated~~Chief Financial Officer, carried out an evaluation as of the last day of the period covered by this Quarterly Report on Form 10-Q of the effectiveness of the design and operation of our disclosure controls and procedures as ~~of June 30, 2018. The term “disclosure controls and procedures,” as~~ defined in ~~Rules~~Rule 13a-15(e) ~~and 15d-15(e) under~~of the Securities Exchange Act of 1934, ~~(the “Exchange~~as amended (“Exchange Act”)~~, means~~. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and ~~other~~ procedures ~~of a company that~~(a) are ~~designed~~effective to ensure that information required to be disclosed by ~~a company~~us in ~~the~~ reports ~~that it files~~filed or ~~submits~~submitted under the Exchange Act is timely recorded, processed, summarized and reported ~~within the time periods specified in the SEC’s rules~~ and ~~forms. Disclosure controls and procedures~~(b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by ~~a company~~us in ~~the~~ reports ~~that it files~~filed or ~~submits~~submitted under the Exchange Act is accumulated and communicated to ~~the company’s~~our management, including ~~its principal executive~~our Chief Executive Officer and ~~principal financial officers,~~Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2018, our chief executive officer and our chief financial officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.

As disclosed in our 2017 Form 10-K, our management concluded that our internal control over financial reporting was not effective at December 31, 2017. Our internal control over financial reporting was also not effective as of June 30, 2018.

~~Remedial Measures~~

We are in the process of remediating the identified deficiencies in internal control over financial reporting. However, we have not completed all of the corrective remediation actions that we believe are necessary.

We are taking appropriate and reasonable steps to make necessary improvements to our internal controls over the financial statement close and reporting process. We expect that our remediation efforts, including design, implementation and testing, will continue throughout 2018, although the material weakness in our internal controls will not be considered remediated until our controls are operational for a period of time, tested, and management concludes that these controls are properly designed and operating effectively.

Changes in Internal Controls

~~During the quarter ended June 30, 2018, the Company transitioned its accounting and accounts payable transaction processing functions to an outside service provider.~~ There ~~have been~~were no ~~other~~ changes in our internal control over financial reporting, ~~(as~~as defined in Rules ~~13(a)-15(f)~~13a-15(f) and 15d-15(f) under the Exchange ~~Act)~~Act, that ~~have~~ occurred during the ~~quarterly period ended June 30, 2018~~second quarter of 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting, except for our remediation efforts described above.~~

reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to claims common to our industry and ~~legal actions~~ in the ordinary course of our business, including ~~claims by or against~~lease disputes and employee-related matter. Companies in our ~~licensees, employees, former employees~~industry, including us, have been and ~~others.~~are subject to class action lawsuits, primarily regarding compliance with labor laws and regulations. Defending lawsuits requires significant management attention and financial resources and the outcome of any litigation is inherently uncertain. We believe that accruals for these matters are adequately provided for in our consolidated financial statements. We do not believe ~~that any currently pending or threatened matter would~~the ultimate resolutions of these matters will have a material adverse effect on our ~~business,~~consolidated financial position and results of ~~operations~~operations. However, the resolution of lawsuits is difficult to predict. A significant increase in the number of these claims, or one or more successful claims under which we incur greater liabilities than is currently anticipated, could materially and adversely affect our consolidated financial ~~condition.~~statements.

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Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

~~Exhibit~~		~~Description~~
Exhibit		Description
3.1		Amended and Restated Certificate of Incorporation (Incorporated by reference to Form 8-K filed on June 6,5, 2014).

3.2		Amended and Restated Bylaws (Incorporated by reference to Form 8-K filed on October 25, 2011).
10.1		Credit Agreement with Bank of America, N.A. dated as of May 15, 2019 (Incorporated by reference to Form 8-K filed on May 16, 2019).
10.2		The ONE Group Hospitality, Inc. 2019 Equity Incentive Plan (Incorporated by reference to Form 8-K filed on June 6, 2019).
31.1*		Certification of ~~the Company’s Principal~~Chief Executive Officer pursuant to Section 302 of the ~~Sarbanes-Oxley~~Sarbanes – Oxley Act of 2002 ~~with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.~~
31.2*
~~31.2~~		Certification of ~~the Company’s Principal~~Chief Financial Officer pursuant to Section 302 of the ~~Sarbanes-Oxley~~Sarbanes – Oxley Act of 2002 ~~with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.~~
32.1*
~~32.1~~		Certification of ~~the Company’s Principal~~Chief Executive Officer ~~pursuant to 18 U.S.C. Section 1350, as adopted~~ pursuant to Section 906 of the ~~Sarbanes-Oxley~~Sarbanes – Oxley Act of ~~2002.~~

~~32.2~~		~~Certification of the Company’s Principal Financial Officer pursuant to~~2002, 18 U.S.C. Section ~~1350, as adopted~~1350.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the ~~Sarbanes-Oxley~~Sarbanes – Oxley Act of ~~2002.~~2002, 18 U.S.C. Section 1350.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
~~101.1~~ 101.DEF*		The following information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 formatted in XBRL: (i) Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017; (ii) Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017 (unaudited); (iii) Statement of Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2018; (iv) Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (unaudited) and (v) Notes to Financial Statements (unaudited). XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document

*Filed herewith.

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SIGNATURES~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Dated: August 14, 2018~~


Dated: August 8, 2019

	THE ONE GROUP HOSPITALITY, INC.

	By:	/s/ ~~Linda Siluk~~Tyler Loy
		~~Linda Siluk~~
		~~Interim~~ Tyler Loy, Chief Financial Officer