Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 10, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ONE Group Hospitality, Inc. | |
Entity Central Index Key | 1,399,520 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | STKS | |
Entity Common Stock, Shares Outstanding | 27,691,780 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 933 | $ 1,548 |
Accounts receivable | 5,422 | 5,514 |
Inventory | 1,199 | 1,402 |
Other current assets | 1,327 | 1,299 |
Due from related parties, net | 157 | 0 |
Total current assets | 9,038 | 9,763 |
Property & equipment, net | 38,058 | 37,811 |
Investments | 2,653 | 2,957 |
Deferred tax assets, net | 72 | 69 |
Other assets | 407 | 384 |
Security deposits | 2,092 | 2,031 |
Total assets | 52,320 | 53,015 |
Current liabilities: | ||
Accounts payable | 5,147 | 5,329 |
Accrued expenses | 6,782 | 6,987 |
Deferred license revenue | 215 | 115 |
Deferred gift card revenue and other | 932 | 999 |
Due to related parties, net | 0 | 256 |
Current portion of long-term debt | 3,191 | 3,241 |
Total current liabilities | 16,267 | 16,927 |
Deferred license revenue, long-term | 1,437 | 1,222 |
Due to related parties, long-term | 1,197 | 1,197 |
Deferred rent and tenant improvement allowances | 17,126 | 17,001 |
Long-term debt, net of current portion | 8,628 | 10,115 |
Total liabilities | 44,655 | 46,462 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 27,441,780 and 27,152,101 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 3 | 3 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2018 and December 31, 2017 | 0 | 0 |
Additional paid-in capital | 41,675 | 41,007 |
Accumulated deficit | (31,621) | (31,979) |
Accumulated other comprehensive loss | (1,490) | (1,556) |
Total The One Group Hospitality, Inc stockholders' equity | 8,567 | 7,475 |
Noncontrolling interests | (902) | (922) |
Total stockholders' equity | 7,665 | 6,553 |
Total Liabilities and Stockholders' Equity | $ 52,320 | $ 53,015 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 27,441,780 | 27,152,101 |
Common stock, shares outstanding | 27,441,780 | 27,152,101 |
Preferred stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
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 OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Owned restaurant net revenues | $ 15,520 | $ 14,683 | $ 30,596 | $ 28,911 |
Owned food, beverage and other net revenues | 2,083 | 2,431 | 4,088 | 6,316 |
Total owned revenues | 17,603 | 17,114 | 34,684 | 35,227 |
Management, license and incentive fee revenue | 2,708 | 2,784 | 5,144 | 5,098 |
Total revenues | 20,311 | 19,898 | 39,828 | 40,325 |
Owned restaurants: | ||||
Owned restaurant cost of sales | 4,037 | 3,838 | 8,071 | 7,714 |
Owned restaurant operating expenses | 9,399 | 9,408 | 18,777 | 18,777 |
Total owned operating expenses | 13,436 | 13,246 | 26,848 | 26,491 |
Owned food, beverage and other expenses | 2,025 | 2,315 | 3,714 | 5,252 |
Total owned operating expenses | 15,461 | 15,561 | 30,562 | 31,743 |
General and administrative (including stock-based compensation of $344, $324, $668 and $544, respectively) | 2,615 | 3,291 | 5,670 | 6,212 |
Settlements | 0 | 795 | 0 | 795 |
Depreciation and amortization | 901 | 805 | 1,679 | 1,671 |
Lease termination expense and asset write-offs | 90 | 208 | 90 | 481 |
Pre-opening expenses | 671 | 722 | 881 | 1,192 |
Transaction costs | 0 | 254 | 0 | 254 |
Equity in (income) loss of investee companies | (134) | 153 | (111) | 108 |
Other income, net | (66) | (130) | (177) | (118) |
Total costs and expenses | 19,538 | 21,659 | 38,594 | 42,338 |
Income (loss) from operations | 773 | (1,761) | 1,234 | (2,013) |
Interest expense, net of interest income | 290 | 220 | 608 | 479 |
Income (loss) from continuing operations before provision for income taxes | 483 | (1,981) | 626 | (2,492) |
Income tax provision | 169 | 203 | 194 | 186 |
Income (loss) from continuing operations | 314 | (2,184) | 432 | (2,678) |
(Loss) from discontinued operations, net of taxes | 0 | 0 | 0 | (106) |
Net income (loss) | 314 | (2,184) | 432 | (2,784) |
Less: net loss attributable to noncontrolling interest | 133 | 116 | 20 | (82) |
Net income (loss) attributable to The ONE Group Hospitality, Inc. | 181 | (2,300) | 412 | (2,702) |
Currency translation adjustment | 141 | 139 | 66 | 83 |
Comprehensive income (loss) | $ 322 | $ (2,161) | $ 478 | $ (2,619) |
Basic earnings (loss) per share: | ||||
Continuing operations | $ 0.01 | $ (0.09) | $ 0.02 | $ (0.10) |
Discontinued operations | 0 | 0 | 0 | 0 |
Attributed to The ONE Group Hospitality, Inc. | 0.01 | (0.09) | 0.02 | (0.11) |
Diluted earnings (loss) per share: | ||||
Continuing operations | 0.01 | (0.09) | 0.01 | (0.10) |
Discontinued operations | 0 | 0 | 0 | 0 |
Attributed to The ONE Group Hospitality, Inc. | $ 0.01 | $ (0.09) | $ 0.01 | $ (0.11) |
Weighted average number of common shares outstanding | ||||
Basic | 27,366,322 | 25,144,932 | 27,277,483 | 25,098,040 |
Diluted | 27,659,448 | 25,144,932 | 27,516,884 | 25,098,040 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation | $ 344 | $ 324 | $ 668 | $ 544 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Common stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Accumulated other comprehensive loss [Member] | Stockholders' equity [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2017 | $ 6,553 | $ 3 | $ 41,007 | $ (31,979) | $ (1,556) | $ 7,475 | $ (922) |
Balance (in shares) at Dec. 31, 2017 | 27,152,101 | ||||||
Adoption of ASC 606 "Revenue from contract with customers" at Dec. 31, 2017 | (54) | $ 0 | 0 | (54) | 0 | (54) | 0 |
Stock based compensation expense | 668 | $ 0 | 668 | 0 | 0 | 668 | 0 |
Stock based compensation expense (in shares) | 49,179 | ||||||
Vesting of restricted shares | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Vesting of restricted shares (in shares) | 240,500 | ||||||
Foreign currency translation, net | 66 | $ 0 | 0 | 0 | 66 | 66 | 0 |
Net income | 432 | 0 | 0 | 412 | 0 | 412 | 20 |
Balance at Jun. 30, 2018 | $ 7,665 | $ 3 | $ 41,675 | $ (31,621) | $ (1,490) | $ 8,567 | $ (902) |
Balance (in shares) at Jun. 30, 2018 | 27,441,780 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities: | ||
Net income (loss) | $ 432 | $ (2,784) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 1,679 | 1,671 |
Amortization of discount on warrants | 101 | 93 |
Deferred rent and tenant improvement allowances | 359 | 874 |
Deferred taxes | (1) | 47 |
(Income) loss from equity method investments | (111) | 108 |
Gain on disposition of cost method investment | (185) | 0 |
Distributions from equity investees | 0 | 1 |
Stock-based compensation | 668 | 544 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 147 | 443 |
Inventory | 203 | (103) |
Prepaid expenses and other current assets | (28) | 67 |
Due from related parties, net | (365) | 816 |
Security deposits | (60) | (8) |
Other assets | (23) | (49) |
Accounts payable | (199) | 2,328 |
Accrued expenses | (244) | 563 |
Deferred revenue | (40) | 204 |
Net cash provided by operating activities | 2,333 | 4,815 |
Investing activities: | ||
Purchase of property and equipment | (1,926) | (3,925) |
Proceeds from disposition of cost method investment | 600 | 0 |
Net cash used in investing activities | (1,326) | (3,925) |
Financing activities: | ||
Proceeds from business loan and security agreement | 0 | 1,000 |
Repayment of term loan | (1,401) | (1,416) |
Repayment of equipment financing agreement | (175) | (165) |
Repayment of business loan and security agreement | (62) | (416) |
Distributions to non-controlling interests | 0 | (21) |
Net cash used in financing activities | (1,638) | (1,018) |
Effect of exchange rate changes on cash | 16 | 71 |
Net decrease in cash and cash equivalents | (615) | (57) |
Cash and cash equivalents, beginning of period | 1,548 | 1,598 |
Cash and cash equivalents, end of period | 933 | 1,541 |
Supplemental disclosure of cash flow data: | ||
Interest paid | 484 | 309 |
Income taxes paid | 0 | 32 |
Noncash investing and financing activities: | ||
Noncash debt issuance costs | $ 0 | $ 35 |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation [Text Block] | Note 1 - Basis of presentation The accompanying consolidated balance sheet as of December 31, 2017, which has been derived from audited financial statements, and the unaudited consolidated financial statements of The ONE Group Hospitality, Inc. and its subsidiaries as of and for the three month and six month periods ended June 30, 2018 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished in this Form 10-Q reflects all adjustments (consisting only of normal recurring accruals and adjustments), which are, in the Company’s opinion, necessary to fairly state the interim operating results for the respective periods. The Company is a global hospitality company that develops, owns, operates and manages upscale restaurants and lounges. The Company’s primary restaurant brand is STK, a multi-unit steakhouse concept that combines a high-energy, social atmosphere with the same quality of food and service as that of a traditional upscale steakhouse. As of June 30, 2018, the Company owned, operated or managed e The Company also provides turn-key food and beverage (“F&B”) services for hospitality venues including hotels, casinos and other high-end locations. Turn-key F&B services are food and beverage services that can be scaled, customized and implemented by the Company at a particular hospitality venue and customized per the requirements of the client. As of June 30, 2018, under various management agreements, the Compan y services th Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been omitted pursuant to SEC rules and regulations. The notes to the consolidated financial statements (unaudited) should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2017. The Company believes that the disclosures are sufficient for interim financial reporting purposes. However, these operating results are not necessarily indicative of the results expected for the full year. Certain prior year amounts have been reclassified to conform to current year presentation in the consolidated financial statements. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2018 | |
Liquidity [Abstract] | |
Liquidity [Text Block] | Note 2 - Liquidity As of June 30, 2018, the Company's accumulated deficit was $31 . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3 – Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updated (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. ASU 2016-02 also requires certain disclosures about the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company’s restaurants operate under lease agreements that provide for material future lease payments. These leases comprise the majority of the Company’s material lease agreements. The Company is currently evaluating the effect of this standard but expects the adoption of ASU 2016-02 to have a material effect on its consolidated financial statements by increasing both total assets and total liabilities. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 simplifies the accounting and reporting for share-based payments issued to non-employees by expanding the scope of ASC 718, “Compensation – Stock Compensation”, which currently only includes share-based compensation to employees, to also include share-based payments to nonemployees for goods and services. The amendments in ASU 2018-07 are effective for annual and interim periods beginning after December 15, 2018. The Company is evaluating the effect of this standard on its consolidated financial statements but does not expect the adoption of ASU 2018-07 to be material. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4 - Inventory Inventory consists of the following (in thousands) as of: June 30, December 31, Food $ 185 $ 246 Beverages 1,014 1,156 Totals $ 1,199 $ 1,402 |
Other current assets
Other current assets | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets [Text Block] | Note 5 – Other current assets Other current assets consists of the following (in thousands) as of: June 30, December 31, 2018 2017 Prepaid taxes $ 224 $ 255 Landlord receivable 258 258 Prepaid expenses 488 421 Other 357 365 Totals $ 1,327 $ 1,299 |
Accrued expenses
Accrued expenses | 6 Months Ended |
Jun. 30, 2018 | |
Accruals [Abstract] | |
Accrued Liabilities Disclosure [Text Block] | Note 6 – Accrued expenses Accrued expenses consists of the following (in thousands) as of: June 30, 2018 December 31, 2017 VAT and Sales taxes $ 795 $ 739 Payroll and related 1,100 847 Income taxes 85 610 Due to hotels 1,054 1,168 Rent 1,578 1,471 Legal, professional and other services 674 1,007 Insurance 83 103 Other 1,413 1,042 Totals $ 6,782 $ 6,987 |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 7 - Related party transactions Net amounts due December 31, 2017, respectively. The Company has not reserved any related party receivables as of June 30, 2018 and December 31, 2017. The Company incurred $ 11,000 and $0.3 million for the three months ended June 30, 2018 and 2017, respectively, and and $0.4 million for the six months ended June 30, 2018 and 2017, respectively, of legal fees owned by a former director of the Company . The Company also receives rental income for office space subleased to this entity. Rental income of approximately $50,000 was recorded from this entity for each of the three months ended June 30, 2018 and 2017. Rental income of approximately $0.1 million was recorded from this entity for each of the six months ended June 30, 2018, and 2017. due to related parties, net at June 30, 2018 and December 31, 2017, $0.1 million a The Company incurred approximatel y $ 0.1 million 0.2 m y $0 a During the fourth quarter of 2016, the Company received approximately $1.2 million in cash advances from the TOG Liquidation Trust (the “Liquidation Trust”). The TOG Liquidation Trust is a trust that was set up in connection with a 2013 merger transaction to hold previously issued and outstanding warrants held by members of the predecessor company. When warrants were exercised, the cash proceeds from the exercise of the warrants remained in the Trust. Amounts due to the trust are non-interest bearing and are repayable in 2021 when the trust expires. Included in due to related parties, long term at June 30, 2018 and December 31, 2017 is a balance due to the Liquidation Trust of $1.2 million. Please refer to Note 10 for details on other transactions with related parties. |
Revenue from contracts with cus
Revenue from contracts with customers | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Note 8 – Revenue from contracts with customers On January 1, 2018, the Company adopted Accounting Standards Codification Topic 606 – “Revenue from Contracts with Customers” (“ASC 606”), using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue recognition standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior periods. The Company recorded a net decrease to opening accumulated deficit of $0.1 million as of January 1, 2018 due to the cumulative impact of adopting ASC 606, with the impact primarily related to the licensing of our restaurants and the amortization of fees associated with our license agreements. The changes were as follows (in thousands): Balance at December 31, 2017 ASC 606 Adjustments Balance at January 1, 2018 Liabilities Deferred license revenue, current $ 115 $ 100 $ 215 Deferred license revenue, long-term 1,222 (46 ) 1,176 Equity Accumulated deficit (31,979 ) (54 ) (32,033 ) Under ASC 606, the Company has determined that the services it provides under its licensing agreements are primarily for initial license fees and upfront fees and do not contain separate and distinct performance obligations from the license right; therefore, these fees will be recognized on a straight-line basis over the term of the license agreement. Under previous guidance, initial license fees were recognized when the related services had been provided, which was generally upon the opening of the restaurant, and upfront fees were recognized on a pro-rata basis as restaurants under the development agreement were opened. These fees will continue to be recorded as a component of management, license and incentive fee revenue on the consolidated statement of operations and comprehensive income (loss). ASC 606 requires sales-based royalties to continue to be recognized as licensee restaurant sales occur. The impact of adopting ASC 606 as compared to the previous recognition guidance on our consolidated statement of operations and comprehensive income (loss) was as follows (in thousands): For the three months ended June 30, 2018 As Reported Balances Without Adoption of ASC 606 Adoption Impact of ASC 606 Revenues Management, license and incentive fee revenues $ 2,708 $ 2,680 $ 28 Net income $ 314 $ 286 $ 28 For the six months ended June 30, 2018 As Reported Balances Without Adoption of ASC 606 Adoption Impact of ASC 606 Revenues Management, license and incentive fee revenues $ 5,144 $ 5,087 $ 57 Net income $ 432 $ 375 $ 57 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation [Text Block] | Note 9 - Stock-based Compensation As of June 30, 2018, the Company had 589,940 shares reserved for issuance under the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Equity Plan”). Stock-based compensation for the three months ended June 30, 2018 and 2017 was $0.3 million and $0.4 million, respectively, and is included in general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). Stock-based compensation for the six months ended June 30, 2018 and 2017 was $0.7 million and $0.5 million, respectively, and is included in general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). The Company has not granted any stock options in 2018. Stock Option Activity Changes in outstanding stock options for 2018 were as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2017 2,315,035 3.41 2018 Grants — — Exercised — — Forfeited (254,027 ) 4.37 Outstanding at June 30, 2018 2,061,008 3.29 7.38 $ 535,200 Exercisable at June 30, 2018 917,357 4.41 6.04 $ 46,440 A summary of the status of the Company’s non-vested stock options as of June 30, 2018 and changes for the six months then ended is presented below: Shares Weighted Average Grant Date Fair Value Non-ves 1,424,651 $ 0.99 Granted — — Vested (242,000 ) 1.23 Forfeited (39,000 ) 1.08 Non-vested shares at June 30, 2018 1,143,651 $ 0.94 As of June 30, 2018, there are 579,402 options As of June 30, 2018, there is approximately $1.2 million of total unrecognized compensation cost related to non-vested awards, which will be recognized over a weighted-average period of 2.6 years. Restricted Stock Award Activity The fair value of awards is determined based upon the closing fair market value of the Company’s common stock on the grant date. A summary of the status of restricted stock awards and changes for the six months ended June 30, 2018 is presented below: Shares Weighted Non-vested at December 31, 2017 985,000 $ 2.26 Granted 93,949 2.64 Vested (240,500 ) 2.02 Forfeited (6,000 ) 2.73 Non-vested at June 30, 2018 832,449 $ 2.37 As of June 30, 2018, 250,000 restricted shares subject to performance-based vesting were still outstanding. As of June 30, 2018, the Company had approximately $2.0 million of total unrecognized compensation costs related to restricted stock awards, which will be recognized over a weighted average period of 2.9 years. |
Nonconsolidated variable intere
Nonconsolidated variable interest entities | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Nonconsolidated variable interest entities [Text Block] | Note 10 – Nonconsolidated variable interest entities As of December 31, 2017, · 31.24% interest in Bagatelle NY LA Investors, LLC (“Bagatelle Investors”) · 51.13% interest in Bagatelle Little West 12th, LLC (“Bagatelle NY”) · 10.00% interest in One 29 Park, LLC (“One 29 Park”) Bagatelle Investors is a holding company that has an interest in Bagatelle NY. Both entities were formed in 2011. One 29 Park, formed in 2009, operates a restaurant and manages the rooftop of a hotel located in New York, NY. Until the fourth quarter of 2017, the Company accounted for its investment in One 29 Park under the equity method of accounting based on management’s assessment that the Company had significant influence over One 29 Park’s operations. In the fourth quarter of 2017, the majority ownership of One 29 Park changed. As a result of this ownership change, the Company believed that it no longer had significant influence over the operations of One 29 Park, and subsequently began accounting for its investment in One 29 Park under the cost method of accounting. In March 2018, the Company sold its 10% interest in One 29 Park to the new ownership group for $0.6 million and recorded a gain of $0.2 million on the sale as a component of . At June 30, 2018 and December 31, 2017, the carrying values of these investments were (in thousands): June 30, 2018 December 31, 2017 Bagatelle Investors $ 47 $ 33 Bagatelle NY 2,606 2,509 One 29 Park — 415 Totals $ 2,653 $ 2,957 Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Equity in (income) loss of investee companies $ (134 ) $ 153 $ (111 ) $ 108 The Company has entered into a management agreement with Bagatelle NY. Under this agreement, the Company recorded management fee revenue of approximately $95,000 and $48,000 for the three months ended June 30, 2018 and 2017, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2018 and 2017, respectively. The Company also receives rental income from Bagatelle for restaurant space that it subleases to Bagatelle. Rental income of $0.1 million was recorded from this entity for each of the three months ended June 30, 2018 and 2017, respectively and $0.3 million was recorded from this entity for each of the six months ended June 30, 2018 and 2017. The Company has also entered into a management agreement with One 29 Park. Under this agreement, the Company recorded management fee revenue of $0.1 million and $0.1 million for the three months ended June 30, 2018 and 2017, respectively and $ $0.2 million for the six months ended June 30, 2018 and 2017, respectively. Net receivables of $0.1 million and $0.1 million from Bagatelle and One 29 Park are included in due to related parties, net on the June 30, 2018 and December 31, 2017 consolidated balance sheets, respectively. These amounts, combined with the Company’s equity in each of these investments, represent the Company’s maximum exposure to loss. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11 – Income taxes The Company’s effective income tax rate was 31.0 % for the six months ended June 30, 2018, compared to In December 2017, the Tax Cuts and Jobs Act · A one-time tax on the deemed repatriation of post-1986 untaxed foreign earnings and profits (“E&P”); · A reduction in the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017; · The introduction of a new U.S. tax on certain off-shore earnings referred to as Global Intangible Low-Taxed Income (“GILTI”) at an effective tax rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) partially offset by foreign tax credits; and · Introduction of a territorial tax system beginning in 2018 by providing for a 100% dividend received deduction on certain qualified dividends from foreign subsidiaries. In the fourth quarter of 2017, the Company recorded an adjustment of $2.9 million to revalue its net deferred tax asset based on a 21% corporate tax rate, which was entirely offset by a reduction in the valuation allowance. Additionally, the Company a provisional amount of $1.9 in 2018. FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can elect to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. The Company has elected to recognize the resulting tax on GILTI as an expense in the period the tax is incurred and expects to incur no tax for the year ended December 31, 2018 due to the availability of foreign tax credits and net operating losses. |
Earnings (loss) per share
Earnings (loss) per share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share [Text Block] | Note 12 – Earnings (loss) per share Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options, warrants and restricted share units. Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands, except earnings per share and related share information) Net income (loss) attributable to The ONE Group Hospitality, Inc. $ 181 $ (2,300 ) $ 412 $ (2,702 ) Basic weighted average shares outstanding 27,366,322 25,144,932 27,277,483 25,098,040 Dilutive effect of stock options, warrants and restricted share units 293,126 - 239,401 - Diluted weighted average shares outstanding 27,659,448 25,144,932 27,516,884 25,098,040 Net (loss) available to common stockholders per share - Basic $ 0.01 $ (0.09 ) $ 0.02 $ (0.11 ) Net (loss) available to common stockholders per share - Diluted $ 0.01 $ (0.09 ) $ 0.01 $ (0.11 ) Anti-dilutive stock options, warrants and restricted share units 1,940,910 - 1,940,910 - For the three and six months ended June 30, 2017, all equivalent shares underlying options and were excluded from the calculation of diluted earnings per share as the Company was in a net loss position. Basic and diluted earnings per share for discontinued operations was $0.00 for each of the three and six months ended June 30, 2018 and 2017. Net loss per share amounts for continuing operations and discontinued operations are computed independently. As a result, the sum of per share amounts may not equal the total. |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies Disclosure [Text Block] | Note 13 – Litigation The Company is subject to claims and legal actions in the ordinary course of business, including claims by or against its licensees, employees, former employees and others. The Company does not believe any currently pending or threatened matter would have a material adverse effect on its business, results of operations or financial condition. |
Segment reporting
Segment reporting | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 14 – Segment reporting The Company’s Chief Executive Officer (“CEO”), who began serving as the Company’s CEO on October 30, 2017 and has been deemed the Company’s Chief Operating Decision Maker, manages the business and allocates resources via a combination of restaurant sales reports and segment profit information (which is defined as revenues less operating expenses) related to the Company’s three sources of revenue, which are presented in their entirety within the consolidated statements of operations and comprehensive income (loss). revised its segments to align with how it manages the business. Prior period segments have been restated to conform to the current segment presentation (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Revenues: Owned restaurants $ 15,520 $ 14,683 $ 30,596 $ 28,911 Owned food, beverage and other operations 2,083 2,431 4,088 6,316 Managed and licensed operations 2,708 2,784 5,144 5,098 $ 20,311 $ 19,898 $ 39,828 $ 40,325 Segment Profits: Owned restaurants $ 2,084 $ 1,437 $ 3,748 $ 2,420 Owned food, beverage and other operations 58 116 374 1,064 Managed and licensed operations 2,708 2,784 5,144 5,098 Total segment profit 4,850 4,337 9,266 8,582 General and administrative 2,615 3,291 5,670 6,212 Depreciation and amortization 901 805 1,679 1,671 Interest expense, net of interest income 290 220 608 479 Equity in (income) loss of investee companies (134 ) 153 (111 ) 108 Other, net 695 1,849 794 2,604 Income from continuing operations before provision for income taxes $ 483 $ (1,981 ) $ 626 $ (2,492 ) June 30, 2018 December 31, 2017 Total assets: Owned restaurants $ 40,909 $ 40,570 Owned food, beverage and other operations* 6,716 7,385 Managed and licensed operations 4,695 5,060 Total $ 52,320 $ 53,015 * Includes corporate assets Six Months Ended June 30, 2018 2017 Capital asset additions: Owned restaurants $ 1,837 $ 3,163 Owned food, beverage and other operations ** 89 762 Managed and licensed operations - - Total $ 1,926 $ 3,925 ** Includes corporate asset additions |
Geographic information
Geographic information | 6 Months Ended |
Jun. 30, 2018 | |
Geographic Information [Abstract] | |
Geographic Information Disclosure [Text Block] | Note 15 – Geographic information The following table contains certain financial information by geographic location for the periods indicated (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Revenues United States: Owned restaurants $ 15,520 $ 14,683 $ 30,596 $ 28,911 Owned food, beverage and other operations 2,083 2,431 4,088 6,316 Managed and licensed operations 1,641 1,504 3,328 3,191 Total United States revenues $ 19,244 $ 18,618 $ 38,012 $ 38,418 Foreign: Owned restaurants $ - $ - $ - $ - Owned food, beverage and other operations - - - - Managed and licensed operations 1,067 1,280 1,816 1,907 Total foreign revenues $ 1,067 $ 1,280 $ 1,816 $ 1,907 Total revenues $ 20,311 $ 19,898 $ 39,828 $ 40,325 June 30, December 31, Long-lived Assets United States: Owned restaurants $ 38,134 $ 37,907 Owned food, beverage and other operations 4,951 5,088 Managed and licensed operations 84 109 Total United States long-lived assets $ 43,169 $ 43,104 Foreign: Owned restaurants $ - $ - Owned food, beverage and other operations - - Managed and licensed operations 113 148 Total foreign long-lived assets $ 113 $ 148 Total long-lived assets $ 43,282 $ 43,252 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 16 – Subsequent Event On July 18, 2018, an investor of the Company exercised 250,000 warrants to purchase shares of the Company’s common stock at an exercise price of $1.63 per share. The Company received proceeds of $0.4 million in connection with this transaction. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists of the following (in thousands) as of: June 30, December 31, Food $ 185 $ 246 Beverages 1,014 1,156 Totals $ 1,199 $ 1,402 |
Other current assets (Tables)
Other current assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Other current assets consists of the following (in thousands) as of: June 30, December 31, 2018 2017 Prepaid taxes $ 224 $ 255 Landlord receivable 258 258 Prepaid expenses 488 421 Other 357 365 Totals $ 1,327 $ 1,299 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consists of the following (in thousands) as of: June 30, 2018 December 31, 2017 VAT and Sales taxes $ 795 $ 739 Payroll and related 1,100 847 Income taxes 85 610 Due to hotels 1,054 1,168 Rent 1,578 1,471 Legal, professional and other services 674 1,007 Insurance 83 103 Other 1,413 1,042 Totals $ 6,782 $ 6,987 |
Revenue from contracts with c27
Revenue from contracts with customers (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Prospective Adoption of New Accounting Pronouncements [Table Text Block] | The changes were as follows (in thousands): Balance at December 31, 2017 ASC 606 Adjustments Balance at January 1, 2018 Liabilities Deferred license revenue, current $ 115 $ 100 $ 215 Deferred license revenue, long-term 1,222 (46 ) 1,176 Equity Accumulated deficit (31,979 ) (54 ) (32,033 ) The impact of adopting ASC 606 as compared to the previous recognition guidance on our consolidated statement of operations and comprehensive income (loss) was as follows (in thousands): For the three months ended June 30, 2018 As Reported Balances Without Adoption of ASC 606 Adoption Impact of ASC 606 Revenues Management, license and incentive fee revenues $ 2,708 $ 2,680 $ 28 Net income $ 314 $ 286 $ 28 For the six months ended June 30, 2018 As Reported Balances Without Adoption of ASC 606 Adoption Impact of ASC 606 Revenues Management, license and incentive fee revenues $ 5,144 $ 5,087 $ 57 Net income $ 432 $ 375 $ 57 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity [Table Text Block] | Changes in outstanding stock options for 2018 were as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2017 2,315,035 3.41 2018 Grants — — Exercised — — Forfeited (254,027 ) 4.37 Outstanding at June 30, 2018 2,061,008 3.29 7.38 $ 535,200 Exercisable at June 30, 2018 917,357 4.41 6.04 $ 46,440 |
Schedule of non-vested stock options [Table Text Block] | A summary of the status of the Company’s non-vested stock options as of June 30, 2018 and changes for the six months then ended is presented below: Shares Weighted Average Grant Date Fair Value Non-ves 1,424,651 $ 0.99 Granted — — Vested (242,000 ) 1.23 Forfeited (39,000 ) 1.08 Non-vested shares at June 30, 2018 1,143,651 $ 0.94 |
Schedule of restricted stock awards and changes [Table Text Block] | A summary of the status of restricted stock awards and changes for the six months ended June 30, 2018 is presented below: Shares Weighted Non-vested at December 31, 2017 985,000 $ 2.26 Granted 93,949 2.64 Vested (240,500 ) 2.02 Forfeited (6,000 ) 2.73 Non-vested at June 30, 2018 832,449 $ 2.37 |
Nonconsolidated variable inte29
Nonconsolidated variable interest entities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | At June 30, 2018 and December 31, 2017, the carrying values of these investments were (in thousands): June 30, 2018 December 31, 2017 Bagatelle Investors $ 47 $ 33 Bagatelle NY 2,606 2,509 One 29 Park — 415 Totals $ 2,653 $ 2,957 Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Equity in (income) loss of investee companies $ (134 ) $ 153 $ (111 ) $ 108 |
Earnings (loss) per share (Tabl
Earnings (loss) per share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options, warrants and restricted share units. Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands, except earnings per share and related share information) Net income (loss) attributable to The ONE Group Hospitality, Inc. $ 181 $ (2,300 ) $ 412 $ (2,702 ) Basic weighted average shares outstanding 27,366,322 25,144,932 27,277,483 25,098,040 Dilutive effect of stock options, warrants and restricted share units 293,126 - 239,401 - Diluted weighted average shares outstanding 27,659,448 25,144,932 27,516,884 25,098,040 Net (loss) available to common stockholders per share - Basic $ 0.01 $ (0.09 ) $ 0.02 $ (0.11 ) Net (loss) available to common stockholders per share - Diluted $ 0.01 $ (0.09 ) $ 0.01 $ (0.11 ) Anti-dilutive stock options, warrants and restricted share units 1,940,910 - 1,940,910 - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Revenues: Owned restaurants $ 15,520 $ 14,683 $ 30,596 $ 28,911 Owned food, beverage and other operations 2,083 2,431 4,088 6,316 Managed and licensed operations 2,708 2,784 5,144 5,098 $ 20,311 $ 19,898 $ 39,828 $ 40,325 Segment Profits: Owned restaurants $ 2,084 $ 1,437 $ 3,748 $ 2,420 Owned food, beverage and other operations 58 116 374 1,064 Managed and licensed operations 2,708 2,784 5,144 5,098 Total segment profit 4,850 4,337 9,266 8,582 General and administrative 2,615 3,291 5,670 6,212 Depreciation and amortization 901 805 1,679 1,671 Interest expense, net of interest income 290 220 608 479 Equity in (income) loss of investee companies (134 ) 153 (111 ) 108 Other, net 695 1,849 794 2,604 Income from continuing operations before provision for income taxes $ 483 $ (1,981 ) $ 626 $ (2,492 ) June 30, 2018 December 31, 2017 Total assets: Owned restaurants $ 40,909 $ 40,570 Owned food, beverage and other operations* 6,716 7,385 Managed and licensed operations 4,695 5,060 Total $ 52,320 $ 53,015 * Includes corporate assets Six Months Ended June 30, 2018 2017 Capital asset additions: Owned restaurants $ 1,837 $ 3,163 Owned food, beverage and other operations ** 89 762 Managed and licensed operations - - Total $ 1,926 $ 3,925 ** Includes corporate asset additions |
Geographic information (Tables)
Geographic information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Geographic Information [Abstract] | |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Revenues United States: Owned restaurants $ 15,520 $ 14,683 $ 30,596 $ 28,911 Owned food, beverage and other operations 2,083 2,431 4,088 6,316 Managed and licensed operations 1,641 1,504 3,328 3,191 Total United States revenues $ 19,244 $ 18,618 $ 38,012 $ 38,418 Foreign: Owned restaurants $ - $ - $ - $ - Owned food, beverage and other operations - - - - Managed and licensed operations 1,067 1,280 1,816 1,907 Total foreign revenues $ 1,067 $ 1,280 $ 1,816 $ 1,907 Total revenues $ 20,311 $ 19,898 $ 39,828 $ 40,325 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | June 30, December 31, Long-lived Assets United States: Owned restaurants $ 38,134 $ 37,907 Owned food, beverage and other operations 4,951 5,088 Managed and licensed operations 84 109 Total United States long-lived assets $ 43,169 $ 43,104 Foreign: Owned restaurants $ - $ - Owned food, beverage and other operations - - Managed and licensed operations 113 148 Total foreign long-lived assets $ 113 $ 148 Total long-lived assets $ 43,282 $ 43,252 |
Liquidity (Details Textual)
Liquidity (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Accumulated deficit | $ (31,621) | $ (31,979) | ||
Cash and cash equivalents | $ 933 | $ 1,548 | $ 1,541 | $ 1,598 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Inventory | $ 1,199 | $ 1,402 |
Food [Member] | ||
Inventory [Line Items] | ||
Inventory | 185 | 246 |
Beverages [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 1,014 | $ 1,156 |
Other current assets (Details)
Other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Prepaid taxes | $ 224 | $ 255 |
Landlord receivable | 258 | 258 |
Prepaid expenses | 488 | 421 |
Other | 357 | 365 |
Totals | $ 1,327 | $ 1,299 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accruals [Abstract] | ||
VAT and Sales taxes | $ 795 | $ 739 |
Payroll and related | 1,100 | 847 |
Income taxes | 85 | 610 |
Due to hotels | 1,054 | 1,168 |
Rent | 1,578 | 1,471 |
Legal, professional and other services | 674 | 1,007 |
Insurance | 83 | 103 |
Other | 1,413 | 1,042 |
Totals | $ 6,782 | $ 6,987 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Due to Related Parties | $ 1,000,000 | $ 1,000,000 | $ 1,500,000 | |||
Costs and Expenses, Related Party | 0 | |||||
TOG Liquidation Trust [Member] | ||||||
Related Party Transaction, Amounts of Transaction | 1,200,000 | |||||
Cash Advances [Member] | ||||||
Due to Related Parties | $ 1,200,000 | |||||
Construction Services [Member] | ||||||
Due to Related Parties | 0 | 0 | 27,000 | |||
Costs and Expenses, Related Party | 100,000 | $ 400,000 | 200,000 | $ 1,200,000 | ||
Legal Fees [Member] | ||||||
Costs and Expenses, Related Party | 11,000 | 300,000 | 42,000 | 400,000 | ||
Entity Owned by Stockholder [Member] | ||||||
Due to Related Parties | 100,000 | 100,000 | $ 300,000 | |||
Rental Income [Member] | ||||||
Revenue from Related Parties | $ 50,000 | $ 50,000 | $ 100,000 | $ 100,000 |
Revenue from contracts with c38
Revenue from contracts with customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Liabilities | ||||||
Deferred license revenue, current | $ 215 | $ 215 | $ 115 | |||
Deferred license revenue, long-term | 1,437 | 1,437 | 1,222 | |||
Equity | ||||||
Accumulated deficit | (31,621) | (31,621) | (31,979) | |||
Revenues | ||||||
Management, license and incentive fee revenues | 2,708 | $ 2,784 | 5,144 | $ 5,098 | ||
Net income | 314 | $ (2,184) | 432 | $ (2,784) | ||
Previously Reported [Member] | ||||||
Liabilities | ||||||
Deferred license revenue, current | 115 | |||||
Deferred license revenue, long-term | 1,222 | |||||
Equity | ||||||
Accumulated deficit | (31,979) | |||||
Revenues | ||||||
Management, license and incentive fee revenues | 2,708 | 5,144 | ||||
Net income | 314 | 432 | ||||
Restatement Adjustment [Member] | ||||||
Liabilities | ||||||
Deferred license revenue, current | $ 215 | |||||
Deferred license revenue, long-term | 1,176 | |||||
Equity | ||||||
Accumulated deficit | (32,033) | |||||
Adoption of ASC 606 [Member] | ||||||
Equity | ||||||
Accumulated deficit | $ 100 | |||||
Revenues | ||||||
Management, license and incentive fee revenues | 2,680 | 5,087 | ||||
Net income | 286 | 375 | ||||
Asc 606 Adjustments [Member] | ||||||
Liabilities | ||||||
Deferred license revenue, current | 100 | |||||
Deferred license revenue, long-term | (46) | |||||
Equity | ||||||
Accumulated deficit | $ (54) | |||||
Revenues | ||||||
Management, license and incentive fee revenues | 28 | 57 | ||||
Net income | $ 28 | $ 57 |
Revenue from contracts with c39
Revenue from contracts with customers (Details textual) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Retained Earnings (Accumulated Deficit) | $ (31,621) | $ (31,979) | |
Adoption of ASC 606 [Member] | |||
Retained Earnings (Accumulated Deficit) | $ 100 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Status of Company's Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Shares | |
Outstanding at December 31, 2017 | shares | 2,315,035 |
2018 Grants | shares | 0 |
Exercised | shares | 0 |
Forfeited | shares | (254,027) |
Outstanding at June 30, 2018 | shares | 2,061,008 |
Exercisable at June 30, 2018 | shares | 917,357 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price Outstanding at December 31, 2017 | $ / shares | $ 3.41 |
Weighted Average Exercise Price 2018 Grants | $ / shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Forfeited | $ / shares | 4.37 |
Weighted Average Exercise Price Outstanding at June 30, 2018 | $ / shares | 3.29 |
Weighted Average Exercise Price Exercisable at June 30, 2018 | $ / shares | $ 4.41 |
Weighted Average Remaining Contractual Life (Years) | |
Weighted Average Remaining Contractual Life Outstanding at June 30, 2018 | 7 years 4 months 17 days |
Weighted Average Remaining Contractual Life Exercisable at June 30, 2018 | 6 years 14 days |
Intrinsic Value | |
Intrinsic Value Outstanding at June 30, 2018 | $ | $ 535,200 |
Intrinsic Value Exercisable at June 30, 2018 | $ | $ 46,440 |
Stock-based Compensation - Su41
Stock-based Compensation - Summary of non-vested stock options (Details 1) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Shares | |
Non-vested shares at December 31, 2017 | shares | 1,424,651 |
Granted | shares | 0 |
Vested | shares | (242,000) |
Forfeited | shares | (39,000) |
Non-vested shares at June 30, 2018 | shares | 1,143,651 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Valuet December 31, 2017 | $ / shares | $ 0.99 |
Weighted Average Grant Date Fair Value Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value Vested | $ / shares | 1.23 |
Weighted Average Grant Date Fair Value Forfeited | $ / shares | 1.08 |
Weighted Average Grant Date Fair Value June 30, 2018 | $ / shares | $ 0.94 |
Stock-based Compensation - Su42
Stock-based Compensation - Summary of Status of Company's Restricted Stock Option Activity (Details 2) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Shares | |
Forfeited | shares | (39,000) |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value Forfeited | $ / shares | $ 1.08 |
Restricted Stock [Member] | |
Shares | |
Non-vested at December 31, 2017 (in shares) | shares | 985,000 |
Granted | shares | 93,949 |
Vested | shares | (240,500) |
Forfeited | shares | (6,000) |
Non-vested at June 30, 2018 | shares | 832,449 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value Non-vested at December 31, 2017 | $ / shares | $ 2.26 |
Weighted Average Grant Date Fair Value Granted | $ / shares | 2.64 |
Weighted Average Grant Date Fair Value Vested | $ / shares | 2.02 |
Weighted Average Grant Date Fair Value Forfeited | $ / shares | 2.73 |
Weighted Average Grant Date Fair Value Non-vested at June 30, 2018 | $ / shares | $ 2.37 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,061,008 | 2,061,008 | 2,315,035 | ||
Share-based Compensation | $ 344 | $ 324 | $ 668 | $ 544 | |
General and Administrative Expense [Member] | |||||
Share-based Compensation | $ 300 | $ 400 | $ 700 | $ 500 | |
Equity Incentive Plan 2013 [Member] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 589,940 | 589,940 | |||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 579,402 | 579,402 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,200 | $ 1,200 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days | ||||
Restricted Stock [Member] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,000 | $ 2,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 10 months 24 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 250,000 | 250,000 |
Nonconsolidated variable inte44
Nonconsolidated variable interest entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 2,653 | $ 2,653 | $ 2,957 | ||
Equity in (income) loss of investee companies | (134) | $ 153 | (111) | $ 108 | |
Bagatelle Investors [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | 47 | 47 | 33 | ||
Bagatelle NY [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | 2,606 | 2,606 | 2,509 | ||
One 29 Park [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 0 | $ 0 | $ 415 |
Nonconsolidated variable inte45
Nonconsolidated variable interest entities (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Due to Related Parties, Current | $ 0 | $ 0 | $ 256,000 | ||||
Bagatelle NY LA Investors, LLC (Bagatelle Investors) [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 31.24% | 31.24% | 31.24% | ||||
Bagatelle Little West 12th, LLC (Bagatelle NY) [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 51.13% | 51.13% | 51.13% | ||||
Rental Income, Nonoperating | $ 100,000 | $ 100,000 | $ 300,000 | $ 300,000 | |||
One 29 Park LLC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 0.00% | 0.00% | 10.00% | ||||
Due to Related Parties, Current | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Other than Temporary Impairment Losses, Investments | $ 0 | ||||||
Gain (Loss) on Sale of Investments | $ 200,000 | ||||||
Noncontrolling Interest in Variable Interest Entity | $ 600,000 | $ 600,000 | |||||
One 29 Park LLC [Member] | Management Service [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | 100,000 | 100,000 | 200,000 | 200,000 | |||
Bagatelle [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Due to Related Parties, Current | 100,000 | 100,000 | $ 100,000 | ||||
Bagatelle [Member] | Management Service [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 95,000 | $ 48,000 | $ 100,000 | $ 100,000 |
Income taxes (Details Textual)
Income taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent | 31.00% | 7.50% | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 2.9 | ||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 21.00% | ||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 0 | ||||
Effective Income Tax Rate Reconciliation, Deduction, Dividend, Percent | 100.00% | ||||
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | $ 1.9 | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||
Scenario, Plan [Member] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||
Tax Year 2017 [Member] | |||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 10.50% | ||||
Tax Year 2025 [Member] | |||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 13.125% |
Earnings (loss) per share (Deta
Earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net income (loss) attributable to The ONE Group Hospitality, Inc. | $ 181 | $ (2,300) | $ 412 | $ (2,702) |
Basic weighted average shares outstanding | 27,366,322 | 25,144,932 | 27,277,483 | 25,098,040 |
Dilutive effect of stock options, warrants and restricted share units | 293,126 | 0 | 239,401 | 0 |
Diluted weighted average shares outstanding | 27,659,448 | 25,144,932 | 27,516,884 | 25,098,040 |
Net income (loss) available to common stockholders per share - Basic | $ 0.01 | $ (0.09) | $ 0.02 | $ (0.11) |
Net income (loss) available to common stockholders per share - Diluted | $ 0.01 | $ (0.09) | $ 0.01 | $ (0.11) |
Anti-dilutive stock options, warrants and restricted share units | 1,940,910 | 0 | 1,940,910 | 0 |
Earnings (loss) per share (De48
Earnings (loss) per share (Details Textual) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Segment reporting (Details)
Segment reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 20,311 | $ 19,898 | $ 39,828 | $ 40,325 |
Operating Income (Loss) | 773 | (1,761) | 1,234 | (2,013) |
General and administrative | 2,615 | 3,291 | 5,670 | 6,212 |
Depreciation and amortization | 901 | 805 | 1,679 | 1,671 |
Interest expense, net of interest income | 290 | 220 | 608 | 479 |
Income (loss) from continuing operations before provision for income taxes | 483 | (1,981) | 626 | (2,492) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 20,311 | 19,898 | 39,828 | 40,325 |
Operating Income (Loss) | 4,850 | 4,337 | 9,266 | 8,582 |
General and administrative | 2,615 | 3,291 | 5,670 | 6,212 |
Depreciation and amortization | 901 | 805 | 1,679 | 1,671 |
Interest expense, net of interest income | 290 | 220 | 608 | 479 |
Equity in (income) loss of investee companies | (134) | 153 | (111) | 108 |
Other, net | 695 | 1,849 | 794 | 2,604 |
Income (loss) from continuing operations before provision for income taxes | 483 | (1,981) | 626 | (2,492) |
Operating Segments [Member] | Owned restaurants [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 15,520 | 14,683 | 30,596 | 28,911 |
Operating Income (Loss) | 2,084 | 1,437 | 3,748 | 2,420 |
Operating Segments [Member] | Owned food, beverage and other operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,083 | 2,431 | 4,088 | 6,316 |
Operating Income (Loss) | 58 | 116 | 374 | 1,064 |
Operating Segments [Member] | Managed and licensed operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,708 | 2,784 | 5,144 | 5,098 |
Operating Income (Loss) | $ 2,708 | $ 2,784 | $ 5,144 | $ 5,098 |
Segment reporting (Details 1)
Segment reporting (Details 1) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | |
Total | $ 52,320 | $ 53,015 | ||
Total | 1,926 | $ 3,925 | ||
Owned restaurants [Member] | ||||
Total | 1,837 | 3,163 | ||
Owned food, beverage and other operations [Member] | ||||
Total | [1] | 89 | 762 | |
Managed and licensed operations [Member] | ||||
Total | 0 | $ 0 | ||
Operating Segments [Member] | ||||
Total | 52,320 | 53,015 | ||
Operating Segments [Member] | Owned restaurants [Member] | ||||
Total | 40,909 | 40,570 | ||
Operating Segments [Member] | Owned food, beverage and other operations [Member] | ||||
Total | [2] | 6,716 | 7,385 | |
Operating Segments [Member] | Managed and licensed operations [Member] | ||||
Total | $ 4,695 | $ 5,060 | ||
[1] | Includes corporate asset additions | |||
[2] | Includes corporate assets |
Geographic information (Details
Geographic information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Revenues | $ 20,311 | $ 19,898 | $ 39,828 | $ 40,325 | |
Long-lived Assets | 43,282 | 43,282 | $ 43,252 | ||
UNITED STATES | |||||
Revenues | 19,244 | 18,618 | 38,012 | 38,418 | |
Long-lived Assets | 43,169 | 43,169 | 43,104 | ||
UNITED STATES | Owned restaurants [Member] | |||||
Revenues | 15,520 | 14,683 | 30,596 | 28,911 | |
Long-lived Assets | 38,134 | 38,134 | 37,907 | ||
UNITED STATES | Owned food, beverage and other operations [Member] | |||||
Revenues | 2,083 | 2,431 | 4,088 | 6,316 | |
Long-lived Assets | 4,951 | 4,951 | 5,088 | ||
UNITED STATES | Managed and licensed operations [Member] | |||||
Revenues | 1,641 | 1,504 | 3,328 | 3,191 | |
Long-lived Assets | 84 | 84 | 109 | ||
Non-US [Member] | |||||
Revenues | 1,067 | 1,280 | 1,816 | 1,907 | |
Long-lived Assets | 113 | 113 | 148 | ||
Non-US [Member] | Owned restaurants [Member] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Long-lived Assets | 0 | 0 | 0 | ||
Non-US [Member] | Owned food, beverage and other operations [Member] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Long-lived Assets | 0 | 0 | 0 | ||
Non-US [Member] | Managed and licensed operations [Member] | |||||
Revenues | 1,067 | $ 1,280 | 1,816 | $ 1,907 | |
Long-lived Assets | $ 113 | $ 113 | $ 148 |
Subsequent Event (Details Textu
Subsequent Event (Details Textual) - Subsequent Event [Member] $ / shares in Units, $ in Millions | 1 Months Ended |
Jul. 18, 2018USD ($)$ / sharesshares | |
Number of Warrant Exercised | shares | 250,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.63 |
Proceeds from Stock Options Exercised | $ | $ 0.4 |