Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 31, 2014 | Jun. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Entity Registrant Name | 'COMMITTED CAPITAL ACQUISITION Corp | ' | ' |
Entity Central Index Key | '0001399520 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 24,946,739 | ' |
Entity Public Float | ' | ' | $29,468,750 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $11,681,086 | $1,043,730 |
Accounts receivable, net | 2,923,754 | 3,393,933 |
Inventory | 978,392 | 1,366,181 |
Other current assets | 832,951 | 312,885 |
Due from related parties | 245,280 | 51,771 |
Total current assets | 16,661,463 | 6,168,500 |
Property & equipment, net | 13,445,413 | 13,635,482 |
Investments | 2,539,272 | 1,933,783 |
Deferred tax assets | 232,694 | 349,382 |
Other assets | 1,333,432 | 925,389 |
Security deposits | 984,657 | 974,757 |
Total assets | 35,196,931 | 23,987,293 |
Current liabilities: | ' | ' |
Cash overdraft | 256,843 | 575,041 |
Notes payable, current portion | 15,000 | 320,000 |
Member loans, current portion | ' | 5,027,613 |
Line of credit | 4,316,865 | 2,477,778 |
Accounts payable | 2,706,027 | 4,405,850 |
Accrued expenses | 3,137,207 | 2,414,131 |
Due to related parties | 27,979 | 518,366 |
Deferred revenue | 27,527 | 47,528 |
Total current liabilities | 10,487,448 | 15,786,307 |
Notes payable, net of current portion | ' | 15,000 |
Other long-term liabilities | 39,750 | 39,750 |
Derivative liability | 10,095,000 | ' |
Deferred rent payable | 6,348,097 | 5,657,489 |
Total liabilities | 26,970,295 | 21,498,546 |
Common stock, $0.0001 par value, 75,000,000 shares authorized; 24,946,739 and 11,631,400 shares issued and outstanding at December 31, 2013 and 2012, respectively | 2,495 | 1,163 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2013 and 2012, respectively | ' | ' |
Additional paid in capital | 30,502,656 | -1,039,908 |
Accumulated deficit | -22,635,560 | ' |
Accumulated other comprehensive (loss) income | 49,402 | -12,092 |
Total stockholders' equity | 7,918,993 | -1,050,837 |
Noncontrolling interest | 307,643 | 3,539,584 |
Total stockholders' equity including noncontrolling interest | 8,226,636 | 2,488,747 |
Total Liabilities and Equity | $35,196,931 | $23,987,293 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CONDENSED BALANCE SHEETS [Abstract] | ' | ' |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 24,946,739 | 11,631,400 |
Common stock, shares outstanding | 24,946,739 | 11,631,400 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Owned unit net revenues | $38,648,050 | $56,429,452 |
Management and incentive fee revenue | 7,336,629 | 3,691,270 |
Total revenue | 45,984,679 | 60,120,722 |
Owned operating expenses: | ' | ' |
Food and beverage costs | 9,998,422 | 14,262,858 |
Unit operating expenses | 24,737,402 | 32,605,580 |
General and administrative | 10,777,805 | 2,207,600 |
Depreciation and amortization | 1,631,515 | 7,363,294 |
Management and royalty fees | 144,127 | 340,603 |
Pre-opening expenses | 848,566 | 139,541 |
Transaction costs | 4,597,738 | ' |
(Income) loss on equity method investments | -948,852 | 77,361 |
Derivative expense | 10,095,000 | ' |
Interest expense, net of interest income | 768,152 | 688,564 |
Other income | -684,233 | -4,811,246 |
Total costs and expenses | 61,965,642 | 52,874,155 |
(Loss) income from continuing operations before provision for income taxes | -15,980,963 | 7,246,567 |
Provision for income taxes | 492,895 | 13,802 |
(Loss) income from continuing operations | -16,473,858 | 7,232,765 |
Loss from discontinued operations, net of taxes | 5,379,617 | 10,024,879 |
Net loss | -21,853,475 | -2,792,114 |
Less: net loss attributable to noncontrolling interest | -384,261 | -446,046 |
Net loss attributable to Committed Capital Acquisition Corporation | -21,469,214 | -2,346,068 |
Other comprehensive income (loss) | ' | ' |
Currency translation adjustment | 61,494 | -12,092 |
Comprehensive loss | ($21,407,720) | ($2,358,160) |
Basic and diluted (loss) income per share: | ' | ' |
Continuing operations | ($1.14) | $0.62 |
Discontinued operations | ($0.37) | ($0.86) |
Net loss attributable to Committed Capital Acquisition Corporation | ($1.49) | ($0.20) |
Shares used in computing basic and diluted (loss) income per share | 14,440,389 | 11,631,400 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Accumulated Capital [Member] | Comprehensive deficit [Member] | Accumulated other stockholder's (loss) income [Member] | Total Noncontrolling Equity [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2011 | $8,853,042 | $1,163 | $1,754,100 | ' | ' | $1,755,263 | $7,097,779 |
Balance, shares at Dec. 31, 2011 | ' | 11,631,400 | ' | ' | ' | ' | ' |
Members' contribution | 1,629,504 | ' | ' | ' | ' | ' | 1,629,504 |
Members' distributions | -5,189,593 | ' | -447,940 | ' | ' | -447,940 | -4,741,653 |
Gain (loss) on foreign currency translation, net | -12,092 | ' | ' | ' | -12,092 | -12,092 | ' |
Net loss | -2,792,114 | ' | -2,346,068 | ' | ' | -2,346,068 | -446,046 |
Balance at Dec. 31, 2012 | 2,488,747 | 1,163 | -1,039,908 | ' | -12,092 | -1,050,837 | 3,539,584 |
Balance, shares at Dec. 31, 2012 | 11,631,400 | 11,631,400 | ' | ' | ' | ' | ' |
Merger of The ONE Group into Committed Capital Acquisition Corporation | 27,203,217 | 913 | 28,368,650 | -1,166,346 | ' | 27,203,217 | ' |
Merger of The ONE Group into Committed Capital Acquisition Corporation, shares | ' | 9,125,000 | ' | ' | ' | ' | ' |
Payment to TOG members | -11,750,000 | ' | -11,750,000 | ' | ' | -11,750,000 | ' |
Equity offering | 13,251,514 | 313 | 13,251,201 | ' | ' | 13,251,514 | ' |
Equity offering, shares | ' | 3,131,339 | ' | ' | ' | ' | ' |
Control premium | 5,000,000 | 100 | 4,999,900 | ' | ' | 5,000,000 | ' |
Control premium, shares | ' | 1,000,000 | ' | ' | ' | ' | ' |
Issuance of restricted stock | 295,000 | 6 | 294,994 | ' | ' | 295,000 | ' |
Issuance of restricted stock, shares | ' | 59,000 | ' | ' | ' | ' | ' |
Issuance of stock-based compensation | 55,546 | ' | 55,546 | ' | ' | 55,546 | ' |
Purchase of non-controlling interest | -5,662,000 | ' | -3,109,392 | ' | ' | -3,109,392 | -2,552,608 |
Members' contribution | 520,000 | ' | ' | ' | ' | ' | 520,000 |
Members' distributions | -1,383,407 | ' | -568,335 | ' | ' | -568,335 | -815,072 |
Gain (loss) on foreign currency translation, net | 61,494 | ' | ' | ' | 61,494 | 61,494 | ' |
Net loss | -21,853,475 | ' | ' | -21,469,214 | ' | -21,469,214 | -384,261 |
Balance at Dec. 31, 2013 | $8,226,636 | $2,495 | $30,502,656 | ($22,635,560) | $49,402 | $7,918,993 | $307,643 |
Balance, shares at Dec. 31, 2013 | 24,946,739 | 24,946,739 | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities: | ' | ' |
Net loss | ($21,853,475) | ($2,792,114) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization | 1,669,823 | 7,457,525 |
Deferred rent payable | 690,608 | -1,053,685 |
Deferred taxes | 116,688 | -273,584 |
Accrued interest on member loans | ' | 281,180 |
(Income) loss on equity method investments | -948,852 | 77,361 |
Impairment | ' | 5,133,552 |
Loss on disposal of assets | ' | 34,508 |
Derivative expense | 10,095,000 | ' |
Issuance of stock-based compensation | 55,546 | ' |
Issuance of restricted stock | 294,994 | ' |
Control premium | 5,000,000 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 470,179 | -1,099,712 |
Inventory | 387,789 | -195,357 |
Prepaid expenses and other current assets | -520,065 | -201,040 |
Security deposits | -9,900 | -198,499 |
Other assets | -441,479 | -625,940 |
Accounts payable | -1,699,823 | 1,062,959 |
Accrued expenses | 723,076 | 220,199 |
Deferred revenue | -20,001 | -46,885 |
Net cash (used in) provided by operating activities | -5,989,892 | 7,780,468 |
Investing activities: | ' | ' |
Purchase of property and equipment | -1,446,319 | -7,225,640 |
Purchase of minority interests | -5,662,000 | ' |
Investment | 343,363 | -179,613 |
Due from related parties | -683,896 | 696,450 |
Net cash used in investing activities | -7,448,852 | -6,708,803 |
Financing activities: | ' | ' |
Cash overdraft | -318,198 | 441,014 |
Proceeds from line of credit | 7,175,000 | 3,650,000 |
Repayment of line of credit | -5,335,913 | -2,422,222 |
Repayment of notes payable | -320,000 | -20,000 |
Repayment of capital lease | ' | -45,259 |
Proceeds from member loans | 578,915 | 1,546,222 |
Repayment of member loans | -5,606,528 | -1,342,253 |
Issuance of restricted stock | 6 | ' |
Contributions from members | 520,000 | 1,629,504 |
Proceeds from merger | 15,453,217 | ' |
Proceeds from equity offering, net of issuance costs | 13,251,514 | ' |
Distributions to members | -1,383,407 | -5,189,593 |
Net cash provided by (used in) financing activities | 24,014,606 | -1,752,587 |
Effect of exchange rate changes on cash | 61,494 | -12,092 |
Net increase (decrease) in cash | 10,637,356 | -693,014 |
Cash and cash equivalents, beginning of year | 1,043,730 | 1,736,744 |
Cash and cash equivalents, end of year | 11,681,086 | 1,043,730 |
Supplemental disclosure of cash flow data: | ' | ' |
Interest paid | 2,040,567 | 213,375 |
Income taxes paid | $685,421 | $83,255 |
Merger
Merger | 12 Months Ended |
Dec. 31, 2013 | |
Merger [Abstract] | ' |
Merger | ' |
Note 1 - Merger: | |
On October 16, 2013, the Company closed a merger transaction (the "Merger") with The ONE Group, LLC, a privately held Delaware limited liability company ("One Group"), pursuant to an Agreement and Plan of Merger, dated as of October 16, 2013 (the "Merger Agreement"), by and among Committed Capital, CCAC Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Committed Capital ("Merger Sub"), One Group and Samuel Goldfinger as One Group Representative. Pursuant to the Merger Agreement, One Group became a wholly-owned subsidiary of Committed Capital through a merger of Merger Sub with and into One Group, and the former members of One Group received shares of Committed Capital that constituted a majority of the outstanding shares of Committed Capital. In connection with the Merger the Company received approximately $28,800,000 in cash and assumed accrued expense liabilities of approximately $1,500,000. | |
At the closing of the Merger, the Company issued to the former holders of One Group membership interests (the "TOG Members") and to a liquidating trust (the "Liquidating Trust") established for the benefit of TOG Members and holders of warrants to acquire membership interests of One Group ("TOG Warrant Owners") an aggregate of 12,631,400 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and paid to such TOG Members an aggregate of $11,750,000 in cash (collectively, the "Merger Consideration"). As part of the Merger Consideration, the Company issued to Jonathan Segal, the former Managing Member of One Group and currently our Chief Executive Officer and a Director, 1,000,000 shares of Common Stock as a control premium. The foregoing shares are in addition to the 7,680,666 shares issued to Mr. Segal and related entities in respect of his pro rata portion of shares of Common Stock issued to all TOG Members. Of the 12,631,400 shares of Common Stock issued as part of the Merger Consideration, 2,000,000 shares (the "Escrow Shares") were deposited into an escrow account (the "Escrow Account") at Continental Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent") to secure certain potential adjustments to the Merger Consideration as described below and certain potential indemnification obligations. | |
In addition, the Merger Agreement provided for up to an additional $14,100,000 of payments to the TOG Members and the Liquidating Trust based on a formula as described in the Merger Agreement and which is contingent upon the exercise of outstanding Company warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share (the "Parent Warrants"). The Company is required to make these payments on a monthly basis. Additionally, certain One Group employees are entitled to receive a contingent sign-on bonus of an aggregate of approximately $900,000 upon the exercise of the Parent Warrants. Any Parent Warrants that are unexercised will expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Company's Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on February 27, 2014. | |
The Common Stock portion of the Merger Consideration is subject to adjustment to reflect working capital shortfalls and excess liabilities compared to the amounts that were set forth in a closing statement delivered by One Group within 90 days following the Closing of the Merger. Working capital shortfalls did not exceed by $100,000 the ordinary working capital and therefore no payment was required. Adjustment liabilities exceeded excess liabilities by $12,721 greater than $20,000 in the aggregate, which caused the TOG Members and the Liquidating Trust, on a pro rated basis, to be liable to the Company for an amount equal to the sum of any excess liabilities and working capital shortfall which equaled $32,721. The payment required to be made with respect to the foregoing was made by a reduction of the Escrow Shares. | |
The Merger was accounted for as a reverse-merger and recapitalization in accordance with GAAP, whereby the Company is the accounting acquiree and One Group is the accounting acquirer. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger are those of One Group, and the consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and One Group, historical operations of One Group and operations of the Company from the Effective Date. Membership interests and the corresponding capital amounts of One Group pre-Merger have been retroactively restated as shares of common stock reflecting the 8.09 to one exchange ratio in the Merger. All references in this Report to equity securities and all equity-related historical financial measurements, including weighted average shares outstanding, earnings per share, par value of Common Stock, additional paid in capital, option exercise prices and warrant exercise prices, have been retroactively restated to reflect the Merger exchange ratio. | |
In connection with the closing of the Merger, the Company completed a private placement of 3,131,339 shares of Common Stock at a purchase price of $5.00 per share to purchasers that included some of the Company's existing shareholders (collectively, the "Investors"), realizing gross proceeds of $15,656,695 (the "October 2013 Private Placement"). Jefferies LLC served as placement agent for the October 2013 Private Placement. | |
Business_and_summary_of_signif
Business and summary of significant accounting policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Business and summary of significant accounting policies [Abstract] | ' | |
Business and summary of significant accounting policies | ' | |
Note 2 - Business and summary of significant accounting policies: | ||
Principles of consolidation: | ||
The accompanying consolidated financial statements of Committed Capital Acquisition Corporation and Subsidiaries include the accounts of THE ONE GROUP, LLC ("THE ONE GROUP") and its subsidiaries, Little West 12th LLC ("Little West 12th" ), One-LA, L.P. ("One LA"), Bridge Hospitality, LLC ("Bridge"), STK-LA, LLC ("STK-LA"), WSATOG (Miami), LLC ("WSATOG"), STK Miami Service, LLC ("Miami Services"), STK Miami, LLC ("STK Miami"), Basement Manager, LLC ("Basement Manager"), JEC II, LLC ("JEC II"), One TCI Ltd. ("One TCI"), One Marks, LLC ("One Marks"), MPD Space Events LLC ("MPD"), One 29 Park Management, LLC ("One 29 Park Management"), STK-Midtown Holdings, LLC ("Midtown Holdings"), STK Midtown, LLC ("STK Midtown"), STKout Midtown, LLC ("STKout Midtown"), STK Atlanta, LLC ("STK Atlanta"), STK-Las Vegas, LLC ("STK Vegas"), One Atlantic City, LLC ("One Atlantic City"), Asellina Marks LLC ("Asellina Marks"), Heraea Vegas, LLC ("Heraea"), Xi Shi Las Vegas, LLC ("Xi Shi Las Vegas"), T.O.G (UK) Limited ("TOG UK"), Hip Hospitality Limited ("Hip Hospitality UK"), T.O.G (Aldwych) Limited ("TOG Aldwych"), CA (Aldwych) Limited ("CA Aldwych "), BBCLV, LLC ("BBCLV") and STK DC, LLC ("STK DC"). The entities are collectively referred to herein as the "Company" or "Companies," as appropriate, and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Nature of business: | ||
THE ONE GROUP is a limited liability company ("LLC") formed on December 3, 2004 under the laws of the State of Delaware. THE ONE GROUP is a management company, as well as holds a majority interest in the entities noted above. As per the LLC Operating Agreement of THE ONE GROUP, such LLC is set to expire on December 31, 2099. | ||
Little West 12th is an LLC formed on February 28, 2005 under the laws of the State of Delaware. Little West 12th, which commenced operations on September 8, 2006, operates a restaurant known as STK located in New York, New York. As per the LLC Operating Agreement of Little West 12th, such LLC is set to expire on December 31, 2099. As of December 31, 2013 and December 31, 2012, THE ONE GROUP has a 61.22% interest in this entity. | ||
One LA is a limited partnership formed on April 20, 2006 under the laws of the State of New York. One LA, which commenced operations on June 20, 2007, operated a restaurant known as One Restaurant located in West Hollywood, California. As per the LLC Operating Agreement of One LA, such LLC is set to expire on December 31, 2099. However, on August 1, 2009, One LA ceased operations. As of December 31, 2013 and December 31, 2012, THE ONE GROUP has a 78.47% interest in this entity. | ||
Bridge is an LLC formed on January 4, 2005 under the laws of the State of California. Bridge operates a restaurant, bar and lounge known as STK and Coco de Ville located in Los Angeles, California. STK commenced operations on February 24, 2008 and Coco de Ville commenced operations on May 13, 2008. On January 15, 2011, Coco de Ville ceased operations. As per the LLC Operating Agreement of Bridge, such LLC is set to expire on December 31, 2057. As of December 31, 2013 and December 31, 2012, STK-LA has a 77% interest in this entity. | ||
STK-LA, which is wholly-owned by THE ONE GROUP, is an LLC formed on May 31, 2007 under the laws of the State of New York. STK-LA has a 77% interest in Bridge. As per the LLC Operating Agreement of STK-LA, such LLC is set to expire on December 31, 2099. | ||
WSATOG is an LLC formed on October 18, 2007 under the laws of the State of Delaware. WSATOG is a holding company that owns 100% of Miami Services and STK Miami. As per the LLC Operating Agreement of WSATOG, such LLC is set to exist in perpetuity. As of December 31, 2013 and December 31, 2012, THE ONE GROUP has a 60% interest in this entity. On October 23, 2013 THE ONE GROUP executed a Transfer Agreement in which it purchased the remaining 40% interest in WSATOG from the previous minority shareholder for $1,800,000. | ||
Miami Services, which is wholly-owned by WSATOG, is an LLC formed in October 18, 2007 under the laws of the State of Florida. Miami Services, which commenced operations on March 24, 2008, operates a food and beverage service through The Perry Hotel located in Miami Beach, Florida. As per the LLC Operating Agreement of Miami Services, such LLC is set to exist in perpetuity. | ||
STK Miami, which is wholly-owned by WSATOG, is an LLC formed on October 18, 2007 under the laws of the State of Florida. STK Miami operates a restaurant, bar and lounge known as STK and Coco de Ville located in Miami Beach, Florida. STK commenced operations on January 4, 2010 and Coco de Ville commenced operations on February 4, 2010. On July 3, 2011, Coco de Ville ceased operations. As per the LLC Operating Agreement of STK Miami, such LLC is set to exist in perpetuity. | ||
Basement Manager is an LLC formed on January 12, 2006 under the laws of the State of New York. Basement Manager, which commenced operations on August 25, 2006, operates a nightclub known as Tenjune located in New York, New York. As per the LLC Operating Agreement of Basement Manager, such LLC is set to expire on December 31, 2099. As of December 31, 2013 Little West 12th has a 63.4% interest in this entity and at December 31, 2012, Little West 12th has a 55% interest in this entity. Tenjune ceased operations on February 15, 2014. | ||
JEC II is an LLC formed on May 28, 2003 under the laws of the State of New York. JEC II, which commenced operations on December 2, 2003, operated a restaurant known as One Restaurant located in New York, New York. In 2010, JEC II changed its concept and name of the restaurant to The Collective. On June 11, 2011, JEC II ceased operations. As per the LLC Operating Agreement of JEC II, such LLC is set to expire on December 31, 2099. As of December 31, 2013 and December 31, 2012, THE ONE GROUP has a 96.14% interest in this entity. | ||
One TCI, which is wholly-owned by THE ONE GROUP, was formed on December 19, 2008 in Turks and Caicos Islands, British West Indies. One TCI, which commenced operations in 2009, held a management agreement with a hotel in Turks and Caicos to operate and manage the food and beverage operations in that hotel. One TCI ceased operations on October 31, 2011. | ||
One Marks is an LLC formed on December 7, 2004 under the laws of the State of Delaware to hold the "One" trademark. It is management's intent that such LLC will continue in existence in perpetuity. As of December 31, 2013 and December 31, 2012, THE ONE GROUP has a 95.09% interest in this entity. | ||
MPD, which is wholly-owned by Little West 12th, is an LLC formed in October 24, 2005 under the laws of the State of New York. MPD commenced operations on June 13, 2011 and operates the STK rooftop in New York, New York. It is management's intent that such LLC will continue in existence in perpetuity. | ||
One 29 Park Management, which is wholly-owned by THE ONE GROUP, is an LLC formed on April 22, 2009 under the laws of the State of New York. One 29 Park Management owns ten percent of One 29 Park, LLC, which operates a restaurant and manages the rooftop of a hotel located in New York, New York. Operations for One 29 Park Management commenced on August 18, 2010. As per the LLC Operating Agreement of One 29 Park Management, such LLC is set to exist in perpetuity. | ||
Midtown Holdings is an LLC formed on February 9, 2010 under the laws of the State of New York. Midtown Holdings owns 100% of STK Midtown and STKout Midtown. As per the LLC Operating Agreement of Midtown Holdings, such LLC is set to expire on December 31, 2099. As of December 31, 2012, THE ONE GROUP has a 73% interest in this entity. THE ONE GROUP purchased all of the minority interest of Midtown Holdings during 2013 for $3,834,000. As of December 31, 2013 THE ONE GROUP has a 100% interest in this entity. | ||
STK Midtown, which is wholly-owned by Midtown Holdings, is an LLC formed on December 30, 2009 under the laws of the State of New York. STK Midtown commenced operations on December 7, 2011 and operates a restaurant known as STK located in New York City, New York. It is management's intent that such LLC will continue in existence in perpetuity. | ||
STKout Midtown, which is wholly-owned by Midtown Holdings, is an LLC formed on December 30, 2009 under the laws of the State of New York. STKout Midtown commenced operations on March 28, 2012 and operated a kiosk known as STKout in New York, New York. It is management's intent that such LLC will continue in existence in perpetuity. STKout Midtown ceased operations in 2013. | ||
STK Atlanta, which is wholly-owned by THE ONE GROUP, is an LLC formed on December 9, 2009 under the laws of the State of Georgia. STK Atlanta operates two restaurants known as STK and Cucina Asellina located in Atlanta, Georgia. STK commenced operations on December 15, 2011 and Cucina Asellina commenced operations on February 20, 2012. It is management's intent that such LLC will continue in existence in perpetuity. | ||
STK Vegas, which is wholly-owned by THE ONE GROUP, is an LLC formed on November 13, 2009 under the laws of the State of Nevada. STK Vegas manages a restaurant known as STK located at the Cosmopolitan Hotel in Las Vegas, Nevada which commenced operations on December 15, 2010. It is management's intent that such LLC will continue in existence in perpetuity. | ||
One Atlantic City, which is wholly-owned by THE ONE GROUP, is an LLC formed on January 31, 2012 under the laws of the State of New Jersey. One Atlantic City commenced operations on April 9, 2012 and operated a restaurant known as ONE in Atlantic City, New Jersey. It is management's intent that such LLC will continue in existence in perpetuity. One Atlantic City ceased operations on December 11, 2012. | ||
Asellina Marks is an LLC formed on December 5, 2011 under the laws of the State of Delaware to hold the "Asellina" trademark. It is management's intent that such LLC will continue in existence in perpetuity. As of December 31, 2013 and December 31, 2012, THE ONE GROUP has a 50% interest in this entity. | ||
Heraea, which is wholly-owned by THE ONE GROUP, is an LLC formed on May 1, 2012 under the laws of the State of Nevada. Heraea commenced operations in February 2013 and operated a restaurant in Las Vegas, Nevada. It is management's intent that such LLC will continue in existence in perpetuity. Heraea ceased operations on September 24, 2013. | ||
Xi Shi Las Vegas, which is wholly-owned by THE ONE GROUP, is an LLC formed on August 14, 2012 under the laws of the State of Nevada. It is management's intent that such LLC will continue in existence in perpetuity. Xi Shi Las Vegas was originally expected to commence operations in 2013 in Las Vegas, Nevada, but a determination was made in 2013 to not open Xi Shi. | ||
TOG UK was formed on July 6, 2010 under the laws of the United Kingdom. TOG UK is a holding company that owns 100% of TOG Aldwych, CA Aldwych and Hip Hospitality UK. As of December 31, 2012, THE ONE GROUP had a 50.01% interest in this entity. On October 10, 2013 THE ONE GROUP executed a Transfer Agreement in which it purchased the remaining 49.99% interest in TOG UK from the previous minority shareholder in exchange for membership interest in THE ONE GROUP. | ||
Hip Hospitality UK was formed on May 13, 2010 under the laws of the United Kingdom. Hip Hospitality UK is a management company that manages and operates the food and beverage operations in the Hippodrome Casino in London. Operations in the casino commenced in 2012. As of December 31, 2012, TOG UK had a 70% interest in this entity. On August 1, 2013 TOG UK executed a transfer agreement in which it purchased the remaining 30.00% interest in Hip Hospitality UK from the previous minority shareholder in exchange for membership interest in TOG UK. | ||
TOG Aldwych, which is wholly-owned by TOG UK, was formed on April 18, 2011 under the laws of the United Kingdom. TOG Aldwych is a management company that manages and operates a restaurant, bar and lounges in the ME Hotel in London. Operations at these venues within the hotel commenced in 2012. | ||
CA Aldwych, which is wholly-owned by TOG UK, was formed on July 4, 2012 under the laws of the United Kingdom. CA Aldwych is a management company that will manage and operate a restaurant known as Cucina Asellina in the ME Hotel in London. Operations at the restaurant commenced in 2013. | ||
BBCLV is an LLC formed on March 8, 2012 under the laws of the State of Nevada. BBCLV commenced operations on October 31, 2012 and operates a restaurant known as Bagatelle in Las Vegas, Nevada. It is management's intent that such LLC will continue in existence in perpetuity. As of December 31, 2013 and December 31, 2012, THE ONE GROUP has a 86.06% and 78.60% interest in this entity, respectively. In July 2013, BBCLV ceased operations. | ||
STK DC, which is wholly-owned by THE ONE GROUP, is an LLC formed on November 20, 2012 under the laws of the State of Delaware. STK DC will operate a restaurant known as STK in Washington, DC. It is management's intent that such LLC will continue in existence in perpetuity. As of December 31, 2013 and December 31, 2012, THE ONE GROUP has a 93.5% and 100% interest in this entity, respectively. | ||
Use of estimates: | ||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | ||
Investments: | ||
Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Under the equity method of accounting, an Investee company's accounts are not reflected within the Company's consolidated balance sheets and statements of operations and comprehensive (loss) income; however, the Company's share of the earnings or losses of the Investee company is reflected in the caption "Equity in loss of Investee companies" in the consolidated statements of operations and comprehensive loss. The Company's carrying value in an equity method Investee company is reflected in the caption "Investments" in the Company's consolidated balance sheets. | ||
When the Company's carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company's consolidated financial statements unless the Company guaranteed obligations of the Investee company. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. See Note 8 for names of entities accounted for under the equity method and the Company's percentage interest in such entities. | ||
Fair value of financial instruments: | ||
The carrying amount of cash, receivables, accounts payable, accrued expenses, member loans and line of credit approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair value of notes payable is determined using current applicable rates for similar instruments as of the balance sheet date and approximates the carrying value of such debt. | ||
Cash and cash equivalents: | ||
The Company's cash and cash equivalents are defined as cash and short-term highly liquid investments with an original maturity of three months or less from the date of purchase. The Company's cash and cash equivalents consist of cash in banks as of December 31, 2013 and 2012. | ||
Concentrations of credit risk: | ||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and accounts receivable, which include credit card receivables. At times, the Company's cash may exceed federally insured limits. At December 31, 2013 and 2012, the Company has cash balances in excess of federally insured limits in the amount of approximately $11,147,927 and $352,482, respectively. Concentrations of credit risk with respect to credit card receivables are limited. Credit card receivables are anticipated to be collected within three business days of the transaction. | ||
The Company closely monitors the extension of credit to its noncredit card customers while maintaining allowances for potential credit losses, if required. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, if required, based on a history of past write-offs and collections and current credit considerations. The allowance for uncollectible accounts receivable totaled $164,004 at both December 31, 2013 and 2012. The determination of the allowance for uncollectible accounts receivable includes a number of factors, including the age of the accounts, past experience with the accounts, changes in collection patterns and general industry conditions. | ||
As of December 31, 2013 and 2012, amounts owed from hotels accounted for approximately 66% and 65% of accounts receivable, respectively, and amounts owed from the landlord at STK Midtown accounted for approximately 11% and 6% of accounts receivable, respectively. | ||
Noncontrolling interest: | ||
Noncontrolling interest related to the Company's ownership interests of less than 100% is reported as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest in the Company's earnings is reported as net loss attributable to the noncontrolling interest in the consolidated statements of operations and comprehensive loss. | ||
Foreign currency translation: | ||
Assets and liabilities of foreign operations are translated into U.S. dollars at year end exchange rates and revenues and expenses are translated at average monthly exchange rates. Gains or losses resulting from the translation of foreign subsidiaries represent other comprehensive income (loss) and are accumulated as a separate component of stockholders' equity. Currency transaction gains or losses are recorded as other income (expense) in the consolidated statements of operations and comprehensive loss and amounted to $0 in both of the years ended December 31, 2013 and 2012. | ||
Accounts receivable: | ||
Accounts receivable is primarily comprised of normal business receivables such as credit card receivables, landlord contributions for construction, management and incentive fees and other reimbursable amounts due from hotel operators where the Company has a location, and are recorded when the products or services have been delivered or rendered at the invoiced amounts. | ||
Inventory: | ||
The Company's inventory consists of food, liquor and other beverages and is valued at the lower of cost, on a first-in first-out basis, or market. | ||
Property and equipment: | ||
Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives as follows: | ||
Computer and equipment | 5-7 years | |
Furniture and fixtures | 5-7 years | |
Restaurant supplies are capitalized during initial year of operations. All supplies purchased subsequent are charged to operations as incurred. Leasehold improvements are amortized on the straight-line method over the lesser of the estimated useful life of the assets or the lease term. Costs of maintenance and repairs are charged to operations as incurred. Any major improvements and additions are capitalized. | ||
Impairment of long-lived assets: | ||
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing a review for impairment, the Company compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred, the loss would be recognized during that period. The impairment loss is calculated as the difference between the asset carrying values and the present value of estimated net cash flows or comparable market values. No impairment was recognized during the year ended December 31, 2013. In 2012, management determined that 100% of the property and equipment for BBCLV were impaired. An impairment charge of $5,059,495 is recorded in discontinued operations in the Company's consolidated statements of operations and comprehensive loss in 2012. | ||
In 2012, management decided to close One Atlantic City and STKout Midtown due to continuing losses. As a result, certain assets were deemed impaired. An impairment charge of $74,057 is recorded in discontinued operations in the Company's consolidated statements of operations and comprehensive loss in 2012. | ||
Deferred rent: | ||
Deferred rent represents the net amount of the excess of recognized rent expense over scheduled lease payments and recognized sublease rental income over sublease receipts. Deferred rent also includes the landlord's contribution towards construction (lease incentive), that will be amortized over the lease term. For rent expense, the Company straight lines the expense. | ||
Pre-opening expenses: | ||
Costs of pre-opening activities are expensed as incurred. | ||
Revenue recognition: | ||
Revenue consists of restaurant sales, management, incentive and royalty fee revenues. The Company recognizes restaurant revenues when goods and services are provided. Revenue for management services (inclusive of incentive fees) are recognized when services are performed or earned and fees are billable. Royalty fees are recognized as revenue in the period the licensed restaurants' revenues are earned. | ||
Deferred revenue: | ||
Deferred revenue represents gift certificates outstanding and deposits on parties. The Company recognizes this revenue when the gift certificates are redeemed and/or the parties are held. | ||
Taxes collected from customers: | ||
The Company accounts for sales taxes collected from customers on a net basis (excluded from revenues). | ||
Income taxes: | ||
For the year ended December 31, 2012 the Company was not a taxpaying entity for Federal or state income tax purposes. Accordingly, no Federal or state income tax expense had been recorded in the accompanying consolidated financial statements for that year. Income or loss of the Company was allocated to the members for inclusion in their individual income tax returns. The Company was however, liable for New York City unincorporated business tax for that year. In addition, four of the entities included in the consolidated financial statements are foreign entities (UK entities). These companies remain liable for local statutory taxes which have been provided for in the consolidated financial statements. In connection with the Merger, the Company became a corporation that is subject to Federal, state and local taxes. | ||
The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the consolidated financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | ||
The Company accounts for income taxes in accordance with FASB ASC 740 "Accounting for Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. After an evaluation of the realizability of the Company's deferred tax assets, the Company increased its valuation allowance by $10,300,000 during 2013. See Note 11, "Incomes Taxes," for a further discussion of the Company's provision for income taxes. | ||
The Company has no unrecognized tax benefits at December 31, 2013 and 2012. The Company's U.S. Federal, state and local income tax returns prior to fiscal year 2010 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company's foreign income tax returns prior to fiscal year 2011 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. | ||
The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. | ||
Advertising: | ||
The Company expenses the cost of advertising and promotions as incurred. Advertising expense included in continuing operations amounted to $1,462,165 and $1,614,090 in 2013 and 2012, respectively. | ||
Stock-based compensation: | ||
Compensation cost of all share-based awards is measured at fair value on the date of grant and recognized over the service period for which awards are expected to vest. The cost of such share-based awards is principally recognized on a straight-line basis over their respective vesting periods, net of estimated forfeitures. | ||
Comprehensive income (loss): | ||
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company's other comprehensive income (loss) is comprised of foreign currency translation adjustments. The amount of other comprehensive income (loss) related to the foreign currency adjustment amounted to $61,494 and ($12,092) as of December 31, 2013 and 2012, respectively. | ||
Net (loss) income per share: | ||
Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income 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 and warrants. For the years ended December 31, 2013 and 2012, respectively, all equivalent shares underlying options and warrants were excluded from the calculation of diluted loss per share because we had net losses presented and therefore equivalent shares would have an anti-dilutive effect. | ||
Recent accounting pronouncements | ||
In July 2013, the FASB issued amendments to FASB ASC Topic 740 "Income Taxes." The amendments provide further guidance to the balance sheet presentation of unrecognized tax benefits when a net operating loss or similar tax loss carryforwards, or tax credit carryforwards exist. The amendments will be effective for public entities for annual periods beginning after December 15, 2013. The Company is currently reviewing the implications of this amendment, but does not believe it will have a material impact on the consolidated results of operations or on the financial position. |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
Note 3 - Inventory: | |||||||||
Inventory consists of the following: | |||||||||
At December 31, | |||||||||
2013 | 2012 | ||||||||
Food | $ | 79,773 | $ | 116,191 | |||||
Beverages | 898,619 | 1,249,990 | |||||||
Totals | $ | 978,392 | $ | 1,366,181 |
Property_and_equipment_net
Property and equipment, net | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and equipment, net [Abstract] | ' | ||||||||
Property and equipment, net | ' | ||||||||
Note 4 - Property and equipment, net: | |||||||||
Property and equipment, net consist of the following: | |||||||||
At December 31, | |||||||||
2013 | 2012 | ||||||||
Furniture, fixtures and equipment | $ | 6,382,710 | $ | 6,033,422 | |||||
Leasehold improvements | 17,897,561 | 23,767,148 | |||||||
Construction in progress | 826,065 | 11,653 | |||||||
Restaurant supplies | 602,261 | 592,583 | |||||||
25,708,597 | 30,404,806 | ||||||||
Less accumulated depreciation and amortization | 12,263,184 | 16,769,324 | |||||||
Totals | $ | 13,445,413 | $ | 13,635,482 | |||||
Depreciation and amortization related to property and equipment included in continuing operations amounted to $1,598,080 and $7,329,860 in the years ended December 31, 2013 and 2012, respectively. |
Accrued_expenses
Accrued expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued expenses [Abstract] | ' | ||||||||
Accrued expenses | ' | ||||||||
Note 5 - Accrued expenses: | |||||||||
Accrued expenses at December 31 consisted of the following: | |||||||||
2013 | 2012 | ||||||||
Sales tax payable | $ | 493,886 | $ | 750,612 | |||||
Legal | - | 248,068 | |||||||
Payroll and related | 498,228 | 258,644 | |||||||
Interest | - | 277,633 | |||||||
Termination costs | 1,375,341 | - | |||||||
Due to hotels | 200,000 | 250,721 | |||||||
Property and equipment | - | 242,814 | |||||||
Other | 569,752 | 385,639 | |||||||
Totals | $ | 3,137,207 | $ | 2,414,131 | |||||
Notes_payable
Notes payable | 12 Months Ended |
Dec. 31, 2013 | |
Notes payable [Abstract] | ' |
Notes payable | ' |
Note 6 - Notes payable: | |
On October 1, 2009, the Company entered into a promissory note with an entity owned by a relative of a member in the amount of $300,000, whereby principal and all unpaid and accrued interest are due on demand. Interest accrues at a rate of 20%, half of the interest (interest at a rate of 10% per annum) shall be paid by THE ONE GROUP in eight consecutive quarterly fixed payments of interest only, in arrears, in the amount of $7,500 and all remaining interest shall be repaid in full when the note is settled. The loan is secured by a portion of THE ONE GROUP's interest in the following subsidiaries: a 10.14% ownership interest in JEC II, a 6.55% ownership interest in One Marks, a 5.19% ownership interest in Little West 12th and a 4.63% ownership interest in One-LA. At December 31, 2012, $300,000 remained outstanding under this note. This note was subordinate to the credit facility with the bank. This note, along with accrued interest, was repaid in conjunction with the Merger and the proceeds realized therefrom. | |
On October 1, 2009, THE ONE GROUP purchased the following membership units from a former member: 10.14% in JEC II, 6.55% in One Marks, 5.19% in Little West 12th and 4.63% in One LA. The Company paid $400,000, of which $300,000 was paid in cash and $100,000 in the form of a note and issued warrants (See Note 15) to purchase up to 10,090 membership units of the Company at an exercise price of $22.94 per membership unit which were cancelled in connection with the Merger. Commencing in December 2009, quarterly payments of principal and interest in the amount of $5,656 are to accrue at an interest at a rate of 5% through September 2014. At December 31, 2013 and 2012, $15,000 and $35,000 remained outstanding under this note, respectively. | |
On October 31, 2011, the Company entered into a credit facility with a bank to borrow up to $3,000,000. The credit facility is to accrue at an interest rate equal to the greater of prime plus 1.75% and 5.0% (5% at December 31, 2013 and 2012, respectively) through April 30, 2014. In January 2013, the Company refinanced its credit facility with the bank to borrow up to $5,000,000. The credit facility is to accrue at an interest rate equal to the greater of prime plus 1.75% and 5.0% through April 30, 2015, the termination date. The agreement contains certain financial and nonfinancial covenants which the Company failed to meet for the quarter ended December 31, 2013. The Company obtained a waiver from the bank for all covenant violations. The CEO of the Company had previously personally guaranteed this credit facility and in exchange the Company paid him an annual fee of 3% which for the years ended December 31, 2013 and 2012 was $102,833 and $57,399, respectively. The credit agreement is secured by substantially all of the assets of THE ONE GROUP, STK Atlanta, STK Vegas, One 29 Park Management and was guaranteed by the CEO of the Company. On October 15, 2013, the Company entered into an amendment to the credit facility whereby BankUnited agreed, upon effectiveness of the Merger, to the release and termination of the CEO's guarantee and pledge, certain subordination agreements of the CEO and related entities and the release of the assignment of the proceeds of the key-man life insurance policy on the life of the CEO. The amendment also imposed certain post-closing obligations on the Company, including executing a guarantee in favor of BankUnited unconditionally guaranteeing all of the obligations of the borrowers and the pledge of all of the membership interests of the Company. This post-closing obligation was met on October 25, 2013 when the Company entered into the Pledge Agreement and Guarantee Agreement with BankUnited. At December 31, 2013 and 2012, $4,316,865 and $2,477,778 remained outstanding under this credit facility, respectively. | |
Minimum future payments on the notes payable in each of the years subsequent to December 31, 2013 are $15,000 in 2014 and $4,316,865 in 2015. | |
Interest expense recognized related to these notes amounted to $293,136 and $148,141 for the years ended December 31, 2013 and 2012, respectively. |
Member_loans
Member loans | 12 Months Ended |
Dec. 31, 2013 | |
Member loans [Abstract] | ' |
Member loans | ' |
Note 7 - Member loans: | |
In 2007, the Company entered into several demand loans with a member totaling $4,392,777 that accrue interest ranging from 6% to 12%. On February 27, 2009, $1,000,000 was converted to equity. In 2012, one of the notes for $500,000 was forgiven by the member in exchange for all of our membership interest in an investment in 408 W 15 Members LLC, an unrelated party, which was held by the Company. There was no gain or loss recognized in this exchange. At December 31, 2012, $4,181,391, including accrued interest of $1,398,925 was outstanding under these loans. In 2013, the Company entered into two demand loans with a member totaling $2,000,000. All outstanding principal and accrued interest as of October 16, 2013 was repaid in conjunction with the Merger. Interest expense recognized related to these member loans was $358,104 and $281,299 in 2013 and 2012, respectively. | |
On October 13, 2009, the Company entered into a promissory note with a member in the amount of $750,000, with interest accruing at a monthly rate of 12%. Principal and all unpaid and accrued interest are due on October 13, 2014. Subsequently, this member provided additional funds in the amount of $26,652 to the Company to be paid in accordance with the terms above. The loan was repaid in 2012. Interest expense recognized related to this member loan was $8,408 in 2012. These notes, along with accrued interest, were repaid in conjunction with the Merger. | |
On December 9, 2011, TOG UK entered into two loan agreements with entities that are controlled by a member for funds up to £230,000 and £300,000. The loans were due on demand and are accruing interest at an interest rate of 8%. These notes, along with accrued interest, were repaid in conjunction with the Merger. At December 31, 2012, $846,222 was outstanding under these loans. Interest expense recognized related to these loans was $72,167 and $45,379 in 2013 and 2012, respectively. | |
Nonconsolidated_variable_inter
Nonconsolidated variable interest entities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Nonconsolidated variable interest entities [Abstract] | ' | ||||||||
Nonconsolidated variable interest entities | ' | ||||||||
Note 8 - Nonconsolidated variable interest entities: | |||||||||
Accounting principles generally accepted in the United States of America provide a framework for identifying variable interest entities (VIEs) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to direct the activities of the entity that most significantly impact its economic performance, or (3) has a group of equity owners that do not have the obligation to absorb losses of the entity or the right to receive returns of the entity. A VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE that is considered a variable interest (a variable interest holder) has the power to direct the VIE's most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE's assets, liabilities, and noncontrolling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. At December 31, 2013 and 2012, the Company held investments that were evaluated against the criteria for consolidation and determined that it is not the primary beneficiary of the investments because the Company lacks the power to direct the activities of the variable interest entities that most significantly impacts their economic performance. Therefore consolidation in the Company's financial statements is not required. At December 31, 2013 and 2012, the Company held the following investments: | |||||||||
At December 31, | |||||||||
2013 | 2012 | ||||||||
Bagatelle NY LA Investors, LLC ("Bagatelle Investors") | $ | 840,614 | $ | 1,075,418 | |||||
Bagatelle Little West 12th, LLC ( "Bagatelle NY") | 1,192,363 | 439,365 | |||||||
Bagatelle La Cienega, LLC ("Bagatelle LA") | - | - | |||||||
Totals | $ | 2,032,977 | $ | 1,514,783 | |||||
Bagatelle Investors is a holding company that has interests in two operating restaurant companies, Bagatelle NY and Bagatelle LA. All three entities were formed in 2011. The Company holds interests in all three entities. See Note 9 for condensed financial information related to these entities. | |||||||||
During the years ended December 31, 2013 and 2012, the Company provided no explicit or implicit financial or other support to these VIEs that were not previously contractually required. | |||||||||
The amounts presented above represent maximum exposure to loss. |
Investments
Investments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Investments [Abstract] | ' | ||||||||||||||||
Investments | ' | ||||||||||||||||
Note 9 - Investments: | |||||||||||||||||
The Company has investments in Bagatelle Investors, Bagatelle NY and Bagatelle LA as reflected in Note 8. In addition, the Company has an investment in One 29 Park, LLC ("One 29 Park") with a carrying amount of $506,000 and $419,000 at December 31, 2013 and 2012, respectively. These investments have been accounted for under the equity method. Included in due to/from related parties at December 31, 2013 and 2012 are net amounts due to/(from) these entities of $29,123 and $(488,805), respectively. Included in accounts receivable are management fees due at December 31, 2013 and 2012 from these entities for $415,371 and $345,786, respectively. | |||||||||||||||||
Condensed financial information for Bagatelle Investors, Bagatelle NY, Bagatelle LA and One 29 Park as of, and for the years ended December 31, 2013 and 2012 are as follows: | |||||||||||||||||
December 31, 2013: | |||||||||||||||||
Bagatelle | Bagatelle | Bagatelle | One 29 | ||||||||||||||
Investors | NY | LA | Park | ||||||||||||||
Company ownership | 31.24 | % | 5.23 | -1% | 5.23 | -2% | 10 | % | |||||||||
Current assets | $ | 164,662 | $ | 1,628,639 | $ | 94,634 | $ | 2,136,179 | |||||||||
Noncurrent assets | 2,944,785 | 2,708,504 | 587,861 | 1,182,845 | |||||||||||||
Current liabilities | (1,471 | ) | (707,324 | ) | (1,187,803 | ) | (750,430 | ) | |||||||||
Noncurrent liabilities | - | (171,996 | ) | (26,771 | ) | - | |||||||||||
Equity | $ | 3,107,976 | $ | 3,457,823 | $ | (532,079 | ) | $ | 2,568,594 | ||||||||
Revenues | $ | - | $ | 12,137,584 | $ | 1,660,135 | $ | 10,454,523 | |||||||||
Operating income (loss) | 271,606 | 1,987,230 | (665,838 | ) | 2,014,725 | ||||||||||||
Net income (loss) | 271,606 | 1,928,587 | (665,838 | ) | 371,739 | ||||||||||||
December 31, 2012: | |||||||||||||||||
Bagatelle | Bagatelle | Bagatelle | One 29 | ||||||||||||||
Investors | NY | LA | Park | ||||||||||||||
Company ownership | 31.24 | % | 5.23 | -1% | 5.23 | -2% | 10 | % | |||||||||
Current assets | $ | 684,095 | $ | 1,165,932 | $ | 107,517 | $ | 1,673,947 | |||||||||
Noncurrent assets | 3,229,291 | 2,702,895 | 674,312 | 1,171,226 | |||||||||||||
Current liabilities | (117,017 | ) | (1,512,816 | ) | (626,338 | ) | (567,270 | ) | |||||||||
Noncurrent liabilities | - | (119,956 | ) | (21,732 | ) | - | |||||||||||
Equity | $ | 3,796,369 | $ | 2,236,055 | $ | 133,759 | $ | 2,277,903 | |||||||||
Revenues | $ | - | $ | 6,089,189 | $ | 1,745,057 | $ | 10,911,564 | |||||||||
Operating income (loss) | (184,380 | ) | 105,420 | (995,511 | ) | 2,185,157 | |||||||||||
Net income (loss) | (184,380 | ) | 79,416 | (1,002,842 | ) | 499,847 | |||||||||||
-1 | This reflects the Company's direct ownership of 5.23% in Bagatelle NY. In addition, the Company has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 45.90% for a total effective ownership of 51.13% | ||||||||||||||||
-2 | This reflects the Company's direct ownership of 5.23% in Bagatelle LA. In addition, the Company has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 38.10% for a total effective ownership of 43.33%. | ||||||||||||||||
The Company has accounted for its investments in Bagatelle LA and One 29 Park, LLC under the equity method due to its ability to exercise significant influence over such entities. | |||||||||||||||||
Related_party_transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related party transactions [Abstract] | ' |
Related party transactions | ' |
Note 10 - Related party transactions: | |
Due from related parties consists of amounts related to the Company and its related entities which arose from noninterest bearing cash advances and are expected to be repaid within the next twelve months. Included in other assets are noninterest bearing cash advances made to related parties that are not expected to be repaid within the next twelve months. As of December 31, 2013 and 2012, these advances amounted to $1,107,220 and $678,495, respectively. | |
The Company incurred approximately $59,600 and $950 in 2013 and 2012, respectively, for design services at the various restaurants to an entity owned by one of the Company's members. Included in accounts payable at December 31, 2013 and 2012 is a balance due to this entity of approximately $0 and $20,400, respectively. | |
The Company incurred approximately $1,161,000 and $654,000 in 2013 and 2012, respectively, for legal fees to an entity owned by one of the Company's members. Included in accounts payable and accrued expenses at December 31, 2013 and 2012 is a balance due to this entity of approximately $416,700 and $410,000, respectively. | |
The Company incurred approximately $0 and $53,000 in 2013 and 2012, respectively, for consulting fees to an entity owned by one of the Company's members. | |
The Company incurred approximately $1,825,400 in 2013 for construction services to an entity owned by one of the Company's members. Included in accounts payable at December 31, 2013 is a balance due to this entity of approximately $15,900. There were no amounts incurred with respect to this related entity for 2012. |
Income_taxes
Income taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income taxes [Abstract] | ' | ||||||||||||||||
Income taxes | ' | ||||||||||||||||
Note 11 - Income taxes: | |||||||||||||||||
The provision for income tax expense consists of the following: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Current tax expense: | |||||||||||||||||
Federal | $ | - | $ | - | |||||||||||||
State and local | 211,205 | 301,932 | |||||||||||||||
Foreign | 165,000 | ||||||||||||||||
Total current tax expense | 376,205 | 301,932 | |||||||||||||||
Deferred tax expense (benefit): | |||||||||||||||||
Federal | - | - | |||||||||||||||
State and local | 116,690 | (288,130 | ) | ||||||||||||||
Total deferred tax expense (benefit) | 116,690 | (288,130 | ) | ||||||||||||||
Total income tax expense | $ | 492,895 | $ | 13,802 | |||||||||||||
The difference between the reported income tax expense and taxes determined by applying the applicable U.S. federal statutory income tax rate to (loss) income before taxes from continuing operations is reconciled as follows: | |||||||||||||||||
Year ended | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Income (loss) from continuing operations before | |||||||||||||||||
Provision for income taxes | |||||||||||||||||
Domestic | $ | (17,082,577 | ) | $ | 7,553,949 | ||||||||||||
Foreign | 1,101,614 | (307,382 | ) | ||||||||||||||
Total | $ | ( 15,980,963 | ) | $ | 7,246,567 | ||||||||||||
Year ended | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Income tax expense at federal statutory rate | $ | (5,433,527 | ) | 34 | % | $ | - | ||||||||||
State and local taxes - current | 139,395 | (0.9 | )% | 301,932 | 4.2 | % | |||||||||||
State and local taxes - deferred | (1,818,068 | ) | 11.4 | % | (176,755 | ) | (2.4 | )% | |||||||||
Transaction costs | 923,179 | (5.8 | )% | - | |||||||||||||
Nondeductible control premium | 1,700,000 | (10.6 | )% | - | |||||||||||||
Goodwill | (3,018,444 | ) | 18.9 | % | - | ||||||||||||
Deferred tax from rate change from LLC to C corporation | (2,104,370 | ) | 13.2 | % | - | ||||||||||||
Change in valuation allowance | 10,249,612 | (64.1 | )% | (111,375 | ) | (1.6 | )% | ||||||||||
Other items, net | (144,882 | ) | 0.8 | % | - | ||||||||||||
Total income tax expense | $ | 492,895 | (3.1 | )% | $ | 13,802 | 0.2 | % | |||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. At December 31, 2011, a valuation allowance equal to 100% of the deferred tax assets has been provided for JEC II due to the uncertainty related to the extent and timing of JEC II's future taxable income. In 2012, JEC II began generating income through its interest in Bagatelle NY, which was profitable in 2012 and is expected to generate future taxable income. As such, the valuation allowance was reversed in 2012. In 2013, the Company increased its valuation allowance by $10,300,000 due to its cumulative losses. | |||||||||||||||||
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are presented below: | |||||||||||||||||
Year ended | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
State and local net operating loss carryforwards | $ | 1,042 | $ | 76,918 | |||||||||||||
Deferred rent liabilities | 787,362 | 169,183 | |||||||||||||||
Lease incentives | 34,893 | 36,868 | |||||||||||||||
Depreciation and amortization | 1,454,206 | 66,413 | |||||||||||||||
Stock compensation | 23,329 | - | |||||||||||||||
FICA tip credit carryforward | 126,010 | - | |||||||||||||||
Net operating loss | 4,427 | - | |||||||||||||||
Goodwill | 3,687,236 | - | |||||||||||||||
Derivative expense | 4,239,900 | - | |||||||||||||||
Restricted stock grant | 123,900 | - | |||||||||||||||
Total deferred tax assets | 10,482,305 | 349,382 | |||||||||||||||
Valuation allowance | (10,249,612 | ) | - | ||||||||||||||
Net deferred tax assets | $ | 232,693 | $ | 349,382 | |||||||||||||
The Company accounts for unrecognized tax benefits in accordance with the provisions of FASB guidance which, among other directives, requires uncertain tax positions to be recognized only if they are more likely than not to be upheld based on their technical merits. The measurement of the uncertain tax position is based on the largest benefit amount that is more likely than not (determined on a cumulative probability basis) to be realized upon settlement. The Company believes that its tax return positions are appropriate and supportable under relevant tax law. The Company believes the estimates and assumptions used to support its evaluation of tax benefit realization are reasonable. Accordingly, no adjustments have been made to the consolidated financial statements for the years ended December 31, 2013 and 2012. | |||||||||||||||||
The Company may, from time to time, be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company's financial results. In the event the Company receives an assessment for interest and penalties, it has been classified in the consolidated financial statements as income tax expense. Generally, the Company's federal, state, and local tax returns for years subsequent to 2008 remain open to examination by the major taxing jurisdictions to which the Company is subject. | |||||||||||||||||
Undistributed earnings of the Company's foreign subsidiaries are considered to be indefinitely reinvested and therefore, no provision for domestic taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to domestic income taxes, offset (in whole or in part) by foreign tax credits, related to income and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred domestic income tax liability is impracticable due to the complexities associated with its hypothetical calculation. | |||||||||||||||||
As of December 31, 2013, the Company has a Federal and state net operating loss carryovers of $13,000. These net operating losses expire in 2033. |
Derivative_liability
Derivative liability | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative liability [Abstract] | ' | ||||||||
Derivative liability | ' | ||||||||
Note 12 - Derivative liability: | |||||||||
On October 16, 2013, the Merger provided for up to an additional $14,100,000 of payments to the TOG Members and the Liquidating Trust based on a formula as described in the Merger Agreement and which is contingent upon the exercise of outstanding Company warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share (the "Parent Warrants"). The Company is required to make any payments on a monthly basis. Additionally, certain One Group employees are entitled to receive a contingent sign-on bonus of an aggregate of approximately $900,000 upon the exercise of the Parent Warrants. Any Parent Warrants that are unexercised will expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Company's Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on February 27, 2014. | |||||||||
The Company estimates the fair value of the derivative liability using the Monte Carlo method, which is comprised of the $14,100,000 in payments and the $900,000 in contingent sign-on bonus for a total of $15,000,000. The fair value of the derivative liability is initially measured on October 16, 2013 and is re-measured at the end of every reporting period with the change in value over the period reported in the statement of operations as a derivative expense. In applying the Monte Carlo method, the Company uses the following key inputs and assumptions; the stock price on the valuation date, the exercise price of the warrants of $5.00, the trigger price of $6.25, the expected volatility which is based on an analysis of comparable companies historical stock price volatilities for a period comparable to the term of the warrants, the expected months until effective registration statement, the term based on the period from the valuation date until the two-year period following the expected date of the effective registration, the risk-free rate based on the rate of US treasury securities with the same term and the discount rate based on the aggregate of the expected short-term margin and the risk-free rate. | |||||||||
The following tables summarize the components of derivative liabilities: | |||||||||
Measurement | |||||||||
Date | |||||||||
December 31, | October 16, | ||||||||
2013 | 2013 | ||||||||
Fair value of derivative liability | $ | 10,095,000 | $ | 7,648,000 | |||||
Significant assumptions (or ranges): | |||||||||
Trading market values (1) | $ | 5.75 | $ | 5 | |||||
Term (years) (2) | 2.08 | 2.25 | |||||||
Expected volatility (1) | 41.4 | % | 35.6 | % | |||||
Risk-free rate (2) | 0.38 | % | 0.42 | % | |||||
Discount rate (3) | 1.24 | % | 1.28 | % | |||||
Effective Exercise price (2) | $ | 5 | $ | 5 | |||||
Trigger price (2) | $ | 6.25 | $ | 6.25 | |||||
Expected months until effective registration (3) | 1 | 3 | |||||||
Fair value hierarchy: | |||||||||
-1 | Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived therefrom. | ||||||||
-2 | Level 2 inputs are inputs other than quoted prices that are observable. | ||||||||
-3 | Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. | ||||||||
The Company recorded $10,095,000 of derivative expense for the year ended December 31, 2013. | |||||||||
Commitments_and_contingencies
Commitments and contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments and contingencies [Abstract] | ' | ||||||||||||
Commitments and contingencies | ' | ||||||||||||
Note 13 - Commitments and contingencies: | |||||||||||||
Operating leases: | |||||||||||||
The Company is obligated under several operating leases for the restaurants, equipment and office space, expiring in various years through 2031, which provide for minimum annual rentals, escalations, percentage rent, common area expenses or increases in real estate taxes. | |||||||||||||
Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to 2013 and thereafter are as follows: | |||||||||||||
Year Ending | Net | ||||||||||||
December 31, | Expense | Income | Amount | ||||||||||
2014 | $ | 6,104,800 | $ | (1,127,152 | ) | $ | 4,977,648 | ||||||
2015 | 5,963,009 | (1,075,083 | ) | 4,887,926 | |||||||||
2016 | 5,972,152 | (1,063,785 | ) | 4,908,367 | |||||||||
2017 | 5,639,513 | (844,061 | ) | 4,795,452 | |||||||||
2018 | 5,548,726 | (864,156 | ) | 4,684,570 | |||||||||
Thereafter | 50,440,896 | (3,626,551 | ) | 46,814,345 | |||||||||
Total | $ | 79,669,096 | $ | (8,600,788 | ) | $ | 71,068,308 | ||||||
In January 2010, STK Midtown entered into a lease agreement for a term of twenty years, which was subsequently amended, that provides for the landlord to contribute up to $1,036,900 towards construction, is included in deferred rent and will be amortized over the lease term. As of December 31, 2013 and 2012, $153,332 and $210,458, respectively, remains outstanding and is included in accounts receivable. | |||||||||||||
Rent expense (including percentage rent of $424,181 and $1,405,577), included in continued operations, amounted to $3,795,248 and $3,051,896 in 2013 and 2012, respectively. Rent expense included in continuing operations has been reported in the consolidated statements of operations and comprehensive loss net of rental income of $566,433 and $391,983 in 2013 and 2012, respectively, related to subleases with related and unrelated parties which expires through 2025. | |||||||||||||
The CEO of the Company is a limited personal guarantor of the leases for the STK Miami premises with respect to certain covenants under the lease relating to construction of the new premises and helping the landlord obtain a new liquor license for the premises in the event of termination of the lease. The CEO is a limited personal guarantor of the leases for the Bagatelle New York premises with respect to JEC II, LLC's payment and performance under the lease. The CEO is also a surety to an equipment lease executed by the Company for the benefit of BBCLV, which owned and operated the recently closed Bagatelle Las Vegas. | |||||||||||||
License and management fees: | |||||||||||||
Pursuant to its amended and restated operating agreement executed in June 2007, Bridge is obligated to pay management fees equal to 2% of revenues to a member for the life of the lease. Management fees amounted to $79,120 and $85,974 in 2013 and 2012, respectively. Included in accounts payable at December 31, 2013 and 2012 are amounts due for management fees of $39,514 and $38,783, respectively. | |||||||||||||
Basement Manager, pursuant to its operating agreement, is obligated to pay management fees to the two managers of the nightclub. The Company terminated the management services for these two managers in February 2013. Management fees amounted to $60,989 and $300,000 in each of 2013 and 2012, respectively. | |||||||||||||
In January 2010, STK Vegas entered into a management agreement with a third party for a term of ten years, with two five-year option periods. Under this agreement, STK Vegas shall receive a management fee equal to 5% of gross sales, as defined ("gross sales fee") plus 20% of net profits prior to the investment breakeven point date and 43% of net profits thereafter ("incentive fee"). In addition, STK Vegas is entitled to receive a development fee equal to $200,000. The Company has elected to receive a credit against a portion of its obligation (estimated at approximately $387,000) to fund the build-out in lieu of receiving the $200,000. Management fees amounted to $4,117,533 and $2,613,812 in 2013 and 2012, respectively. | |||||||||||||
In July 2009, One 29 Park Management entered into an agreement with a third party. Under this agreement, One 29 Park Management shall receive a management fee equal to 5% of gross revenues, as defined, from the restaurant, | |||||||||||||
banquets, room service and rooftop sales and 50% of the base beverage fee, as defined, for the life of the management agreement which expires in 2025. Management fees amounted to $693,847 and $762,191 in 2013 and 2012, respectively. | |||||||||||||
In July 2010, Hip Hospitality UK entered into a management agreement with a third party to manage and operate the food and beverage operations in the Hippodrome Casino in London. Under this agreement, Hip Hospitality UK shall receive a management fee equal to 5.5% of total revenue, as defined, as well as an incentive fee if certain conditions are met, for the life of the management agreement which expires in 2022. Management fees amounted to $817,940 and $194,356 in 2013 and 2012, respectively. Included in accounts receivable at December 31, 2013 and 2012 are amounts due for management fees and reimbursable expenses of $790,511 and $576,139, respectively. | |||||||||||||
In December 2011, TOG Aldwych entered into a management agreement with a third party to operate a restaurant, bar and lounges in the ME Hotel in London. Under this agreement, TOG Aldwych shall receive a management fee equal to 5% of receipts received from food and beverages operations. In addition, TOG Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received from food and beverages operations and an additional fee equal to 65% of net operating profits, as defined, for the life of the management agreement which expires in 2032. Management fees, marketing fees and additional fees were waived in 2012. Management fee amounted to $1,206,139 in 2013. Included in accounts receivable at December 31, 2013 are amounts due for management fees of $143,474. | |||||||||||||
In May 2012, Heraea entered into a management agreement with a third party for a term of ten years, with two five-year option periods. Under this agreement, Heraea was to receive a management fee equal to 5% of gross revenues, as defined, and a profit share of gross operating profit, as defined. In 2013 the Company made a decision to discontinue this operation and is currently in discussion with the third party to terminate the management agreement. The results of operations and estimated termination costs are included in Discontinued Operations. |
Retirement_plan
Retirement plan | 12 Months Ended |
Dec. 31, 2013 | |
Retirement plan [Abstract] | ' |
Retirement plan | ' |
Note 14 - Retirement plan: | |
Effective January 1, 2012, the Company maintains a profit-sharing plan covering all eligible employees in accordance with Section 401(k) of the Internal Revenue Code. The plan is funded by employee and employer contributions. Employer contributions to the plan are at the discretion of the Company. There were no employer contributions in 2013 and 2012. | |
Outstanding_warrants
Outstanding warrants | 12 Months Ended |
Dec. 31, 2013 | |
Outstanding warrants [Abstract] | ' |
Outstanding warrants | ' |
Note 15 - Outstanding warrants: | |
At December 31, 2012, there were outstanding warrants to purchase 62,280 membership units of THE ONE GROUP at prices ranging from $22.94 to $32.00 per unit. The warrants became exercisable in 2009 through 2012 and expire at various dates through 2021. In connection with the Merger, the warrants that were outstanding at October 16, 2013 were converted into shares of the Company at an exchange ratio of 8.09 and these shares were put into a liquidating trust that was established between members of THE ONE GROUP and a designated trustee ("Liquidating Trust") in order to hold and distribute the trust's assets. The Company issued warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share in connection with the Company's initial public offering. These warrants became exercisable as of the effectiveness of the post-effective amendment on February 27, 2014 and will expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on the effective date. As a result of the effectiveness, holders of these warrants issued and outstanding may now exercise them and receive shares of common stock upon the payment of the related exercise price. |
Discontinued_operations
Discontinued operations | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Discontinued operations [Abstract] | ' | ||||||||
Discontinued operations | ' | ||||||||
Note 16 - Discontinued operations: | |||||||||
Management decided to cease operations for the following entities: One Atlantic City (2012), STKout Midtown (2013), BBCLV (2013) and Heraea (2013). | |||||||||
Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2013 and 2012: | |||||||||
Years ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revenue | $ | 1,802,832 | $ | 3,544,070 | |||||
Costs and expenses | 7,182,449 | 8,435,397 | |||||||
Loss from discontinued operations | (5,379,617 | ) | (4,891,327 | ) | |||||
Loss from impairment charge | - | (5,133,552 | ) | ||||||
Net loss from discontinued operations | $ | (5,379,617 | ) | $ | (10,024,879 | ) |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2013 | |
Litigation [Abstract] | ' |
Litigation | ' |
Note 17 - Litigation: | |
The Company is party to claims in lawsuits incidental to its business. 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. |
Other_matters
Other matters | 12 Months Ended |
Dec. 31, 2013 | |
Other matters [Abstract] | ' |
Other matters | ' |
Note 18 - Other matters: | |
In 2011, Basement Manager was under a sales tax audit by New York State Department of Taxation and Finance. In 2013, the case was settled for approximately $43,000, which has been accrued for and included in other expense in 2012. In addition, Miami Services is currently undergoing a sales tax audit by Florida Department of Revenue. The cases are still ongoing, however, at the present time, the Company does not believe that the exposure is greater than $390,000, of which approximately $321,000 is included in other expense and approximately $69,000 is included in interest expense in 2012. | |
In January 2012, STK Miami Services entered into an amendment to its services agreement with its landlord whereby STK Miami Services received $5,000,000 as consideration for including in the amendment, the option for the landlord to terminate the existing agreement. Should the landlord terminate the agreement, the landlord is obligated to pay a termination fee as defined in the agreement. |
Stockholderss_equity
Stockholders's equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity [Abstract] | ' |
Stockholders' equity | ' |
Note 19 - Stockholders' equity: | |
The Company is authorized by its amended and restated certificate of incorporation to issue up to 75,000,000 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2013, there were 24,946,739 outstanding shares of Common Stock and no outstanding shares of preferred stock. | |
The Company issued warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share in connection with the Company's initial public offering. These warrants became exercisable as of the effectiveness of the post-effective amendment on February 27, 2014 and will expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on the effective date. As a result of the effectiveness, holders of these warrants issued and outstanding may now exercise them and receive shares of common stock upon the payment of the related exercise price. | |
Prior to the closing of the merger, there were 12,500,000 outstanding shares of Common Stock held by the Company's initial stockholders. At the closing of the Merger, certain of the Company's initial stockholders forfeited an aggregate of 3,375,000 shares of Common Stock back to the Company in accordance with their respective insider letter agreements. Subsequent to the forfeiture, there were 9,125,000 outstanding shares of Common Stock held by the Company's initial stockholders. | |
At the closing of the Merger, the Company issued to the TOG Members and to the Liquidating Trust established for the benefit of TOG Members and TOG Warrant Owners 11,631,400 shares of Common Stock. As part of the Merger Consideration, the Company issued to Jonathan Segal, the former Managing Member of One Group and currently our Chief Executive Officer and a Director, 1,000,000 shares of Common Stock as a control premium. Of the 12,631,400 shares of Common Stock issued as part of the Merger Consideration, 2,000,000 shares were deposited into an escrow account to secure certain potential adjustments to the Merger Consideration and certain potential indemnification obligations. | |
At the closing of the Merger, the Company issued 59,000 shares of restricted stock to the directors as a bonus in consideration of services provided in connection with the Merger. | |
In connection with the closing of the Merger, the Company completed a private placement of 3,131,339 shares of Common Stock at a purchase price of $5.00 per share to purchasers that included some of the Company's existing shareholders, realizing gross proceeds of $15,656,695. | |
On October 23, 2013 the Company purchased the remaining 40% interest in WSATOG for $1,800,000. During 2013, the Company also purchased the remaining 27% interest in Midtown Holdings for $3,834,000. Professional fees associated with these transactions amounted to approximately $28,000. As of December 31, 2013, the Company has a 100% interest in both of these entities. For the year ended December 31, 2013, the total amount related to the purchase of minority interest is $5,662,000. | |
Stockbased_compensation
Stock-based compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock-based compensation [Abstract] | ' | ||||||||||||||||
Stock-based compensation | ' | ||||||||||||||||
Note 20 - Stock-based compensation: | |||||||||||||||||
In October 2013, the board of directors approved the 2013 Employee, Director and Consultant Equity Incentive Plan (the "2013 Plan") pursuant to which the Company may issue options, warrants, restricted stock or other stock-based awards to directors, officers, key employees and other key individuals performing services for the Company. The 2013 Plan has reserved 4,773,992 shares of common stock for issuance. All awards will be approved by the board of directors or a committee of the board of directors to be established for such purpose. | |||||||||||||||||
The Company's outstanding stock options have maximum contractual terms of up to ten years, principally vest on a quarterly basis ratably over five years and were granted at exercise prices equal to the market price of the Company's common stock on the date of grant. The Company's outstanding stock options are exercisable into shares of the Company's common stock. The Company measures the cost of employee services received in exchange for an award of equity instruments, including grants of employee stock options and restricted stock awards, based on the fair value of the award at the date of grant in accordance with the modified prospective method. The Company uses the Black-Scholes model for purposes of determining the fair value of stock options granted and recognizes compensation costs ratably over the requisite service period, net of estimated forfeitures. For restricted stock awards, the grant-date fair value is the quoted market price of the stock. | |||||||||||||||||
In October 2013, in connection with their employment agreements, Messrs. Segal and Goldfinger were granted options to purchase 1,022,104 and 511,052, respectively, shares of common stock at an exercise price of $5.00 per share. Of these options, 50% vest over time and 50% will vest based on the achievement of targeted annual milestones which have not yet been set by the board of directors. | |||||||||||||||||
In December 2013, the directors were granted 59,000 shares of restricted stock. | |||||||||||||||||
For the year ended December 31, 2013, the Company recognized $350,540 of non-cash stock-based compensation expense in general and administrative expense in the consolidated statements of operations. Included in the 2013 amount of $350,540 is $295,000 for restricted stock. | |||||||||||||||||
As of December 31, 2013, there was approximately $2,612,144 of total unrecognized compensation cost related to unvested share-based compensation grants, which is expected to be amortized over a weighted-average period of 4.9 years. | |||||||||||||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following weighted-average assumptions: | |||||||||||||||||
Year Ended | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Expected life (in years) | 6.5 | ||||||||||||||||
Risk-free interest rate | 1.41 | % | |||||||||||||||
Volatility | 32 | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
A summary of the status of stock option awards and changes during the year ended December 31, 2013 are presented below: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | ||||||||||||||||
Exercise | Contractual | Intrinsic | |||||||||||||||
Shares | Price | Life (Years) | Value | ||||||||||||||
Outstanding at December 31, 2012 | - | $ | - | ||||||||||||||
Granted | 766,578 | $ | 5 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Cancelled, expired, or forfeited | - | $ | - | ||||||||||||||
Outstanding at December 31, 2013 | 766,578 | $ | 5 | 9.8 | $ | 574,934 | |||||||||||
Exercisable at December 31, 2013 | 31,923 | $ | 5 | 9.8 | $ | 23,942 | |||||||||||
The weighted-average grant-date fair value of option awards granted, vested and non-vested during the year ended December 31, 2013 was $1.74. |
Geographic_information
Geographic information | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Geographic information [Abstract] | ' | ||||||||
Geographic information | ' | ||||||||
Note 21 - Geographic information: | |||||||||
The following table contains certain financial information by geographic location for the years ended December 31, 2013 and 2012: | |||||||||
Years ended December 31, | |||||||||
United States: | 2013 | 2012 | |||||||
Revenues - owned units | $ | 38,648,050 | $ | 56,429,452 | |||||
Management, incentive and royalty fee revenue | 4,979,190 | 3,496,914 | |||||||
Net assets | 7,572,058 | 3,031,053 | |||||||
Foreign: | |||||||||
Revenues - owned units | $ | - | $ | - | |||||
Management and development fee revenue | 2,357,438 | 194,356 | |||||||
Net assets (liabilities) | 654,579 | (542,306 | ) | ||||||
Subsequent_events
Subsequent events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent events [Abstract] | ' |
Subsequent events | ' |
Note 22 - Subsequent events: | |
On February 10, 2014 the Company entered into a lease agreement with Walt Disney Parks and Resorts U.S., Inc. with respect to the opening of an STK restaurant in Orlando, Florida. The Company expects that such restaurant will open in 2015. | |
On February 15, 2014 the Company closed its Tenjune operation in New York City and is currently exploring alternative uses for the space. |
Business_and_summary_of_signif1
Business and summary of significant accounting policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Business and summary of significant accounting policies [Abstract] | ' | |
Principles of consolidation | ' | |
Principles of consolidation: | ||
The accompanying consolidated financial statements of Committed Capital Acquisition Corporation and Subsidiaries include the accounts of THE ONE GROUP, LLC ("THE ONE GROUP") and its subsidiaries, Little West 12th LLC ("Little West 12th" ), One-LA, L.P. ("One LA"), Bridge Hospitality, LLC ("Bridge"), STK-LA, LLC ("STK-LA"), WSATOG (Miami), LLC ("WSATOG"), STK Miami Service, LLC ("Miami Services"), STK Miami, LLC ("STK Miami"), Basement Manager, LLC ("Basement Manager"), JEC II, LLC ("JEC II"), One TCI Ltd. ("One TCI"), One Marks, LLC ("One Marks"), MPD Space Events LLC ("MPD"), One 29 Park Management, LLC ("One 29 Park Management"), STK-Midtown Holdings, LLC ("Midtown Holdings"), STK Midtown, LLC ("STK Midtown"), STKout Midtown, LLC ("STKout Midtown"), STK Atlanta, LLC ("STK Atlanta"), STK-Las Vegas, LLC ("STK Vegas"), One Atlantic City, LLC ("One Atlantic City"), Asellina Marks LLC ("Asellina Marks"), Heraea Vegas, LLC ("Heraea"), Xi Shi Las Vegas, LLC ("Xi Shi Las Vegas"), T.O.G (UK) Limited ("TOG UK"), Hip Hospitality Limited ("Hip Hospitality UK"), T.O.G (Aldwych) Limited ("TOG Aldwych"), CA (Aldwych) Limited ("CA Aldwych "), BBCLV, LLC ("BBCLV") and STK DC, LLC ("STK DC"). The entities are collectively referred to herein as the "Company" or "Companies," as appropriate, and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Use of estimates | ' | |
Use of estimates: | ||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | ||
Investments | ' | |
Investments: | ||
Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Under the equity method of accounting, an Investee company's accounts are not reflected within the Company's consolidated balance sheets and statements of operations and comprehensive (loss) income; however, the Company's share of the earnings or losses of the Investee company is reflected in the caption "Equity in loss of Investee companies" in the consolidated statements of operations and comprehensive loss. The Company's carrying value in an equity method Investee company is reflected in the caption "Investments" in the Company's consolidated balance sheets. | ||
When the Company's carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company's consolidated financial statements unless the Company guaranteed obligations of the Investee company. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. See Note 8 for names of entities accounted for under the equity method and the Company's percentage interest in such entities. | ||
Fair value of financial instruments | ' | |
Fair value of financial instruments: | ||
The carrying amount of cash, receivables, accounts payable, accrued expenses, member loans and line of credit approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair value of notes payable is determined using current applicable rates for similar instruments as of the balance sheet date and approximates the carrying value of such debt. | ||
Cash and cash equivalents | ' | |
Cash and cash equivalents: | ||
The Company's cash and cash equivalents are defined as cash and short-term highly liquid investments with an original maturity of three months or less from the date of purchase. The Company's cash and cash equivalents consist of cash in banks as of December 31, 2013 and 2012. | ||
Concentrations of credit risk | ' | |
Concentrations of credit risk: | ||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and accounts receivable, which include credit card receivables. At times, the Company's cash may exceed federally insured limits. At December 31, 2013 and 2012, the Company has cash balances in excess of federally insured limits in the amount of approximately $11,147,927 and $352,482, respectively. Concentrations of credit risk with respect to credit card receivables are limited. Credit card receivables are anticipated to be collected within three business days of the transaction. | ||
The Company closely monitors the extension of credit to its noncredit card customers while maintaining allowances for potential credit losses, if required. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, if required, based on a history of past write-offs and collections and current credit considerations. The allowance for uncollectible accounts receivable totaled $164,004 at both December 31, 2013 and 2012. The determination of the allowance for uncollectible accounts receivable includes a number of factors, including the age of the accounts, past experience with the accounts, changes in collection patterns and general industry conditions. | ||
As of December 31, 2013 and 2012, amounts owed from hotels accounted for approximately 66% and 65% of accounts receivable, respectively, and amounts owed from the landlord at STK Midtown accounted for approximately 11% and 6% of accounts receivable, respectively. | ||
Noncontrolling interest | ' | |
Noncontrolling interest: | ||
Noncontrolling interest related to the Company's ownership interests of less than 100% is reported as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest in the Company's earnings is reported as net loss attributable to the noncontrolling interest in the consolidated statements of operations and comprehensive loss. | ||
Foreign currency translation | ' | |
Foreign currency translation: | ||
Assets and liabilities of foreign operations are translated into U.S. dollars at year end exchange rates and revenues and expenses are translated at average monthly exchange rates. Gains or losses resulting from the translation of foreign subsidiaries represent other comprehensive income (loss) and are accumulated as a separate component of stockholders' equity. Currency transaction gains or losses are recorded as other income (expense) in the consolidated statements of operations and comprehensive loss and amounted to $0 in both of the years ended December 31, 2013 and 2012. | ||
Accounts receivable | ' | |
Accounts receivable: | ||
Accounts receivable is primarily comprised of normal business receivables such as credit card receivables, landlord contributions for construction, management and incentive fees and other reimbursable amounts due from hotel operators where the Company has a location, and are recorded when the products or services have been delivered or rendered at the invoiced amounts. | ||
Inventory | ' | |
Inventory: | ||
The Company's inventory consists of food, liquor and other beverages and is valued at the lower of cost, on a first-in first-out basis, or market. | ||
Property and equipment | ' | |
Property and equipment: | ||
Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives as follows: | ||
Computer and equipment | 5-7 years | |
Furniture and fixtures | 5-7 years | |
Restaurant supplies are capitalized during initial year of operations. All supplies purchased subsequent are charged to operations as incurred. Leasehold improvements are amortized on the straight-line method over the lesser of the estimated useful life of the assets or the lease term. Costs of maintenance and repairs are charged to operations as incurred. Any major improvements and additions are capitalized. | ||
Impairment of long-lived assets | ' | |
Impairment of long-lived assets: | ||
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing a review for impairment, the Company compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred, the loss would be recognized during that period. The impairment loss is calculated as the difference between the asset carrying values and the present value of estimated net cash flows or comparable market values. No impairment was recognized during the year ended December 31, 2013. In 2012, management determined that 100% of the property and equipment for BBCLV were impaired. An impairment charge of $5,059,495 is recorded in discontinued operations in the Company's consolidated statements of operations and comprehensive loss in 2012. | ||
In 2012, management decided to close One Atlantic City and STKout Midtown due to continuing losses. As a result, certain assets were deemed impaired. An impairment charge of $74,057 is recorded in discontinued operations in the Company's consolidated statements of operations and comprehensive loss in 2012. | ||
Deferred rent | ' | |
Deferred rent: | ||
Deferred rent represents the net amount of the excess of recognized rent expense over scheduled lease payments and recognized sublease rental income over sublease receipts. Deferred rent also includes the landlord's contribution towards construction (lease incentive), that will be amortized over the lease term. For rent expense, the Company straight lines the expense. | ||
Pre-opening expenses | ' | |
Pre-opening expenses: | ||
Costs of pre-opening activities are expensed as incurred. | ||
Revenue recognition | ' | |
Revenue recognition: | ||
Revenue consists of restaurant sales, management, incentive and royalty fee revenues. The Company recognizes restaurant revenues when goods and services are provided. Revenue for management services (inclusive of incentive fees) are recognized when services are performed or earned and fees are billable. Royalty fees are recognized as revenue in the period the licensed restaurants' revenues are earned. | ||
Deferred revenue | ' | |
Deferred revenue: | ||
Deferred revenue represents gift certificates outstanding and deposits on parties. The Company recognizes this revenue when the gift certificates are redeemed and/or the parties are held. | ||
Taxes collected from customers | ' | |
Taxes collected from customers: | ||
The Company accounts for sales taxes collected from customers on a net basis (excluded from revenues). | ||
Income taxes | ' | |
Income taxes: | ||
For the year ended December 31, 2012 the Company was not a taxpaying entity for Federal or state income tax purposes. Accordingly, no Federal or state income tax expense had been recorded in the accompanying consolidated financial statements for that year. Income or loss of the Company was allocated to the members for inclusion in their individual income tax returns. The Company was however, liable for New York City unincorporated business tax for that year. In addition, four of the entities included in the consolidated financial statements are foreign entities (UK entities). These companies remain liable for local statutory taxes which have been provided for in the consolidated financial statements. In connection with the Merger, the Company became a corporation that is subject to Federal, state and local taxes. | ||
The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the consolidated financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | ||
The Company accounts for income taxes in accordance with FASB ASC 740 "Accounting for Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. After an evaluation of the realizability of the Company's deferred tax assets, the Company increased its valuation allowance by $10,300,000 during 2013. See Note 11, "Incomes Taxes," for a further discussion of the Company's provision for income taxes. | ||
The Company has no unrecognized tax benefits at December 31, 2013 and 2012. The Company's U.S. Federal, state and local income tax returns prior to fiscal year 2010 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company's foreign income tax returns prior to fiscal year 2011 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. | ||
The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. | ||
Advertising | ' | |
Advertising: | ||
The Company expenses the cost of advertising and promotions as incurred. Advertising expense included in continuing operations amounted to $1,462,165 and $1,614,090 in 2013 and 2012, respectively. | ||
Comprehensive income (loss) | ' | |
Comprehensive income (loss): | ||
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company's other comprehensive income (loss) is comprised of foreign currency translation adjustments. The amount of other comprehensive income (loss) related to the foreign currency adjustment amounted to $61,494 and ($12,092) as of December 31, 2013 and 2012, respectively. | ||
Net (loss) income per share | ' | |
Net (loss) income per share: | ||
Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income 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 and warrants. For the years ended December 31, 2013 and 2012, respectively, all equivalent shares underlying options and warrants were excluded from the calculation of diluted loss per share because we had net losses presented and therefore equivalent shares would have an anti-dilutive effect. | ||
Recent accounting pronouncements | ' | |
Recent accounting pronouncements | ||
In July 2013, the FASB issued amendments to FASB ASC Topic 740 "Income Taxes." The amendments provide further guidance to the balance sheet presentation of unrecognized tax benefits when a net operating loss or similar tax loss carryforwards, or tax credit carryforwards exist. The amendments will be effective for public entities for annual periods beginning after December 15, 2013. The Company is currently reviewing the implications of this amendment, but does not believe it will have a material impact on the consolidated results of operations or on the financial position. |
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventory consists of the following: | |||||||||
At December 31, | |||||||||
2013 | 2012 | ||||||||
Food | $ | 79,773 | $ | 116,191 | |||||
Beverages | 898,619 | 1,249,990 | |||||||
Totals | $ | 978,392 | $ | 1,366,181 |
Property_and_equipment_net_Tab
Property and equipment, net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and equipment, net [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment, net consist of the following: | |||||||||
At December 31, | |||||||||
2013 | 2012 | ||||||||
Furniture, fixtures and equipment | $ | 6,382,710 | $ | 6,033,422 | |||||
Leasehold improvements | 17,897,561 | 23,767,148 | |||||||
Construction in progress | 826,065 | 11,653 | |||||||
Restaurant supplies | 602,261 | 592,583 | |||||||
25,708,597 | 30,404,806 | ||||||||
Less accumulated depreciation and amortization | 12,263,184 | 16,769,324 | |||||||
Totals | $ | 13,445,413 | $ | 13,635,482 |
Accrued_expenses_Tables
Accrued expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued expenses [Abstract] | ' | ||||||||
Schedule of Accrued Expenses | ' | ||||||||
Accrued expenses at December 31 consisted of the following: | |||||||||
2013 | 2012 | ||||||||
Sales tax payable | $ | 493,886 | $ | 750,612 | |||||
Legal | - | 248,068 | |||||||
Payroll and related | 498,228 | 258,644 | |||||||
Interest | - | 277,633 | |||||||
Termination costs | 1,375,341 | - | |||||||
Due to hotels | 200,000 | 250,721 | |||||||
Property and equipment | - | 242,814 | |||||||
Other | 569,752 | 385,639 | |||||||
Totals | $ | 3,137,207 | $ | 2,414,131 | |||||
Nonconsolidated_variable_inter1
Nonconsolidated variable interest entities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Nonconsolidated variable interest entities [Abstract] | ' | ||||||||
Schedule of Nonconsolidated Variable Interest Entities | ' | ||||||||
Therefore consolidation in the Company's financial statements is not required. At December 31, 2013 and 2012, the Company held the following investments: | |||||||||
At December 31, | |||||||||
2013 | 2012 | ||||||||
Bagatelle NY LA Investors, LLC ("Bagatelle Investors") | $ | 840,614 | $ | 1,075,418 | |||||
Bagatelle Little West 12th, LLC ( "Bagatelle NY") | 1,192,363 | 439,365 | |||||||
Bagatelle La Cienega, LLC ("Bagatelle LA") | - | - | |||||||
Totals | $ | 2,032,977 | $ | 1,514,783 |
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Investments [Abstract] | ' | ||||||||||||||||
Schedule of Equity Method Investments | ' | ||||||||||||||||
Condensed financial information for Bagatelle Investors, Bagatelle NY, Bagatelle LA and One 29 Park as of, and for the years ended December 31, 2013 and 2012 are as follows: | |||||||||||||||||
December 31, 2013: | |||||||||||||||||
Bagatelle | Bagatelle | Bagatelle | One 29 | ||||||||||||||
Investors | NY | LA | Park | ||||||||||||||
Company ownership | 31.24 | % | 5.23 | -1% | 5.23 | -2% | 10 | % | |||||||||
Current assets | $ | 164,662 | $ | 1,628,639 | $ | 94,634 | $ | 2,136,179 | |||||||||
Noncurrent assets | 2,944,785 | 2,708,504 | 587,861 | 1,182,845 | |||||||||||||
Current liabilities | (1,471 | ) | (707,324 | ) | (1,187,803 | ) | (750,430 | ) | |||||||||
Noncurrent liabilities | - | (171,996 | ) | (26,771 | ) | - | |||||||||||
Equity | $ | 3,107,976 | $ | 3,457,823 | $ | (532,079 | ) | $ | 2,568,594 | ||||||||
Revenues | $ | - | $ | 12,137,584 | $ | 1,660,135 | $ | 10,454,523 | |||||||||
Operating income (loss) | 271,606 | 1,987,230 | (665,838 | ) | 2,014,725 | ||||||||||||
Net income (loss) | 271,606 | 1,928,587 | (665,838 | ) | 371,739 | ||||||||||||
December 31, 2012: | |||||||||||||||||
Bagatelle | Bagatelle | Bagatelle | One 29 | ||||||||||||||
Investors | NY | LA | Park | ||||||||||||||
Company ownership | 31.24 | % | 5.23 | -1% | 5.23 | -2% | 10 | % | |||||||||
Current assets | $ | 684,095 | $ | 1,165,932 | $ | 107,517 | $ | 1,673,947 | |||||||||
Noncurrent assets | 3,229,291 | 2,702,895 | 674,312 | 1,171,226 | |||||||||||||
Current liabilities | (117,017 | ) | (1,512,816 | ) | (626,338 | ) | (567,270 | ) | |||||||||
Noncurrent liabilities | - | (119,956 | ) | (21,732 | ) | - | |||||||||||
Equity | $ | 3,796,369 | $ | 2,236,055 | $ | 133,759 | $ | 2,277,903 | |||||||||
Revenues | $ | - | $ | 6,089,189 | $ | 1,745,057 | $ | 10,911,564 | |||||||||
Operating income (loss) | (184,380 | ) | 105,420 | (995,511 | ) | 2,185,157 | |||||||||||
Net income (loss) | (184,380 | ) | 79,416 | (1,002,842 | ) | 499,847 | |||||||||||
-1 | This reflects the Company's direct ownership of 5.23% in Bagatelle NY. In addition, the Company has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 45.90% for a total effective ownership of 51.13% | ||||||||||||||||
-2 | This reflects the Company's direct ownership of 5.23% in Bagatelle LA. In addition, the Company has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 38.10% for a total effective ownership of 43.33%. | ||||||||||||||||
Income_taxes_Tables
Income taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income taxes [Abstract] | ' | ||||||||||||||||
Schedule of the Provision for Income Taxes | ' | ||||||||||||||||
The provision for income tax expense consists of the following: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Current tax expense: | |||||||||||||||||
Federal | $ | - | $ | - | |||||||||||||
State and local | 211,205 | 301,932 | |||||||||||||||
Foreign | 165,000 | ||||||||||||||||
Total current tax expense | 376,205 | 301,932 | |||||||||||||||
Deferred tax expense (benefit): | |||||||||||||||||
Federal | - | - | |||||||||||||||
State and local | 116,690 | (288,130 | ) | ||||||||||||||
Total deferred tax expense (benefit) | 116,690 | (288,130 | ) | ||||||||||||||
Total income tax expense | $ | 492,895 | $ | 13,802 | |||||||||||||
Schedule of Components of Income (Loss) before Income Taxes | ' | ||||||||||||||||
The difference between the reported income tax expense and taxes determined by applying the applicable U.S. federal statutory income tax rate to (loss) income before taxes from continuing operations is reconciled as follows: | |||||||||||||||||
Year ended | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Income (loss) from continuing operations before | |||||||||||||||||
Provision for income taxes | |||||||||||||||||
Domestic | $ | (17,082,577 | ) | $ | 7,553,949 | ||||||||||||
Foreign | 1,101,614 | (307,382 | ) | ||||||||||||||
Total | $ | ( 15,980,963 | ) | $ | 7,246,567 | ||||||||||||
Schedule of the Reconciliation Between the Effective Tax Rate and the Statutory Tax Rate | ' | ||||||||||||||||
Year ended | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Income tax expense at federal statutory rate | $ | (5,433,527 | ) | 34 | % | $ | - | ||||||||||
State and local taxes - current | 139,395 | (0.9 | )% | 301,932 | 4.2 | % | |||||||||||
State and local taxes - deferred | (1,818,068 | ) | 11.4 | % | (176,755 | ) | (2.4 | )% | |||||||||
Transaction costs | 923,179 | (5.8 | )% | - | |||||||||||||
Nondeductible control premium | 1,700,000 | (10.6 | )% | - | |||||||||||||
Goodwill | (3,018,444 | ) | 18.9 | % | - | ||||||||||||
Deferred tax from rate change from LLC to C corporation | (2,104,370 | ) | 13.2 | % | - | ||||||||||||
Change in valuation allowance | 10,249,612 | (64.1 | )% | (111,375 | ) | (1.6 | )% | ||||||||||
Other items, net | (144,882 | ) | 0.8 | % | - | ||||||||||||
Total income tax expense | $ | 492,895 | (3.1 | )% | $ | 13,802 | 0.2 | % | |||||||||
Schedule of the Components of Deferred Tax Assets and Liabilities | ' | ||||||||||||||||
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are presented below: | |||||||||||||||||
Year ended | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
State and local net operating loss carryforwards | $ | 1,042 | $ | 76,918 | |||||||||||||
Deferred rent liabilities | 787,362 | 169,183 | |||||||||||||||
Lease incentives | 34,893 | 36,868 | |||||||||||||||
Depreciation and amortization | 1,454,206 | 66,413 | |||||||||||||||
Stock compensation | 23,329 | - | |||||||||||||||
FICA tip credit carryforward | 126,010 | - | |||||||||||||||
Net operating loss | 4,427 | - | |||||||||||||||
Goodwill | 3,687,236 | - | |||||||||||||||
Derivative expense | 4,239,900 | - | |||||||||||||||
Restricted stock grant | 123,900 | - | |||||||||||||||
Total deferred tax assets | 10,482,305 | 349,382 | |||||||||||||||
Valuation allowance | (10,249,612 | ) | - | ||||||||||||||
Net deferred tax assets | $ | 232,693 | $ | 349,382 |
Derivative_liability_Tables
Derivative liability (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative liability [Abstract] | ' | ||||||||
Schedule of Components of Derivative Liabilities | ' | ||||||||
The following tables summarize the components of derivative liabilities: | |||||||||
Measurement | |||||||||
Date | |||||||||
December 31, | October 16, | ||||||||
2013 | 2013 | ||||||||
Fair value of derivative liability | $ | 10,095,000 | $ | 7,648,000 | |||||
Significant assumptions (or ranges): | |||||||||
Trading market values (1) | $ | 5.75 | $ | 5 | |||||
Term (years) (2) | 2.08 | 2.25 | |||||||
Expected volatility (1) | 41.4 | % | 35.6 | % | |||||
Risk-free rate (2) | 0.38 | % | 0.42 | % | |||||
Discount rate (3) | 1.24 | % | 1.28 | % | |||||
Effective Exercise price (2) | $ | 5 | $ | 5 | |||||
Trigger price (2) | $ | 6.25 | $ | 6.25 | |||||
Expected months until effective registration (3) | 1 | 3 | |||||||
Fair value hierarchy: | |||||||||
-1 | Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived therefrom. | ||||||||
-2 | Level 2 inputs are inputs other than quoted prices that are observable. | ||||||||
-3 | Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. | ||||||||
The Company recorded $10,095,000 of derivative expense for the year ended December 31, 2013. | |||||||||
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments and contingencies [Abstract] | ' | ||||||||||||
Schedule of Future Minimum Rental Payments | ' | ||||||||||||
Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to 2013 and thereafter are as follows: | |||||||||||||
Year Ending | Net | ||||||||||||
December 31, | Expense | Income | Amount | ||||||||||
2014 | $ | 6,104,800 | $ | (1,127,152 | ) | $ | 4,977,648 | ||||||
2015 | 5,963,009 | (1,075,083 | ) | 4,887,926 | |||||||||
2016 | 5,972,152 | (1,063,785 | ) | 4,908,367 | |||||||||
2017 | 5,639,513 | (844,061 | ) | 4,795,452 | |||||||||
2018 | 5,548,726 | (864,156 | ) | 4,684,570 | |||||||||
Thereafter | 50,440,896 | (3,626,551 | ) | 46,814,345 | |||||||||
Total | $ | 79,669,096 | $ | (8,600,788 | ) | $ | 71,068,308 |
Discontinued_operations_Tables
Discontinued operations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Discontinued operations [Abstract] | ' | ||||||||
Schedule of Discontinued Operations | ' | ||||||||
Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2013 and 2012: | |||||||||
Years ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revenue | $ | 1,802,832 | $ | 3,544,070 | |||||
Costs and expenses | 7,182,449 | 8,435,397 | |||||||
Loss from discontinued operations | (5,379,617 | ) | (4,891,327 | ) | |||||
Loss from impairment charge | - | (5,133,552 | ) | ||||||
Net loss from discontinued operations | $ | (5,379,617 | ) | $ | (10,024,879 | ) |
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock-based compensation [Abstract] | ' | ||||||||||||||||
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Award Using Black-Scholes Valuation Model | ' | ||||||||||||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following weighted-average assumptions: | |||||||||||||||||
Year Ended | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Expected life (in years) | 6.5 | ||||||||||||||||
Risk-free interest rate | 1.41 | % | |||||||||||||||
Volatility | 32 | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Summary of Stock Option Activity Under Stock Option and Incentive Plans | ' | ||||||||||||||||
A summary of the status of stock option awards and changes during the year ended December 31, 2013 are presented below: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | ||||||||||||||||
Exercise | Contractual | Intrinsic | |||||||||||||||
Shares | Price | Life (Years) | Value | ||||||||||||||
Outstanding at December 31, 2012 | - | $ | - | ||||||||||||||
Granted | 766,578 | $ | 5 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Cancelled, expired, or forfeited | - | $ | - | ||||||||||||||
Outstanding at December 31, 2013 | 766,578 | $ | 5 | 9.8 | $ | 574,934 | |||||||||||
Exercisable at December 31, 2013 | 31,923 | $ | 5 | 9.8 | $ | 23,942 |
Geographic_information_Tables
Geographic information (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Geographic information [Abstract] | ' | ||||||||
Summary of Financial Information by Geographic Location | ' | ||||||||
The following table contains certain financial information by geographic location for the years ended December 31, 2013 and 2012: | |||||||||
Years ended December 31, | |||||||||
United States: | 2013 | 2012 | |||||||
Revenues - owned units | $ | 38,648,050 | $ | 56,429,452 | |||||
Management, incentive and royalty fee revenue | 4,979,190 | 3,496,914 | |||||||
Net assets | 7,572,058 | 3,031,053 | |||||||
Foreign: | |||||||||
Revenues - owned units | $ | - | $ | - | |||||
Management and development fee revenue | 2,357,438 | 194,356 | |||||||
Net assets (liabilities) | 654,579 | (542,306 | ) | ||||||
Merger_Details
Merger (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 16, 2013 | |
The One Group [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Shares issued in business acquisition | ' | ' | 12,631,400 |
Par value of stock in business acquisition | ' | ' | $0.00 |
Proceeds from merger | $15,453,217 | ' | $28,800,000 |
Assumed accrued expense liabilities | ' | ' | 1,500,000 |
Payment to acquire member interest | ' | ' | 11,750,000 |
Shares issued to CEO and director as a control premium | ' | ' | 1,000,000 |
Shares issued to CEO and related entities, pro rata portion | ' | ' | 7,680,666 |
Escrow shares | ' | ' | 2,000,000 |
Additional payments to TOG Members | ' | ' | 14,100,000 |
Shares required for additional payments to TOG Members | ' | ' | 5,750,000 |
Shares issued price per share | ' | ' | $5 |
Exercise price of warrants | ' | ' | 5 |
Aggregate contingent sign-on bonus | ' | ' | 900,000 |
Minimum price per share per agreement | ' | ' | $6.25 |
Amount in excess of $20,000 of excess liabilities | ' | ' | 12,721 |
Excess liabilities and working capital shortfall | ' | ' | 32,721 |
Issuance of common stock in private placement | ' | ' | 3,131,339 |
Proceeds from private placement | ' | ' | $15,656,695 |
Merger exchange ratio | ' | ' | '8.09 to one |
Business_and_summary_of_signif2
Business and summary of significant accounting policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Business and summary of significant accounting policies [Abstract] | ' | ' |
Foreign currency transaction gains (losses) | $61,000 | ($12,000) |
Property and equipment impairment charge | ' | 5,059,495 |
Other long-lived asset impairment charges | ' | 74,057 |
Change in valuation allowance | 10,300,000 | ' |
Advertising expense | 1,462,165 | 1,614,090 |
Gain (loss) on foreign currency translation, net | $0 | $0 |
Business_and_summary_of_signif3
Business and summary of significant accounting policies (Nature of business) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Little West 12th [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 61.22% | 61.22% |
One LA [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 78.47% | 78.47% |
Bridge [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 77.00% | 77.00% |
WSATOG [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 60.00% | 60.00% |
Purchase price for additional interest in WSATOG | 1,800,000 | ' |
Additional interest purchased in WSATOG | 40.00% | ' |
WSATOG [Member] | Miami Services and STK Miami [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 100.00% | ' |
Basement Manager [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 63.40% | 55.00% |
JEC II [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 96.14% | 96.14% |
One Marks [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 95.09% | 95.09% |
One 29 Park [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 10.00% | 10.00% |
Midtown Holdings [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 100.00% | 73.00% |
Purchase price for additional interest in WSATOG | 3,834,000 | ' |
Additional interest purchased in WSATOG | 27.00% | ' |
Midtown Holdings [Member] | STK Midtown and STKout Midtown [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 100.00% | ' |
Asellina Marks [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 50.00% | 50.00% |
TOG UK [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 100.00% | 50.01% |
TOG UK [Member] | TOG Aldwych and CA Aldwych [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 100.00% | ' |
Hip Hospitality UK [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 100.00% | 70.00% |
BBCLV [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 86.06% | 78.60% |
STK DC [Member] | ' | ' |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ' | ' |
Ownership interest in subsidiary | 93.50% | 100.00% |
Business_and_summary_of_signif4
Business and summary of significant accounting policies (Concentrations of credit risk) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | ||||
Hotels [Member] | Hotels [Member] | Landlord at Midtown [Member] | Landlord at Midtown [Member] | ||||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | 66.00% | 65.00% | 11.00% | 6.00% |
Allowance for Doubtful Accounts Receivable, Current | $164,004 | $164,004 | ' | ' | ' | ' | ' |
Cash, Uninsured Amount | $11,147,927 | $352,482 | ' | ' | ' | ' | ' |
Business_and_summary_of_signif5
Business and summary of significant accounting policies (Property and equipment) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Computer and equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Computer and equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '7 years |
Furniture and fixtures [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Furniture and fixtures [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '7 years |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory [Line Items] | ' | ' |
Inventory | $978,392 | $1,366,181 |
Food [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory | 79,773 | 116,191 |
Beverages [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory | $898,619 | $1,249,990 |
Property_and_equipment_net_Det
Property and equipment, net (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $25,708,597 | $30,404,806 |
Less accumulated depreciation and amortization | 12,263,184 | 16,769,324 |
Totals | 13,445,413 | 13,635,482 |
Depreciation and amortization | 1,598,080 | 7,329,860 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 6,382,710 | 6,033,422 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 17,897,561 | 23,767,148 |
Construction in progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 826,065 | 11,653 |
Restaurant supplies [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $602,261 | $592,583 |
Accrued_expenses_Details
Accrued expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued expenses [Abstract] | ' | ' |
Sales tax payable | $493,886 | $750,612 |
Legal | ' | 248,068 |
Payroll and related | 498,228 | 258,644 |
Interest | ' | 277,633 |
Termination costs | 1,375,341 | ' |
Due to hotels | 200,000 | 250,721 |
Property and equipment | ' | 242,814 |
Other | 569,752 | 385,639 |
Totals | $3,137,207 | $2,414,131 |
Notes_payable_Details
Notes payable (Details) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Oct. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2009 | Oct. 31, 2009 | Oct. 31, 2009 | Oct. 31, 2009 | Oct. 31, 2009 | Dec. 31, 2012 | Oct. 31, 2009 | Oct. 31, 2009 | Oct. 31, 2009 | Oct. 31, 2009 | Jan. 31, 2013 | Oct. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Oct. 31, 2011 | Jan. 31, 2013 | Oct. 31, 2011 | |
Minimum [Member] | Maximum [Member] | Note Payable [Member] | Note Payable [Member] | Note Payable [Member] | Note Payable [Member] | Note Payable [Member] | Note Payable [Member] | Note Payable [Member] | Secured Note Payable [Member] | Secured Note Payable [Member] | Secured Note Payable [Member] | Secured Note Payable [Member] | Secured Note Payable [Member] | Secured Note Payable [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | |||
JECII [Member] | One Marks [Member] | Little West 12th [Member] | One LA [Member] | JECII [Member] | One Marks [Member] | Little West 12th [Member] | One LA [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Oct-09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Membership units purchased by THE ONE GROUP | ' | ' | ' | ' | ' | ' | ' | 10.14% | 6.55% | 5.19% | 4.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face value of debt | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership interest used as collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.14% | 6.55% | 5.19% | 4.63% | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly interest payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly payments, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of quarterly interest payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for purchase of membership units | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment to acquire membership units, cash portion | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units called by warrants | ' | ' | ' | ' | 10,090 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | ' | ' | 22.94 | 32 | 22.94 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Frequency of note payment | ' | ' | ' | ' | 'quarterly | ' | ' | ' | ' | ' | ' | 'quarterly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly payments | ' | ' | ' | ' | 5,656 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable, amount outstanding | ' | ' | ' | ' | ' | 15,000 | 35,000 | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense on notes | 293,136 | 148,141 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 3,000,000 | ' | ' | ' | ' | ' | ' |
Credit facility interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Interest rate, additional rate over prime | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 1.75% | 5.00% | 5.00% |
Termination date of credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Apr-15 | 30-Apr-14 | ' | ' | ' | ' | ' | ' |
Annual fee paid to CEO for personal guarantee on credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102,833 | 57,399 | ' | ' | ' | ' |
Credit facility, amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,316,865 | 2,477,778 | ' | ' | ' | ' |
Minimum future payments on the notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | $4,316,865 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Member_loans_Details
Member loans (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 31, 2007 | Oct. 31, 2009 | Dec. 31, 2012 | Oct. 13, 2009 | Dec. 09, 2011 | Dec. 09, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
USD ($) | USD ($) | Demand Loans [Member] | Demand Loans [Member] | Demand Loans [Member] | Demand Loans [Member] | Demand Loans [Member] | Demand Loans [Member] | Notes Payable Related Party [Member] | Notes Payable Related Party [Member] | Notes Payable Related Party [Member] | Loan Agreement One [Member] | Loan Agreement Two [Member] | Loan Agreements [Member] | Loan Agreements [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | USD ($) | USD ($) | USD ($) | GBP (£) | GBP (£) | USD ($) | USD ($) | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans payable | ' | $5,027,613 | ' | ' | $4,181,391 | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | $846,222 |
Interest rate | ' | ' | ' | ' | ' | ' | 6.00% | 12.00% | ' | ' | 12.00% | 8.00% | 8.00% | ' | ' |
Conversion of debt to equity | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable forgiven | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest on member loans | ' | 277,633 | ' | ' | 1,398,925 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | 281,180 | ' | 358,104 | 281,299 | ' | ' | ' | ' | 8,408 | ' | ' | ' | 72,167 | 45,379 |
Face value of debt | ' | ' | ' | ' | ' | 4,392,777 | ' | ' | ' | ' | 750,000 | 230,000 | 300,000 | ' | ' |
Maturity | ' | ' | ' | ' | ' | ' | ' | ' | 14-Oct-14 | ' | ' | ' | ' | ' | ' |
Additional funding | ' | ' | ' | ' | ' | ' | ' | ' | $26,652 | ' | ' | ' | ' | ' | ' |
Nonconsolidated_variable_inter2
Nonconsolidated variable interest entities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Variable Interest Entity [Line Items] | ' | ' |
Investments | $2,032,977 | $1,514,783 |
Bagatelle NY LA Investors, LLC [Member] | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Investments | 840,614 | 1,075,418 |
Bagatelle Little West 12 th Street, LLC [Member] | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Investments | 1,192,363 | 439,365 |
Bagatelle La Cienega, LLC [Member] | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Investments | ' | ' |
Investments_Details
Investments (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Investments | $2,032,977 | $1,514,783 | ||
Due to related parties | 27,979 | 518,366 | ||
Due from related parties | 245,280 | 51,771 | ||
Accounts receivable, net | 2,923,754 | 3,393,933 | ||
Bagtelle Investors [Member] | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Ownership percentage | 31.24% | 31.24% | ||
Current assets | 164,662 | 684,095 | ||
Non-current assets | 2,944,785 | 3,229,291 | ||
Current liabilities | -1,471 | -117,017 | ||
Non-current liabilities | ' | ' | ||
Equity | 3,107,976 | 3,796,369 | ||
Revenues | ' | ' | ||
Operating income (loss) | 271,606 | -184,380 | ||
Net income (loss) | 271,606 | -184,380 | ||
Bagatelle NY [Member] | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Ownership percentage | 5.23% | [1] | 5.23% | [1] |
Indirect ownership percentage | 45.90% | ' | ||
Effective ownership percentage | 51.13% | ' | ||
Current assets | 1,628,639 | 1,165,932 | ||
Non-current assets | 2,708,504 | 2,702,895 | ||
Current liabilities | -707,324 | -1,512,816 | ||
Non-current liabilities | -171,996 | -119,956 | ||
Equity | 3,457,823 | 2,236,055 | ||
Revenues | 12,137,584 | 6,089,189 | ||
Operating income (loss) | 1,987,230 | 105,420 | ||
Net income (loss) | 1,928,587 | 79,416 | ||
Bagatelle LA [Member] | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Ownership percentage | 5.23% | [2] | 5.23% | [2] |
Indirect ownership percentage | 38.10% | ' | ||
Effective ownership percentage | 43.33% | ' | ||
Current assets | 94,634 | 107,517 | ||
Non-current assets | 587,861 | 674,312 | ||
Current liabilities | -1,187,803 | -626,338 | ||
Non-current liabilities | -26,771 | -21,732 | ||
Equity | -532,079 | 133,759 | ||
Revenues | 1,660,135 | 1,745,057 | ||
Operating income (loss) | -665,838 | -995,511 | ||
Net income (loss) | -665,838 | -1,022,842 | ||
One Park [Member] | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Ownership percentage | 10.00% | 10.00% | ||
Current assets | 2,136,179 | 1,673,947 | ||
Non-current assets | 1,182,845 | 1,171,226 | ||
Current liabilities | -750,430 | -567,270 | ||
Non-current liabilities | ' | ' | ||
Equity | 2,568,594 | 2,277,903 | ||
Revenues | 10,454,523 | 10,911,564 | ||
Operating income (loss) | 2,014,725 | 2,185,157 | ||
Net income (loss) | 371,739 | 499,847 | ||
Investments | 506,000 | 419,000 | ||
Equity Method Investments [Member] | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Due to related parties | 29,123 | ' | ||
Due from related parties | ' | -488,805 | ||
Accounts receivable, net | $415,371 | $345,786 | ||
[1] | This reflects the Company's direct ownership of 5.23% in Bagatelle NY. In addition, the Company has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 45.90% for a total effective ownership of 51.13% | |||
[2] | This reflects the Company's direct ownership of 5.23% in Bagatelle LA. In addition, the Company has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 38.10% for a total effective ownership of 43.33%. |
Related_party_transactions_Det
Related party transactions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | $27,979 | $518,366 |
Incurred expenses | ' | ' |
Other assets | 1,333,432 | 925,389 |
Non-Interest Bearing Cash Advances [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | ' | ' |
Other assets | 1,107,220 | 678,495 |
Design Services [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | 0 | 20,400 |
Incurred expenses | 59,600 | 950 |
Other assets | ' | ' |
Legal Fees [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | 416,700 | 410,000 |
Incurred expenses | 1,161,000 | 654,000 |
Other assets | ' | ' |
Consulting Fees [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | ' | ' |
Incurred expenses | 0 | 53,000 |
Other assets | ' | ' |
Construction Serivces [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | 15,900 | ' |
Incurred expenses | $1,825,400 | ' |
Income_Taxes_Schedule_of_Provi
Income Taxes (Schedule of Provision for Income Tax Expense) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current tax expense: | ' | ' |
Federal | ' | ' |
State and local | 211,205 | 301,932 |
Foreign | 165,000 | ' |
Total current tax expense | 376,205 | 301,932 |
Deferred tax expense (benefit): | ' | ' |
Federal | ' | ' |
State and local | 116,690 | -288,130 |
Total deferred tax expense (benefit) | 116,690 | -288,130 |
Total income tax expense | $492,895 | $13,802 |
Income_taxes_Schedule_of_Incom
Income taxes (Schedule of Income (Loss) Before Taxes from Continuing Operations) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income taxes [Abstract] | ' | ' |
Domestic | ($17,082,577) | $7,553,949 |
Foreign | 1,101,614 | -307,382 |
Total | ($15,980,963) | $7,246,567 |
Income_Taxes_Schedule_of_Recon
Income Taxes (Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income tax reconciliation of the effective tax rate and the statutory rate | ' | ' |
Income tax expense at federal statutory rate | ($5,433,527) | ' |
State and local taxes - current | 139,395 | 301,932 |
State and local taxes - deferred | -1,818,068 | -176,755 |
Transaction costs | 923,179 | ' |
Nondeductible control premium | 1,700,000 | ' |
Goodwill | -3,018,444 | ' |
Deferred tax from rate change from LLC to C corporation | -2,104,370 | ' |
Change in valuation allowance | 10,249,612 | -111,375 |
Other items, net | -144,882 | ' |
Provision for income taxes | 492,895 | 13,802 |
Reconciliation between the statutory rate and the effective tax rate, percent | ' | ' |
Income tax expense at federal statutory rate | 34.00% | ' |
State and local taxes - current | -0.90% | 4.20% |
State and local taxes - deferred | 11.40% | -2.40% |
Transaction costs | -5.80% | ' |
Nondeductible control premium | -10.60% | ' |
Goodwill | 18.90% | ' |
Deferred tax from rate change from LLC to C corporation | 13.20% | ' |
Change in valuation allowance | -64.10% | -1.60% |
Other items, net | 0.80% | ' |
Effective tax rate | -3.10% | 0.20% |
Change in valuation allowance | $10,300,000 | ' |
Income_taxes_Schedule_of_Defer
Income taxes (Schedule of Deferred Tax Assets) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred tax assets and liabilities | ' | ' |
State and local net operating loss carryforwards | $1,042 | $76,918 |
Deferred rent liabilities | 787,362 | 169,183 |
Lease incentives | 34,893 | 36,868 |
Depreciation and amortization | 1,454,206 | 66,413 |
Share based compensation | 23,329 | ' |
FICA tip credit carryforward | 126,010 | ' |
Net operating loss | 4,427 | ' |
Goodwill | 3,687,236 | ' |
Derivative expense | 4,239,900 | ' |
Restricted stock grant | 123,900 | ' |
Total deferred tax assets | 10,482,305 | 349,382 |
Valuation allowance | -10,249,612 | ' |
Net deferred tax assets | 232,693 | 349,382 |
Net operating loss carryfowards | $13,000 | ' |
Net operating loss carryfowards expiration date | 31-Dec-33 | ' |
Derivative_liability_Details
Derivative liability (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Oct. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Fair Value Measurements [Line Items] | ' | ' | ' | ||
Fair value of derivative liability | $7,648,000 | $10,095,000 | ' | ||
Trading market values (1) | $5 | [1] | $5.75 | [1] | ' |
Term (years) (2) | '2 years 3 months | [2] | '2 years 29 days | [2] | ' |
Expected volatility (1) | 35.60% | [1] | 41.40% | [1] | ' |
Risk-free rate (2) | 0.42% | [2] | 0.38% | [2] | ' |
Discount rate (3) | 1.28% | [3] | 1.24% | [3] | ' |
Effective Exercise price (2) | $5 | [2] | $5 | [2] | ' |
Trigger price (2) | $6.25 | [2] | $6.25 | [2] | ' |
Expected months until effective registration (3) | '3 months | [3] | '1 month | [3] | ' |
Derivative expense | ' | -10,095,000 | ' | ||
The One Group [Member] | ' | ' | ' | ||
Fair Value Measurements [Line Items] | ' | ' | ' | ||
Fair value of derivative liability | 15,000,000 | ' | ' | ||
Additional payments to TOG Members | 14,100,000 | ' | ' | ||
Shares required for additional payments to TOG Members | 5,750,000 | ' | ' | ||
Exercise price of warrants | 5 | ' | ' | ||
Aggregate contingent sign-on bonus | $900,000 | ' | ' | ||
Minimum price per share per agreement | $6.25 | ' | ' | ||
[1] | Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived therefrom. | ||||
[2] | Level 2 inputs are inputs other than quoted prices that are observable. | ||||
[3] | Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. |
Commitments_and_contingencies_1
Commitments and contingencies (Operating Leases) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Net Amount | ' | ' |
Accounts receivable, net | $2,923,754 | $3,393,933 |
Operating Lease [Member] | ' | ' |
Rental Expense | ' | ' |
2013 | 6,104,800 | ' |
2014 | 5,963,009 | ' |
2015 | 5,972,152 | ' |
2016 | 5,639,513 | ' |
2017 | 5,548,726 | ' |
Thereafter | 50,440,896 | ' |
Total | 79,669,096 | ' |
Rental Income | ' | ' |
2013 | -1,127,152 | ' |
2014 | -1,075,083 | ' |
2015 | -1,063,785 | ' |
2016 | -844,061 | ' |
2017 | -864,156 | ' |
Thereafter | -3,626,551 | ' |
Total | -8,600,788 | ' |
Net Amount | ' | ' |
2013 | 4,977,648 | ' |
2014 | 4,887,926 | ' |
2015 | 4,908,367 | ' |
2016 | 4,795,452 | ' |
2017 | 4,684,570 | ' |
Thereafter | 46,814,345 | ' |
Total | 71,068,308 | ' |
Landlord contribution towards construction | 1,036,900 | ' |
Accounts receivable, net | 153,332 | 210,458 |
Rent expense | 3,795,248 | 3,051,896 |
Percentage rent | 424,181 | 1,405,577 |
Rental income related to subleases | $566,433 | $391,983 |
Commitments_and_contingencies_2
Commitments and contingencies (License and Management Fees) (Details) (USD $) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Bridge [Member] | Bridge [Member] | Basement Manager [Member] | Basement Manager [Member] | TCI [Member] | TCI [Member] | STK-Vegas [Member] | STK-Vegas [Member] | STK-Vegas [Member] | One 29 Park [Member] | One 29 Park [Member] | Hip Hospitality UK [Member] | Hip Hospitality UK [Member] | TOG Aldwych [Member] | Heraea [Member] | Heraea [Member] | |
License and Management Fees [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management fees | $79,120 | $85,974 | $60,989 | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,206,139 | ' | ' |
Management fees revenue | ' | ' | ' | ' | ' | ' | 4,117,533 | 2,613,812 | ' | 693,847 | 762,191 | 817,940 | 194,356 | ' | ' | ' |
Management fee payable | 39,514 | 38,783 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management fee payable, percent of gross revenue | 2.00% | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management agreement term | ' | ' | ' | ' | ' | '10 years | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | '10 years |
Management fees receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 790,511 | 576,139 | 143,474 | ' | ' |
Management fee receivable, percent of gross sales | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management fee receivable, percent of revenue | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | 5.00% | ' | 5.50% | ' | ' | 5.00% | ' |
Management fee receivable, percent of receipts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Percentage of base beverage fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' |
License fee receivable, percent | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License fees payable, percent of gross revenue | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive fee, description | ' | ' | ' | ' | ' | ' | '20% of net profits prior to the investment breakeven point date and 43% of net profits thereafter | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development fee | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit against obligation | ' | ' | ' | ' | ' | ' | $387,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Marketing fee, percent of food and beverage receipts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' |
Additional fee, percent of operating profits | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' |
Number of five year option periods | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | 2 |
Outstanding_warrants_Details
Outstanding warrants (Details) (USD $) | Dec. 31, 2012 | Oct. 16, 2013 | Dec. 31, 2012 | Dec. 31, 2012 |
One Group [Member] | Minimum [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Outstanding warrants to purchase membership units | 62,280 | ' | ' | ' |
Number of shares exchanged for warrants exercised | ' | 5,750,000 | ' | ' |
Exercise price of warrants | ' | 5 | 22.94 | 32 |
Merger exchange ratio | ' | '8.09 to one | ' | ' |
Minimum price per share per agreement | ' | $6.25 | ' | ' |
Discontinued_operations_Detail
Discontinued operations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Discontinued operations [Abstract] | ' | ' |
Revenues | $1,802,832 | $3,544,070 |
Costs and expenses | 7,182,449 | 8,435,397 |
Loss from discontinued operations | -5,379,617 | -4,891,327 |
Loss from impairment charge | ' | -5,133,552 |
Net loss from discontinued operations | ($5,379,617) | ($10,024,879) |
Other_matters_Details
Other matters (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2012 | |
Basement Manager [Member] | Miami Services [Member] | STK-Miami [Member] | |||
Other Matters [Line Items] | ' | ' | ' | ' | ' |
Audit settlement amount | ' | ' | $43,000 | ' | ' |
Possible exposure from sales tax audit | ' | ' | 390,000 | ' | ' |
Other expense | 684,233 | 4,811,246 | ' | 321,000 | ' |
Interest expense | ' | ' | ' | 69,000 | ' |
Cash consideration received per amended service agreement | ' | ' | ' | ' | $5,000,000 |
Stockholders_equity_Details
Stockholders' equity (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 16, 2013 | Dec. 31, 2013 | |
WSATOG [Member] | Midtown Holdings [Member] | Pre-Merger [Member] | Post Merger [Member] | One Group [Member] | Common Stock [Member] | |||
Initial Stockholders [Member] | Initial Stockholders [Member] | |||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 75,000,000 | 75,000,000 | ' | ' | ' | ' | ' | ' |
Common stock, par value per share | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 24,946,739 | 11,631,400 | ' | ' | 12,500,000 | 9,125,000 | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | 0 | ' | ' | ' | ' | ' | ' |
Number of shares exchanged for warrants exercised | ' | ' | ' | ' | ' | ' | 5,750,000 | ' |
Exercise price of warrants | ' | ' | ' | ' | ' | ' | 5 | ' |
Minimum price per share per agreement | ' | ' | ' | ' | ' | ' | $6.25 | ' |
Issuance of restricted stock, shares | ' | ' | ' | ' | ' | ' | ' | 59,000 |
Common stock forfeited | ' | ' | ' | ' | 3,375,000 | ' | ' | ' |
Shares issued in merger | ' | ' | ' | ' | ' | ' | ' | 11,631,400 |
Shares issued to CEO and director as a control premium | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 |
Total merger consideration, shares | ' | ' | ' | ' | ' | ' | ' | 12,631,400 |
Escrow shares | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,000,000 |
Equity offering, shares | ' | ' | ' | ' | ' | ' | 3,131,339 | 3,131,339 |
Proceeds from private placement | ' | ' | ' | ' | ' | ' | $15,656,695 | $15,656,695 |
Shares issued price per share | ' | ' | ' | ' | ' | ' | $5 | $5 |
Purchase price for additional interest | ' | ' | 1,800,000 | 3,834,000 | ' | ' | ' | ' |
Addtitional ownership interest purchased | ' | ' | 40.00% | 27.00% | ' | ' | ' | ' |
Purchase of minority interest | 5,662,000 | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' |
Professional Fees | $28,000 | ' | ' | ' | ' | ' | ' | ' |
Stockbased_compensation_Narrat
Stock-based compensation (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Issuance of stock-based compensation | $55,546 | ' |
Stock Options [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Authorized shares | 4,773,992 | ' |
Expected life in years | '6 years 6 months | ' |
Dividend rate | 0.00% | ' |
Risk free interest rate | 1.41% | ' |
Volatility | 32.00% | ' |
Options granted, weighted-average grant date fair value | $1.74 | ' |
Option vesting period | '5 years | ' |
Contractual term | '10 years | ' |
Unrecognized compensation cost related to unvested stock-based awards | 2,612,144 | ' |
Unrecognized compensation cost, recognition period | '4 years 10 months 24 days | ' |
Stock Options [Member] | Restricted Stock [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Issuance of stock-based compensation | $295,000 | ' |
Stock based compensation, options granted | 59,000 | ' |
Stock Options [Member] | Segel [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Exercise price | $5 | ' |
Stock based compensation, options granted | 1,022,104 | ' |
Vesting rate | 50.00% | ' |
Option vesting terms | '50% will vest based on the achievement of targeted annual milestones which have not yet been set by the board of directors | ' |
Stock Options [Member] | Goldfinger [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Exercise price | $5 | ' |
Stock based compensation, options granted | 511,052 | ' |
Vesting rate | 50.00% | ' |
Option vesting terms | '50% will vest based on the achievement of targeted annual milestones which have not yet been set by the board of directors. | ' |
Stockbased_compensation_Summar
Stock-based compensation (Summary of Status of Company's Stock Option Activity) (Details) (Employee Stock Option [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Employee Stock Option [Member] | ' |
Shares | ' |
Outstanding at December 31, 2012 | ' |
Granted | 766,578 |
Exercised | ' |
Cancelled, expired, or forfeited | ' |
Outstanding at December 31, 2013 | 766,578 |
Exercisable at December 31, 2013 | 31,923 |
Weighted-Average Exercise Price | ' |
Outstanding at December 31, 2012 | ' |
Granted | $5 |
Exercised | ' |
Cancelled, expired, or forfeited | ' |
Outstanding at December 31, 2013 | $5 |
Exercisable at December 31, 2013 | $5 |
Weighted-Average Remaining Contractual Term | ' |
Outstanding at December 31, 2013 | '9 years 9 months 18 days |
Exercisable at December 31, 2013 | '9 years 9 months 18 days |
Aggregate Intrinsic Value | ' |
Outstanding at December 31, 2013 | $574,934 |
Exercisable at December 31, 2013 | $23,942 |
Geographic_information_Details
Geographic information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues - owned units | $38,648,050 | $56,429,452 |
Management, incentive and royalty fee revenue | 7,336,629 | 3,691,270 |
United States [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues - owned units | 38,648,050 | 56,429,452 |
Management, incentive and royalty fee revenue | 4,979,190 | 3,496,914 |
Net assets (liabilities) | 7,572,058 | 3,031,053 |
Foreign [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Revenues - owned units | ' | ' |
Management, incentive and royalty fee revenue | 2,357,438 | 194,356 |
Net assets (liabilities) | $654,579 | ($542,306) |