Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-37379 | |
Entity Registrant Name | ONE GROUP HOSPITALITY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 14-1961545 | |
Entity Address, Address Line One | 1624 Market Street | |
Entity Address, Address Line Two | Suite 311 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 646 | |
Local Phone Number | 624-2400 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | STKS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,419,869 | |
Entity Central Index Key | 0001399520 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 15,374 | $ 21,047 |
Accounts receivable | 12,172 | 17,264 |
Inventory | 5,395 | 6,184 |
Other current assets | 4,646 | 1,809 |
Due from related parties | 376 | 376 |
Total current assets | 37,963 | 46,680 |
Property and equipment, net | 147,304 | 139,908 |
Operating lease right-of-use assets | 87,900 | 95,075 |
Deferred tax assets, net | 15,141 | 14,757 |
Intangibles, net | 15,305 | 15,306 |
Other assets | 4,819 | 4,636 |
Security deposits | 883 | 883 |
Total assets | 309,315 | 317,245 |
Current liabilities: | ||
Accounts payable | 15,819 | 19,089 |
Accrued expenses | 31,525 | 28,333 |
Deferred gift card revenue and other | 2,006 | 2,077 |
Current portion of operating lease liabilities | 7,534 | 6,897 |
Current portion of long-term debt | 1,856 | 1,500 |
Other current liabilities | 310 | 266 |
Total current liabilities | 59,050 | 58,162 |
Operating lease liabilities, net of current portion | 113,191 | 120,481 |
Long-term debt, net of current portion | 70,207 | 70,410 |
Other long-term liabilities | 771 | 832 |
Total liabilities | 243,219 | 249,885 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 33,584,949 issued and 31,308,496 outstanding at March 31, 2024 and 33,560,428 issued and 31,283,975 outstanding at December 31, 2023 | 3 | 3 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | ||
Treasury stock, 2,276,453 shares at cost at March 31, 2024 and December 31, 2023 | (15,051) | (15,051) |
Additional paid-in capital | 59,504 | 58,270 |
Retained earnings | 26,815 | 28,884 |
Accumulated other comprehensive loss | (2,998) | (2,930) |
Total stockholders' equity | 68,273 | 69,176 |
Noncontrolling interests | (2,177) | (1,816) |
Total equity | 66,096 | 67,360 |
Total liabilities and equity | $ 309,315 | $ 317,245 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
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 | 33,584,949 | 33,560,428 |
Common stock, shares outstanding | 31,308,496 | 31,283,975 |
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 |
Treasury stock, shares | 2,276,453 | 2,276,453 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Owned restaurant net revenue | $ 81,508 | $ 78,579 |
Management, license and incentive fee revenue | 3,487 | 3,977 |
Total revenues | 84,995 | 82,556 |
Owned operating expenses: | ||
Owned restaurant cost of sales | 18,714 | 18,855 |
Owned restaurant operating expenses | 49,638 | 46,827 |
Total owned operating expenses | 68,352 | 65,682 |
General and administrative (including stock-based compensation of $1,358 and $1,320 for the three months ended March 31, 2024 and 2023, respectively) | 7,534 | 7,484 |
Depreciation and amortization | 5,260 | 3,656 |
Pre-opening expenses | 2,914 | 1,299 |
Transaction and exit costs | 1,523 | |
Other expenses | 32 | 157 |
Total costs and expenses | 85,615 | 78,278 |
Operating (loss) income | (620) | 4,278 |
Other expenses, net: | ||
Interest expense, net of interest income | 2,078 | 1,787 |
Total other expenses, net | 2,078 | 1,787 |
(Loss) income before provision for income taxes | (2,698) | 2,491 |
(Benefit) provision for income taxes | (268) | 161 |
Net (loss) income | (2,430) | 2,330 |
Less: net loss attributable to noncontrolling interest | (361) | (276) |
Net (loss) income attributable to The ONE Group Hospitality, Inc. | (2,069) | 2,606 |
Currency translation loss | (68) | (70) |
Comprehensive (loss) income attributable to The ONE Group Hospitality, Inc. | $ (2,137) | $ 2,536 |
Net (loss) income attributable to The ONE Group Hospitality, Inc. per share: | ||
Basic net (loss) income per share (in dollars per share) | $ (0.07) | $ 0.08 |
Diluted net (loss) income per share (in dollars per share) | $ (0.07) | $ 0.08 |
Shares used in computing basic (loss) income per share (in shares) | 31,306,417 | 31,677,232 |
Shares used in computing diluted (loss) income per share (in shares) | 31,306,417 | 32,997,751 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME | ||
Stock-based compensation | $ 1,358 | $ 1,320 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common stock | Treasury stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Stockholders' equity | Noncontrolling interests | Total |
Balance at Dec. 31, 2022 | $ 3 | $ (7,169) | $ 55,583 | $ 24,166 | $ (2,869) | $ 69,714 | $ (1,124) | $ 68,590 |
Balance (in shares) at Dec. 31, 2022 | 31,735,423 | |||||||
Stock-based compensation | 1,320 | 1,320 | 1,320 | |||||
Stock-based compensation, (in shares) | 16,205 | |||||||
Issuance of vested restricted shares, net of tax withholding | (1,432) | (1,432) | (1,432) | |||||
Issuance of vested restricted shares, net of tax withholding (in shares) | 247,536 | |||||||
Purchase of treasury stock | (735) | (735) | (735) | |||||
Purchase of treasury stock (in shares) | (118,085) | |||||||
Loss on foreign currency translation, net | (70) | (70) | (70) | |||||
Net income (loss) | 2,606 | 2,606 | (276) | 2,330 | ||||
Balance at Mar. 31, 2023 | $ 3 | (7,904) | 55,471 | 26,772 | (2,939) | 71,403 | (1,400) | 70,003 |
Balance (in shares) at Mar. 31, 2023 | 31,881,079 | |||||||
Balance at Dec. 31, 2023 | $ 3 | (15,051) | 58,270 | 28,884 | (2,930) | 69,176 | (1,816) | 67,360 |
Balance (in shares) at Dec. 31, 2023 | 31,283,975 | |||||||
Stock-based compensation | 1,358 | 1,358 | 1,358 | |||||
Issuance of vested restricted shares, net of tax withholding | (124) | (124) | (124) | |||||
Issuance of vested restricted shares, net of tax withholding (in shares) | 24,521 | |||||||
Loss on foreign currency translation, net | (68) | (68) | (68) | |||||
Net income (loss) | (2,069) | (2,069) | (361) | (2,430) | ||||
Balance at Mar. 31, 2024 | $ 3 | $ (15,051) | $ 59,504 | $ 26,815 | $ (2,998) | $ 68,273 | $ (2,177) | $ 66,096 |
Balance (in shares) at Mar. 31, 2024 | 31,308,496 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net (loss) income | $ (2,430) | $ 2,330 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,260 | 3,656 |
Non-cash exit costs | 263 | |
Stock-based compensation | 1,358 | 1,320 |
Amortization of debt issuance costs | 185 | 186 |
Deferred taxes | (384) | (3) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,080 | 4,638 |
Inventory | 789 | 731 |
Other current assets | (2,837) | (262) |
Security deposits | (2) | |
Other assets | (408) | (246) |
Accounts payable | (1,433) | (1,667) |
Accrued expenses | 4,433 | (4,160) |
Operating lease liabilities and right-of-use assets | 522 | 611 |
Other liabilities | (20) | (511) |
Net cash provided by operating activities | 10,378 | 6,621 |
Investing activities: | ||
Purchase of property and equipment | (15,795) | (11,852) |
Net cash used in investing activities | (15,795) | (11,852) |
Financing activities: | ||
Repayments of long-term debt and financing lease liabilities | (68) | (229) |
Tax-withholding obligation on stock-based compensation | (124) | (156) |
Purchase of treasury stock | (735) | |
Net cash used in financing activities | (192) | (1,120) |
Effect of exchange rate changes on cash | (64) | (71) |
Net decrease in cash and cash equivalents | (5,673) | (6,422) |
Cash and cash equivalents, beginning of period | 21,047 | 55,121 |
Cash and cash equivalents, end of period | 15,374 | 48,699 |
Supplemental disclosure of cash flow data: | ||
Interest paid, net of capitalized interest | 26 | 1,969 |
Income taxes paid | 61 | 15 |
Accrued purchases of property and equipment | $ 9,506 | $ 4,235 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Business and Significant Accounting Policies | |
Summary of Business and Significant Accounting Policies | Note 1 – Summary of Business and Significant Accounting Policies Description of Business The ONE Group Hospitality, Inc. and its subsidiaries (collectively, the “Company”) is an international restaurant company that develops, owns and operates, manages and licenses upscale and polished casual, high-energy restaurants and lounges and provides turn-key food and beverage (“F&B”) services and consulting 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 for the client. As of March 31, 2024, the Company’s primary restaurant brands are STK, a multi-unit steakhouse concept that combines a high-energy, social atmosphere with the quality and service of a traditional upscale steakhouse, and Kona Grill, a polished casual bar-centric grill concept featuring American favorites, award-winning sushi, and specialty cocktails in a polished casual atmosphere. As of March 31, 2024, the Company owned, operated, managed, or licensed 63 venues, including 28 STKs and 27 Kona Grills in major metropolitan cities in North America, Europe and the Middle East and 8 F&B venues in four hotels and casinos in the United States and Europe. For those restaurants and venues that are managed or licensed, the Company generates management fees based on top-line revenues and incentive fee revenue based on a percentage of the location’s revenues and profits. Basis of Presentation The accompanying condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and the accompanying unaudited interim condensed consolidated financial statements (“condensed consolidated financial statements”) of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Certain information and footnote disclosures normally included in annual audited financial statements have been omitted pursuant to SEC rules and regulations. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the Company’s opinion, the accompanying unaudited interim financial statements reflect all adjustments (consisting only of normal recurring accruals and adjustments) necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results expected for the full year. Additionally, the Company believes that the disclosures are sufficient for interim financial reporting purposes. Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its disclosures. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, net | |
Property and Equipment, net | Note 2 – Property and Equipment, net Property and equipment, net consist of the following (in thousands): March 31, December 31, 2024 2023 Furniture, fixtures and equipment $ 49,744 $ 49,753 Leasehold improvements 134,127 130,136 Less: accumulated depreciation (63,526) (60,128) Subtotal 120,345 119,761 Construction in progress 23,524 17,044 Restaurant smallwares 3,435 3,103 Total $ 147,304 $ 139,908 Depreciation related to property and equipment was $5.3 million and $3.6 for the three months ended March 31, 2024 and 2023, respectively. The Company depreciates construction in progress upon such assets being placed into service. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Accrued Expenses | Note 3 – Accrued Expenses Accrued expenses consist of the following (in thousands): March 31, December 31, 2024 2023 Payroll and related $ 5,385 $ 5,655 Interest 4,705 2,396 New restaurant construction 4,529 6,318 Legal, professional and other services 4,492 1,364 VAT and sales taxes 3,985 4,238 Amounts due to landlords 2,529 2,753 Insurance 316 545 Income taxes and related 90 30 Other (1) 5,494 5,034 Total $ 31,525 $ 28,333 (1) Amount primarily relates to recurring restaurant operating expenses. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt | |
Long-Term Debt | Note 4 – Long-Term Debt Long-term debt consists of the following (in thousands): March 31, December 31, 2024 2023 Term loan agreements $ 23,750 $ 23,750 Revolving credit facility — — Delayed draw term facility 49,750 49,750 Total long-term debt 73,500 73,500 Less: current portion of long-term debt (1,856) (1,500) Less: debt issuance costs (1,437) (1,590) Total long-term debt, net of current portion $ 70,207 $ 70,410 Interest expense for the Company’s debt arrangements, excluding the amortization of debt issuance costs and other discounts and fees, was $2.0 million for both the three months ended March 31, 2024 and 2023. Capitalized interest was $0.3 million for the three months ended March 31, 2024. There was no capitalized interest for the three months ended March 31, 2023. As of March 31, 2024, the Company had $1.4 million in standby letters of credit outstanding for certain restaurants and $10.6 million available in its revolving credit facility, subject to certain conditions. Credit and Guaranty Agreement On October 4, 2019, in conjunction with the acquisition of Kona Grill, the Company entered into a credit agreement with Goldman Sachs Bank USA (the “Credit Agreement”). On August 6, 2021, the Company entered into the Third Amendment to the Credit Agreement to extend the maturity date for both the term loan and revolving credit facility to August 2026, to eliminate all financial covenants except a maximum net leverage ratio of 2.00 to 1.00, and to eliminate restrictions on the maximum amount of capital expenditures, the maximum number of Company-owned new locations, and credit extensions under the revolving credit facility. As amended, the Credit Agreement provides for a secured revolving credit facility of $12.0 million and a $25.0 million term loan (reduced from $48.0 million). The term loan is payable in quarterly installments of $0.1 million, with the final payment due in August 2026. On December 13, 2022, the Company entered into the Fourth Amendment to the Credit Agreement that: ● Allows for a new $50.0 million delayed draw term facility, available to draw for twelve months and subject to a 1.75 x Net Leverage Ratio incurrence test (as defined in the Credit Agreement) for permitted acquisitions, stock repurchases and new restaurant capital expenditures; ● Allows the Company to redeem, repurchase or otherwise acquire its own capital stock in an aggregate amount of up to $50 million subject to a 1.75 x Net Leverage Ratio incurrence test and no default or event of default; and ● Changes the interest rate from London Interbank Offered Rate (“LIBOR”) plus a margin to Secured Overnight Financing Rate (“SOFR”) plus an applicable margin. The Company borrowed $50.0 million on the delayed draw term facility on December 28, 2022. The delayed draw term loan is payable in quarterly installments of $0.25 million beginning December 31, 2023, with the final payment due in August 2026. Loans under the amended Credit Agreement bear interest at a rate per annum using the SOFR rate subject to a 1.00% floor plus an interest rate margin of 6.50%. The Company’s weighted average interest rate on the borrowings under the amended Credit Agreement as of March 31, 2024 and December 31, 2023 was 12.15% and 12.40%, respectively. The Credit Agreement contains customary representations, warranties and conditions to borrowing including customary affirmative and negative covenants, among other things, that limit or restrict the Company’s ability to incur indebtedness and other obligations, grant liens to secure obligations, make investments, merge or consolidate, alter the organizational structure of the Company and its subsidiaries, and dispose of assets outside the ordinary course of business, in each case subject to customary exceptions for credit facilities of this size and type. The Company and certain operating subsidiaries of the Company guarantee the obligations under the amended Credit Agreement, which also are secured by liens on substantially all of the assets of the Company and its subsidiaries. As of March 31, 2024, the Company had $1.4 million of debt issuance costs related to the amended Credit Agreement, which were capitalized and are recorded as a direct deduction to long-term debt and $0.3 million in debt issuance costs recorded in Other Assets on the condensed consolidated balance sheets. As of March 31, 2024, the Company was in compliance with the financial covenants required by the Credit Agreement. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued expenses are carried at cost, which approximates fair value due to their short maturities. Long-lived assets are measured and disclosed at fair value on a nonrecurring basis if an impairment is identified. There were no long-lived assets measured at fair value as of March 31, 2024. The Company’s long-term debt, including the current portion, is carried at cost on the condensed consolidated balance sheets. The fair value of long-term debt, including the current portion, is valued using Level 2 inputs including current applicable rates for similar instruments and approximates the carrying value of such obligations. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | Note 6 – Income Taxes Income taxes are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, should they occur. The Company recorded a benefit for income taxes of $0.3 million for the first quarter of 2024 compared to income tax expense of $0.2 million for the first quarter of 2023. The Company’s effective income tax rate including discrete events was 9.9% for the three months ended March 31, 2024 compared to 6.5% for the three months ended March 31, 2023. The Company’s projected annual effective tax rate differs from the statutory U.S. tax rate of 21% primarily due to the following: (i) tax credits for FICA taxes on certain employees’ tips (ii) taxes owed in foreign jurisdictions with tax rates that differ from the U.S. statutory rate; (iii) taxes owed in state and local jurisdictions; and (iv) the tax effect of non-deductible compensation. Income tax provision recorded for the three months ended March 31, 2024 and 2023 included the discrete period tax benefits resulting from the vesting of restricted stock units. The Company is subject to U.S. federal, state, local and various foreign income taxes for the jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In the normal course of business, the Company is subject to examination by the federal, state, local and foreign taxing authorities. There are no ongoing federal, state, local, or foreign tax examinations as of March 31, 2024. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contracts with Customers | |
Revenue Recognition | Note 7 – Revenue Recognition The following table provides information about contract liabilities, which include deferred license revenue, deferred gift card revenue, advanced party deposits and the Konavore rewards program (in thousands): March 31, December 31, 2024 2023 Deferred license revenue (1) $ 206 $ 218 Deferred gift card and gift certificate revenue (2) $ 1,315 $ 1,716 Advanced party deposits (2) $ 691 $ 361 Konavore rewards program (3) $ 182 $ 177 (1) Includes the current and long-term portion of deferred license revenue which are included in other current liabilities and other long-term liabilities on the condensed consolidated balance sheets. (2) Deferred gift card revenue and advance party deposits on goods and services yet to be provided are included in deferred gift card revenue and other on the condensed consolidated balance sheets. (3) Konavore rewards program is included in accrued expenses on the condensed consolidated balance sheets. Revenue recognized during the period from contract liabilities as of the preceding fiscal year end date is as follows (in thousands): March 31, March 31, 2024 2023 Revenue recognized from deferred license revenue $ 12 $ 20 Revenue recognized from deferred gift card revenue $ 595 $ 571 Revenue recognized from advanced party deposits $ 361 $ 271 The estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as of March 31, 2024 were as follows for each year ending (in thousands): 2024, nine months remaining $ 32 2025 44 2026 37 2027 34 2028 34 Thereafter 25 Total future estimated deferred license revenue $ 206 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 8 – Leases The components of lease expense for the three months ended March 31, 2024 and 2023 were as follows (in thousands): March 31, March 31, 2024 2023 Lease cost Operating lease cost $ 4,289 $ 3,894 Finance lease cost Amortization of ROU assets 55 51 Interest on lease liabilities 19 21 Total finance lease cost 74 72 Variable lease cost (1) 3,089 2,610 Short-term lease cost 316 275 Total lease cost $ 7,768 $ 6,851 Weighted average remaining lease term Operating leases 13 years 13 years Finance leases 4 years 5 years Weighted average discount rate Operating leases 8.79 % 8.45 % Finance leases 9.16 % 9.01 % (1) Variable lease cost is comprised of percentage rent and common area maintenance. The components of finance lease assets and liabilities on the condensed consolidated balance sheet were as follows (in thousands): March 31, December 31, 2024 2023 Finance lease right-of-use assets (1) $ 794 $ 850 Current portion of finance lease liabilities (1) 266 222 Long-term portion of finance lease liabilities (1) 609 658 (1) Finance lease assets and liabilities are included in other assets, other current liabilities, and other long-term liabilities on the condensed consolidated balance sheet. Supplemental cash flow information related to leases for the period was as follows (in thousands): March 31, March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,171 $ 3,472 Operating cash flows from finance leases $ 55 $ 51 Financing cash flows from finance leases $ 68 $ 104 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 3,178 Finance leases $ — $ 41 The Company has entered into six operating leases for future restaurants that have not commenced as of March 31, 2024. The present value of the aggregate future commitment related to these leases totals $6.8 million. The Company expects these leases, which have an initial lease term of 10 years, to commence within the next twelve months. During the three months ended March 31, 2024, the Company decided not to renew the lease for STK Westwood, which will terminate within the next twelve months. As a result, the right-of-use asset was reduced by $5.5 million, and the right-of-use liability decreased $5.7 million. As of March 31, 2024, maturities of the Company’s operating lease liabilities are as follows (in thousands): 2024, nine months remaining $ 6,721 2025 16,669 2026 16,278 2027 16,671 2028 16,977 Thereafter 146,779 Total lease payments 220,095 Less: imputed interest (99,370) Present value of operating lease liabilities $ 120,725 As of March 31, 2024, maturities of the Company’s finance lease liabilities are as follows (in thousands): 2024, nine months remaining $ 265 2025 266 2026 266 2027 221 Total lease payments 1,018 Less: imputed interest (143) Present value of finance lease liabilities $ 875 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share | |
Earnings Per Share | Note 9 – Earnings Per Share Basic earnings per share is computed using the weighted average number of common shares outstanding during the period and income available to common stockholders. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period plus the dilutive effect of potential shares of common stock including common stock issuable pursuant to stock options, warrants, and restricted stock units. For the three months ended March 31, 2024 and 2023, the net (loss) income per share was calculated as follows (in thousands, except net (loss) income per share and related share data): Three months ended March 31, 2024 2023 Net (loss) income attributable to The ONE Group Hospitality, Inc. $ (2,069) $ 2,606 Basic weighted average shares outstanding 31,306,417 31,677,232 Dilutive effect of stock options, warrants and restricted share units — 1,320,519 Diluted weighted average shares outstanding 31,306,417 32,997,751 Net (loss) income available to common stockholders per share - Basic $ (0.07) $ 0.08 Net (loss) income available to common stockholders per share - Diluted $ (0.07) $ 0.08 For the three months ended March 31, 2024 and 2023, 1.2 million and 0.1 million, respectively, of stock options, warrants and restricted share units |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholder's Equity | |
Stockholder's Equity | Note 10 – Stockholder’s Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001. There were no shares of preferred stock that were issued or outstanding at March 31, 2024 or December 31, 2023. Common Stock Stock Purchase Program The Company’s Board of Directors authorized a repurchase program of up to $15.0 million of outstanding common stock that was completed in December 2023. In March 2024, the Company’s Board of Directors authorized an additional $5.0 million of repurchases under this program. There were no stock repurchases in the first quarter of 2024. |
Stock-Based Compensation and Wa
Stock-Based Compensation and Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation and Warrants | |
Stock-Based Compensation and Warrants | Note 11 – Stock-Based Compensation and Warrants As of March 31, 2024, the Company had 3,723,300 shares available for issuance under the Equity Incentive Plan. Stock-based compensation cost for the three months ended March 31, 2024 and 2023 was $1.4 million and $1.3 million, respectively. Stock-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. Included in stock-based compensation cost for the three months ended March 31, 2024 and 2023, was $0.1 million of cost related to stock granted to directors. Such grants were awarded consistent with the Board of Director’s compensation practices. Stock-based compensation for both the three months ended March 31, 2024 and 2023 included $0.2 million of compensation costs for performance stock units that contain both a market condition and time element (“PSUs”). Stock Option Activity Stock options in the table below include both time based and market condition-based awards. Changes in stock options during the three months ended March 31, 2024 were as follows: Weighted Weighted average Intrinsic average exercise remaining value Shares price contractual life (thousands) Outstanding and Exercisable at December 31, 2023 673,942 $ 2.35 3.24 years $ 2,540 Granted — — Exercised — $ — Cancelled, expired or forfeited — — Outstanding and Exercisable at March 31, 2024 673,942 $ 2.35 2.99 years $ 2,169 All outstanding stock options are fully vested. Restricted Stock Unit Activity The Company issues restricted stock units (“RSUs”) under the 2019 Equity Plan. The fair value of time-based RSUs 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 RSUs and changes during the three months ended March 31, 2024 is presented below: Weighted average Shares grant date fair value Non-vested RSUs at December 31, 2023 1,020,556 $ 8.08 Granted 15,000 5.62 Vested (206,985) 7.06 Cancelled, expired or forfeited (21,114) 7.98 Non-vested RSUs at March 31, 2024 807,457 $ 8.30 As of March 31, 2024, the Company had approximately $5.3 million of unrecognized compensation costs related to RSUs, which will be recognized over a weighted average period of 1.8 years. Performance Stock Unit Activity The Company issues performance stock units (“PSUs”) under the 2019 Equity Plan. PSUs in the table below includes both time based and market condition-based awards and are valued using the Monte Carlo Simulation. A summary of the status of PSUs and changes during the three months ended March 31, 2024 is presented below: Weighted average Shares grant date fair value Non-vested PSUs at December 31, 2023 375,000 $ 5.89 Granted — — Vested — — Cancelled, expired or forfeited — — Non-vested PSUs at March 31, 2024 375,000 $ 5.89 As of March 31, 2024, the Company had approximately $1.8 million of unrecognized compensation costs related to PSUs, which will be recognized over a weighted average period of 2.4 years. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting | |
Segment Reporting | Note 12 – Segment Reporting The Company has identified its reportable operating segments as follows: ● STK . The STK segment consists of the results of operations from STK restaurant locations, competing in the full-service dining industry, as well as management, license and incentive fee revenue generated from the STK brand and pre-opening expenses associated with new STK restaurants under development. ● Kona Grill . The Kona Grill segment includes the results of operations of Kona Grill restaurant locations and pre-opening expenses associated with new Kona Grill restaurants under development. ● ONE Hospitality . The ONE Hospitality segment is composed of the management, license and incentive fee revenue and results of operations generated from the Company’s other brands and venue concepts, not including STK or Kona Grill, which include Bao Yum, Heliot, Hideout, Radio and Rivershore Bar & Grill. Additionally, this segment includes the results of operations generated from F&B hospitality management agreements with hotels, casinos and other high-end locations. ● Corporate . The Corporate segment consists of the following: general and administrative costs, stock-based compensation, lease termination expenses, transaction costs and other income and expenses. This segment also includes STK Meat Market, an e-commerce platform that offers signature steak cuts nationwide and revenue generated from gift card programs. The Corporate segment’s total assets primarily include cash and cash equivalents, the Kona Grill tradename, and deferred tax assets. The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker, manages the business and allocates resources via a combination of restaurant sales reports and operating segment profit information, defined as revenues less operating expenses, related to the Company’s four operating segments. Certain financial information relating to the three months ended March 31, 2024 and 2023 for each segment is provided below (in thousands). STK Kona Grill ONE Hospitality Corporate Total For the three months ended March 31, 2024 Total revenues $ 54,450 30,149 301 95 84,995 Operating income (loss) $ 8,860 (503) (145) (8,832) (620) Capital asset additions (1) $ 13,010 2,587 25 173 15,795 As of March 31, 2024 Total assets $ 154,991 96,194 2,021 56,109 309,315 STK Kona Grill ONE Hospitality Corporate Total For the three months ended March 31, 2023 Total revenues $ 51,138 30,909 401 108 82,556 Operating income (loss) $ 12,096 (25) (46) (7,747) 4,278 Capital asset additions (1) $ 4,277 6,476 21 1,078 11,852 As of December 31, 2023 Total assets $ 153,769 97,840 5,868 59,768 317,245 (1) Capital asset additions for the Corporate segment include furniture, fixtures, and equipment for restaurants that the Company plans to open in the future . |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2024 | |
Geographic Information | |
Geographic Information | Note 13 – Geographic Information Certain financial information by geographic location is provided below (in thousands). For the three months ended March 31, 2024 2023 Domestic revenues $ 83,965 $ 81,459 International revenues 1,030 1,097 Total revenues $ 84,995 $ 82,556 March 31, December 31, 2024 2023 Domestic long-lived assets $ 269,834 $ 269,052 International long-lived assets 1,518 1,513 Total long-lived assets $ 271,352 $ 270,565 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies The Company is party to claims in lawsuits incidental to its business, including lease disputes and employee-related matters. The Company has recorded accruals in its condensed consolidated financial statements in accordance with ASC 450. While the resolution of a lawsuit, proceeding or claim may have an impact on the Company’s financial results for the period in which it is resolved, in the opinion of management, the ultimate outcome of such matters and judgements in which the Company is currently involved, either individually or in the aggregate, will not have a material adverse effect on the Company’s condensed consolidated financial position or results of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | Note 15 – Subsequent Events On May 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. from Safflower Holdings LLC for $365.0 million., subject to customary adjustments (the “Acquisition”). Safflower Holdings Corp. beneficially owns most of the Benihana restaurants, as well as all of the RA Sushi restaurants, in the United States. It also franchises Benihana locations in the U.S., Latin America (excluding Mexico) and the Caribbean. The Company expects the Acquisition will accelerate and diversify its revenue growth. In connection with the Acquisition, on May 1, 2024, the Company sold and issued to (a) HPC III Kaizen LP, for $150.0 million cash, subject to a 5% original issuance discount, 150,000 shares of Preferred Stock, a warrant to purchase 1,786,582 shares of Common Stock of the Company for an exercise price of $0.01 per share, and a warrant to purchase 1,000,000 shares of Common Stock of the Company for an exercise price of $10.00 per share and (b) to the HPS Investors, for $10 million cash in the aggregate, subject to a 5% original issuance discount, securities allocated among the HPS Investors as follows: (i) to HPS Special Situations Opportunity Fund II, L.P., 4,309 shares of such Preferred Stock in book-entry form, a warrant to purchase 51,236 shares of Common Stock of the Company for an exercise price of $0.01 per share, and a warrant to purchase 28,729 shares of Common Stock of the Company for an exercise price of $10.00 per share , (ii) to SSOF II BH US Subsidiary, L.P., 3,691 shares of such Preferred Stock in book-entry form, a warrant to purchase 43,957 shares of Common Stock of the Company for an exercise price of $0.01 per share, and a warrant to purchase 24,604 shares of Common Stock of the Company for an exercise price of $10.00 per share, (iii) to HPS Corporate Lending Fund, 1,000 shares of such Preferred Stock in book-entry form, a warrant to purchase 11,911 shares of Common Stock of the Company for an exercise price of $0.01 per share, and a warrant to purchase 6,667 shares of Common Stock of the Company for an exercise price of $10.00 per share, and (iv) to HPS Corporate Capital Solutions Fund, 1,000 shares of such Preferred Stock in book-entry form, a warrant to purchase 11,911 shares of Common Stock of the Company for an exercise price of $0.01 per share, and a warrant to purchase 6,667 shares of Common Stock of the Company for an exercise price of $10.00 per share, in each case of clauses (a) and (b), in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Preferred Stock Financing”). The Preferred Stock will be non-voting and non-convertible; will have compounding dividends that begin at a rate of 13.0% per annum and increase over time at specified intervals; will be subject to optional redemption by the Company and mandatory redemption following specified events and in certain circumstances upon the exercise by the holders of a majority of the outstanding shares of Preferred Stock of an option to deliver written notice to the Company to require redemption, in each case, for specified prices; and will grant certain consent rights for the holders of a majority of the outstanding shares of Preferred Stock for specified matters. Additionally, in connection with the Acquisition, on May 1, 2024, the Company entered into a credit agreement (the “Credit and Guarantee Agreement”) with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., HPS Investment Partners, LLC and HG Vora Capital Management, LLC (collectively, the “Initial Lenders”). The Credit and Guarantee Agreement provides a $350.0 million senior secured term loan facility (the “Term Loan Facility”) and a $40.0 million senior secured revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Facilities”), up to $10.0 million of which will be available in the form of letters of credit. On May 1, 2024, the Company borrowed $350.0 million under the Term Loan Facility and the Revolving Facility was undrawn. The Term Loan Facility is not subject to a financial covenant and the Revolving Facility’s financial covenant will apply only after 35% of the Revolving Facility’s capacity has been drawn. The Term Loan Facility will bear interest at a margin over a reference rate selected at the option of the borrower. The margin for the Term Loan Facility will be 6.5% per annum for SOFR borrowings and 5.5% per annum for base rate borrowings. The Term Loan Facility will mature on the fifth anniversary of the date of the related loan agreement. The Term Loan Facility is payable in quarterly installments commencing with fiscal quarter ending September 30, 2024, and are 1% per annum for the first year (through June 30, 2025), then 2.5% per annum for the next two years (through June 2027), then 5% per annum thereafter through maturity on April 30, 2029. The Revolving Facility will bear interest at a margin over a reference rate selected at the option of the borrower. The margin for the Revolving Facility will be set quarterly based on the Company’s Consolidated Net Leverage Ratio for the preceding four fiscal quarter period and will range from 5.5% to 6.0% per annum for SOFR borrowings and 4.5% to 5.0% for base rate borrowings. The Revolving Facility will mature on the date that is fifty-four months after the date of the related loan agreement. The Term Loan Facility and the proceeds from the Preferred Stock Financing were used to finance the Acquisition as well as refinance the Company’s existing Credit Agreement with Goldman Sachs Specialty Lending Group, L.P. and Goldman Sachs Bank USA (the “Refinancing”) and to pay fees and expenses in connection with the Acquisition, the Refinancing, the Preferred Stock Financing and incurrence of the Facilities. Transaction costs related to the Acquisition were approximately $1.2 million for the three months ended March 31, 2024. Disclosures regarding purchase accounting and supplemental pro forma financial information required under ASC Topic 805, “Business Combinations” have been excluded from this Quarterly Report on Form 10-Q. Disclosure of such information has been deemed impracticable by management due primarily to the short timeframe to obtain the necessary information from the acquired company, apply various valuation methodologies and prepare the information for this filing. The purchase accounting and related disclosures will be included in the Company’s Quarterly Report on Form 10-Q for the six months ending June 30, 2024 and finalized within the one-year measurement period permitted under ASC 805. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Business and Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and the accompanying unaudited interim condensed consolidated financial statements (“condensed consolidated financial statements”) of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Certain information and footnote disclosures normally included in annual audited financial statements have been omitted pursuant to SEC rules and regulations. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the Company’s opinion, the accompanying unaudited interim financial statements reflect all adjustments (consisting only of normal recurring accruals and adjustments) necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results expected for the full year. Additionally, the Company believes that the disclosures are sufficient for interim financial reporting purposes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its disclosures. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, net | |
Schedule of property and equipment, net | Property and equipment, net consist of the following (in thousands): March 31, December 31, 2024 2023 Furniture, fixtures and equipment $ 49,744 $ 49,753 Leasehold improvements 134,127 130,136 Less: accumulated depreciation (63,526) (60,128) Subtotal 120,345 119,761 Construction in progress 23,524 17,044 Restaurant smallwares 3,435 3,103 Total $ 147,304 $ 139,908 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consists of the following (in thousands): March 31, December 31, 2024 2023 Term loan agreements $ 23,750 $ 23,750 Revolving credit facility — — Delayed draw term facility 49,750 49,750 Total long-term debt 73,500 73,500 Less: current portion of long-term debt (1,856) (1,500) Less: debt issuance costs (1,437) (1,590) Total long-term debt, net of current portion $ 70,207 $ 70,410 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contracts with Customers | |
Schedule of contract liabilities | The following table provides information about contract liabilities, which include deferred license revenue, deferred gift card revenue, advanced party deposits and the Konavore rewards program (in thousands): March 31, December 31, 2024 2023 Deferred license revenue (1) $ 206 $ 218 Deferred gift card and gift certificate revenue (2) $ 1,315 $ 1,716 Advanced party deposits (2) $ 691 $ 361 Konavore rewards program (3) $ 182 $ 177 (1) Includes the current and long-term portion of deferred license revenue which are included in other current liabilities and other long-term liabilities on the condensed consolidated balance sheets. (2) Deferred gift card revenue and advance party deposits on goods and services yet to be provided are included in deferred gift card revenue and other on the condensed consolidated balance sheets. (3) Konavore rewards program is included in accrued expenses on the condensed consolidated balance sheets. |
Revenue recognized during the period from contract liabilities | Revenue recognized during the period from contract liabilities as of the preceding fiscal year end date is as follows (in thousands): March 31, March 31, 2024 2023 Revenue recognized from deferred license revenue $ 12 $ 20 Revenue recognized from deferred gift card revenue $ 595 $ 571 Revenue recognized from advanced party deposits $ 361 $ 271 |
Schedule of estimated deferred license revenue to be recognized in the future related to performance obligations | The estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as of March 31, 2024 were as follows for each year ending (in thousands): 2024, nine months remaining $ 32 2025 44 2026 37 2027 34 2028 34 Thereafter 25 Total future estimated deferred license revenue $ 206 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of components of lease expense | The components of lease expense for the three months ended March 31, 2024 and 2023 were as follows (in thousands): March 31, March 31, 2024 2023 Lease cost Operating lease cost $ 4,289 $ 3,894 Finance lease cost Amortization of ROU assets 55 51 Interest on lease liabilities 19 21 Total finance lease cost 74 72 Variable lease cost (1) 3,089 2,610 Short-term lease cost 316 275 Total lease cost $ 7,768 $ 6,851 Weighted average remaining lease term Operating leases 13 years 13 years Finance leases 4 years 5 years Weighted average discount rate Operating leases 8.79 % 8.45 % Finance leases 9.16 % 9.01 % (1) Variable lease cost is comprised of percentage rent and common area maintenance. |
Summary of components of finance lease assets and liabilities on the consolidated balance sheet | The components of finance lease assets and liabilities on the condensed consolidated balance sheet were as follows (in thousands): March 31, December 31, 2024 2023 Finance lease right-of-use assets (1) $ 794 $ 850 Current portion of finance lease liabilities (1) 266 222 Long-term portion of finance lease liabilities (1) 609 658 (1) Finance lease assets and liabilities are included in other assets, other current liabilities, and other long-term liabilities on the condensed consolidated balance sheet. |
Schedule of supplemental cash flow information related to leases | Supplemental cash flow information related to leases for the period was as follows (in thousands): March 31, March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,171 $ 3,472 Operating cash flows from finance leases $ 55 $ 51 Financing cash flows from finance leases $ 68 $ 104 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 3,178 Finance leases $ — $ 41 |
Schedule of maturities of operating lease liabilities | As of March 31, 2024, maturities of the Company’s operating lease liabilities are as follows (in thousands): 2024, nine months remaining $ 6,721 2025 16,669 2026 16,278 2027 16,671 2028 16,977 Thereafter 146,779 Total lease payments 220,095 Less: imputed interest (99,370) Present value of operating lease liabilities $ 120,725 |
Schedule of maturities of finance lease liabilities | As of March 31, 2024, maturities of the Company’s finance lease liabilities are as follows (in thousands): 2024, nine months remaining $ 265 2025 266 2026 266 2027 221 Total lease payments 1,018 Less: imputed interest (143) Present value of finance lease liabilities $ 875 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share | |
Schedule of earnings per share, basic and diluted | For the three months ended March 31, 2024 and 2023, the net (loss) income per share was calculated as follows (in thousands, except net (loss) income per share and related share data): Three months ended March 31, 2024 2023 Net (loss) income attributable to The ONE Group Hospitality, Inc. $ (2,069) $ 2,606 Basic weighted average shares outstanding 31,306,417 31,677,232 Dilutive effect of stock options, warrants and restricted share units — 1,320,519 Diluted weighted average shares outstanding 31,306,417 32,997,751 Net (loss) income available to common stockholders per share - Basic $ (0.07) $ 0.08 Net (loss) income available to common stockholders per share - Diluted $ (0.07) $ 0.08 |
Stock-Based Compensation and _2
Stock-Based Compensation and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation and Warrants | |
Schedule of stock option activity | Weighted Weighted average Intrinsic average exercise remaining value Shares price contractual life (thousands) Outstanding and Exercisable at December 31, 2023 673,942 $ 2.35 3.24 years $ 2,540 Granted — — Exercised — $ — Cancelled, expired or forfeited — — Outstanding and Exercisable at March 31, 2024 673,942 $ 2.35 2.99 years $ 2,169 |
Schedule of RSUs and changes | Weighted average Shares grant date fair value Non-vested RSUs at December 31, 2023 1,020,556 $ 8.08 Granted 15,000 5.62 Vested (206,985) 7.06 Cancelled, expired or forfeited (21,114) 7.98 Non-vested RSUs at March 31, 2024 807,457 $ 8.30 |
Schedule of PSUs and changes | Weighted average Shares grant date fair value Non-vested PSUs at December 31, 2023 375,000 $ 5.89 Granted — — Vested — — Cancelled, expired or forfeited — — Non-vested PSUs at March 31, 2024 375,000 $ 5.89 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting | |
Schedule of segment information | Certain financial information relating to the three months ended March 31, 2024 and 2023 for each segment is provided below (in thousands). STK Kona Grill ONE Hospitality Corporate Total For the three months ended March 31, 2024 Total revenues $ 54,450 30,149 301 95 84,995 Operating income (loss) $ 8,860 (503) (145) (8,832) (620) Capital asset additions (1) $ 13,010 2,587 25 173 15,795 As of March 31, 2024 Total assets $ 154,991 96,194 2,021 56,109 309,315 STK Kona Grill ONE Hospitality Corporate Total For the three months ended March 31, 2023 Total revenues $ 51,138 30,909 401 108 82,556 Operating income (loss) $ 12,096 (25) (46) (7,747) 4,278 Capital asset additions (1) $ 4,277 6,476 21 1,078 11,852 As of December 31, 2023 Total assets $ 153,769 97,840 5,868 59,768 317,245 (1) Capital asset additions for the Corporate segment include furniture, fixtures, and equipment for restaurants that the Company plans to open in the future . |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Geographic Information | |
Schedule of revenues by geographic location | Certain financial information by geographic location is provided below (in thousands). For the three months ended March 31, 2024 2023 Domestic revenues $ 83,965 $ 81,459 International revenues 1,030 1,097 Total revenues $ 84,995 $ 82,556 |
Schedule of long-lived assets by geographic location | For the three months ended March 31, 2024 2023 Domestic revenues $ 83,965 $ 81,459 International revenues 1,030 1,097 Total revenues $ 84,995 $ 82,556 |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Details) | Mar. 31, 2024 item restaurant |
Number of venues | 63 |
Number of hotels provided F&B services | item | 4 |
STK | |
Number of venues | 28 |
Kona Grill | |
Number of venues | 27 |
F&B Venues | |
Number of venues | 8 |
Property and Equipment, net - T
Property and Equipment, net - Total PPE (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (63,526) | $ (60,128) |
Total | 147,304 | 139,908 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 49,744 | 49,753 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 134,127 | 130,136 |
Subtotal | ||
Property, Plant and Equipment [Line Items] | ||
Total | 120,345 | 119,761 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | 23,524 | 17,044 |
Restaurant smallwares | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,435 | $ 3,103 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment, net | ||
Depreciation | $ 5.3 | $ 3.6 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses | ||
Payroll and related | $ 5,385 | $ 5,655 |
Interest | 4,705 | 2,396 |
New restaurant construction | 4,529 | 6,318 |
Legal, professional and other services | 4,492 | 1,364 |
VAT and sales taxes | 3,985 | 4,238 |
Amounts due to landlords | 2,529 | 2,753 |
Insurance | 316 | 545 |
Income taxes and related | 90 | 30 |
Other | 5,494 | 5,034 |
Total | $ 31,525 | $ 28,333 |
Long-Term Debt - Debt (Details)
Long-Term Debt - Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 73,500 | $ 73,500 |
Less: current portion of long-term debt | (1,856) | (1,500) |
Less: debt issuance costs | (1,437) | (1,590) |
Total long-term debt, net of current portion | 70,207 | 70,410 |
Delayed draw term facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 49,750 | 49,750 |
Medium-term Notes | Term loan agreements | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 23,750 | $ 23,750 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 28, 2022 | Dec. 13, 2022 | Aug. 06, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Aug. 05, 2021 | |
Debt Instrument [Line Items] | |||||||
Interest expense | $ 2,000,000 | $ 2,000,000 | |||||
Standby letters of credit outstanding | 1,400,000 | ||||||
Debt instrument, floor interest rate | 1% | ||||||
Debt issuance costs | $ 1,437,000 | $ 1,590,000 | |||||
Weighted average interest rate | 12.15% | 12.40% | |||||
Capitalized interest | $ 300,000 | $ 0 | |||||
Other Assets | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 300,000 | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Maximum net leverage ratio | 2% | ||||||
Shares authorized | $ 15,000,000 | ||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.50% | ||||||
Goldman Sachs Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 1,400,000 | ||||||
Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Available amount | $ 10,600,000 | ||||||
Secured revolving credit facility | $ 12,000,000 | ||||||
Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Face value of debt | 25,000,000 | $ 48,000,000 | |||||
Principal payments | $ 100,000 | ||||||
Delayed draw term facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum net leverage ratio | 1.75% | ||||||
Face value of debt | $ 50,000,000 | ||||||
Principal payments | $ 250,000 | ||||||
Debt Instrument, delayed draw period | 12 months | ||||||
Loan received | $ 50,000,000 | ||||||
Delayed draw term facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Shares authorized | $ 50,000,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) | Mar. 31, 2024 USD ($) |
Fair Value of Financial Instruments | |
Long-lived assets measured at fair value | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes | ||
Income tax expense (benefit) | $ (268) | $ 161 |
Effective income tax rate | 9.90% | 6.50% |
Foreign rate differential | 21% |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred license revenue | ||
Deferred revenue | $ 206 | $ 218 |
Deferred gift card and gift certificate revenue | ||
Deferred revenue | 1,315 | 1,716 |
Advanced party deposits | ||
Deferred revenue | 691 | 361 |
Konavore rewards program | ||
Deferred revenue | $ 182 | $ 177 |
Revenue Recognition - Changes i
Revenue Recognition - Changes in Deferred Gift Card and Gift Certificate Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred license revenue | ||
Revenue recognized | $ 12 | $ 20 |
Deferred gift card revenue | ||
Revenue recognized | 595 | 571 |
Advanced party deposits | ||
Revenue recognized | $ 361 | $ 271 |
Revenue Recognition - Future Es
Revenue Recognition - Future Estimated Deferred License Revenue (Details) - Deferred license revenue $ in Thousands | Mar. 31, 2024 USD ($) |
2024, nine months remaining | $ 32 |
2025 | 44 |
2026 | 37 |
2027 | 34 |
2028 | 34 |
Thereafter | 25 |
Total future estimated deferred license revenue | $ 206 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease cost | ||
Operating lease cost | $ 4,289 | $ 3,894 |
Amortization of ROU assets | 55 | 51 |
Interest on lease liabilities | 19 | 21 |
Total finance lease cost | 74 | 72 |
Variable lease cost | 3,089 | 2,610 |
Short-term lease cost | 316 | 275 |
Total lease cost | $ 7,768 | $ 6,851 |
Weighted average remaining lease term - operating leases | 13 years | 13 years |
Weighted average remaining lease term - finance leases | 4 years | 5 years |
Weighted average discount rate - operating leases | 8.79% | 8.45% |
Weighted average discount rate - finance leases | 9.16% | 9.01% |
Leases - Finance Lease Assets a
Leases - Finance Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases | ||
Finance lease right-of-use assets | $ 794 | $ 850 |
Current portion of finance lease liabilities | 266 | 222 |
Long-term portion of finance lease liabilities | $ 609 | $ 658 |
Leases - Operating Lease - Narr
Leases - Operating Lease - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) lease | |
Lessee, Lease, Description [Line Items] | |
Number of operating leases | lease | 6 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Initial lease term | 10 years |
Restaurants in Washington D.C., Aventura, Florida, and Salt Lake City, Utah | |
Lessee, Lease, Description [Line Items] | |
The amount of lessee's operating lease not yet commenced | $ 6.8 |
Lessee, Operating Lease, Lease Not yet Commenced, Existence of Option to Extend [true false] | true |
S T K Restaurant In Westwood, California | |
Lessee, Lease, Description [Line Items] | |
Right of use asset reduced | $ 5.5 |
Right of use liability decreased | $ 5.7 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Operating cash flows from operating leases | $ 4,171 | $ 3,472 |
Operating cash flows from finance leases | 55 | 51 |
Financing cash flows from finance leases | $ 68 | 104 |
Operating leases | 3,178 | |
Finance leases | $ 41 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2024, nine months remaining | $ 6,721 |
2025 | 16,669 |
2026 | 16,278 |
2027 | 16,671 |
2028 | 16,977 |
Thereafter | 146,779 |
Total lease payments | 220,095 |
Less: imputed interest | (99,370) |
Present value of operating lease liabilities | $ 120,725 |
Leases - Finance Lease Liabilit
Leases - Finance Lease Liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
2024, nine months remaining | $ 265 |
2025 | 266 |
2026 | 266 |
2027 | 221 |
Total lease payments | 1,018 |
Less: imputed interest | (143) |
Present value of finance lease liabilities | $ 875 |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share | ||
Net (loss) income attributable to The ONE Group Hospitality, Inc. | $ (2,069) | $ 2,606 |
Basic weighted average shares outstanding | 31,306,417 | 31,677,232 |
Dilutive effect of stock options, warrants and restricted share units | 1,320,519 | |
Diluted weighted average shares outstanding | 31,306,417 | 32,997,751 |
Net (loss) income available to common stockholders per share - Basic | $ (0.07) | $ 0.08 |
Net (loss) income available to common stockholders per share - Diluted | $ (0.07) | $ 0.08 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the calculation of diluted earnings per share | 1.2 | 0.1 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the calculation of diluted earnings per share | 0.4 | 0.1 |
Restricted Share Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the calculation of diluted earnings per share | 0.4 | 0.1 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Equity, Class of Treasury Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Shares repurchased | 0 | ||
Stock Repurchase Program, additional authorized amount | $ 5 | ||
Maximum | |||
Equity, Class of Treasury Stock [Line Items] | |||
Shares authorized | $ 15 |
Stock-Based Compensation and _3
Stock-Based Compensation and Warrants - Summary of Status of Company's Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Shares | ||
Exercisable at the beginning (in shares) | 673,942 | |
Exercisable at the ending (in shares) | 673,942 | |
Outstanding at the ending (in shares) | 673,942 | |
Weighted average exercise price | ||
Exercisable at the beginning (in dollars per share) | $ 2.35 | |
Exercisable at the ending (in dollars per share) | $ 2.35 | |
Outstanding at the ending (in dollars per share) | $ 2.35 | |
Weighted average remaining contractual life (Years) | ||
Weighted average remaining contractual life | 2 years 11 months 26 days | |
Exercisable weighted average remaining contractual life | 3 years 2 months 26 days | |
Intrinsic value | ||
Intrinsic value, Outstanding | $ 2,169 | $ 2,540 |
Stock-Based Compensation and _4
Stock-Based Compensation and Warrants - Summary of Status of Company's Restricted Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Shares | |
Non-vested RSUs at beginning of period (in shares) | shares | 1,020,556 |
Granted (in shares) | shares | 15,000 |
Vested (in shares) | shares | (206,985) |
Cancelled, expired or forfeited (in shares) | shares | (21,114) |
Non-vested RSUs at ending of period (in shares) | shares | 807,457 |
Weighted Average Grant Date Fair Value | |
Non-vested RSUs at beginning of period (in dollars per share) | $ / shares | $ 8.08 |
Granted (in dollars per share) | $ / shares | 5.62 |
Vested (in dollars per share) | $ / shares | 7.06 |
Cancelled, expired or forfeited (in dollars per share) | $ / shares | 7.98 |
Non-vested RSUs at ending of period (in dollars per share) | $ / shares | $ 8.30 |
Performance Stock Units | |
Shares | |
Non-vested RSUs at beginning of period (in shares) | shares | 375,000 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Cancelled, expired or forfeited (in shares) | shares | 0 |
Non-vested RSUs at ending of period (in shares) | shares | 375,000 |
Weighted Average Grant Date Fair Value | |
Non-vested RSUs at beginning of period (in dollars per share) | $ / shares | $ 5.89 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled, expired or forfeited (in dollars per share) | $ / shares | 0 |
Non-vested RSUs at ending of period (in dollars per share) | $ / shares | $ 5.89 |
Stock-Based Compensation and _5
Stock-Based Compensation and Warrants - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 1,358 | $ 1,320 |
Granted (in shares) | 15,000 | |
Stock-based compensation | $ 1,358 | 1,320 |
General and Administrative Expense. | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 1,400 | 1,300 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to non-vested awards | $ 5,300 | |
Unrecognized compensation cost, recognition period | 1 year 9 months 18 days | |
Milestone-Based Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 200 | 200 |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to non-vested awards | $ 1,800 | |
Unrecognized compensation cost, recognition period | 2 years 4 months 24 days | |
Granted (in shares) | 0 | |
Equity Incentive Plan 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance | 3,723,300 | |
Director | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 100 | $ 100 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 4 | ||
Total revenues | $ 84,995 | $ 82,556 | |
Operating income (loss) | (620) | 4,278 | |
Capital asset additions | 15,795 | 11,852 | |
Total assets | 309,315 | $ 317,245 | |
STK | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 54,450 | 51,138 | |
Operating income (loss) | 8,860 | 12,096 | |
Capital asset additions | 13,010 | 4,277 | |
Total assets | 154,991 | 153,769 | |
Kona Grill | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 30,149 | 30,909 | |
Operating income (loss) | (503) | (25) | |
Capital asset additions | 2,587 | 6,476 | |
Total assets | 96,194 | 97,840 | |
ONE Hospitality | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 301 | 401 | |
Operating income (loss) | (145) | (46) | |
Capital asset additions | 25 | 21 | |
Total assets | 2,021 | 5,868 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 95 | 108 | |
Operating income (loss) | (8,832) | (7,747) | |
Capital asset additions | 173 | $ 1,078 | |
Total assets | $ 56,109 | $ 59,768 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 84,995 | $ 82,556 | |
Long-lived assets | 271,352 | $ 270,565 | |
Domestic | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 83,965 | 81,459 | |
Long-lived assets | 269,834 | 269,052 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 1,030 | $ 1,097 | |
Long-lived assets | $ 1,518 | $ 1,513 |
Subsequent Events - Acquisition
Subsequent Events - Acquisition (Details) - USD ($) $ / shares in Units, $ in Millions | May 01, 2024 | Mar. 31, 2024 |
Subsequent Events | ||
Transaction cost of acquisition | $ 1.2 | |
Subsequent Events | Safflower Holdings Corp | ||
Subsequent Events | ||
Equity interest acquired | 100% | |
Pro-forma preliminary consideration paid | $ 365 | |
Preferred stock dividend rate | 13% | |
Subsequent Events | Safflower Holdings Corp | HPC III Kaizen LP | ||
Subsequent Events | ||
Cash value of preferred stock issued | $ 150 | |
Preferred stock, original issuance discount | 5% | |
Preferred stock issued | 150,000 | |
Subsequent Events | Safflower Holdings Corp | HPC III Kaizen LP | Warrant one | ||
Subsequent Events | ||
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Shares available for purchase | 1,786,582 | |
Subsequent Events | Safflower Holdings Corp | HPC III Kaizen LP | Warrant two | ||
Subsequent Events | ||
Exercise price of warrants (in dollars per share) | $ 10 | |
Shares available for purchase | 1,000,000 | |
Subsequent Events | Safflower Holdings Corp | HPS Investors | ||
Subsequent Events | ||
Cash value of preferred stock issued | $ 10 | |
Preferred stock, original issuance discount | 5% | |
Subsequent Events | Safflower Holdings Corp | HPS Special Situations Opportunity Fund II, L.P | ||
Subsequent Events | ||
Preferred stock issued | 4,309 | |
Subsequent Events | Safflower Holdings Corp | HPS Special Situations Opportunity Fund II, L.P | Warrant one | ||
Subsequent Events | ||
Preferred stock issued | 51,236 | |
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Subsequent Events | Safflower Holdings Corp | HPS Special Situations Opportunity Fund II, L.P | Warrant two | ||
Subsequent Events | ||
Preferred stock issued | 28,729 | |
Exercise price of warrants (in dollars per share) | $ 10 | |
Subsequent Events | Safflower Holdings Corp | SSOF II BH US Subsidiary, L.P | ||
Subsequent Events | ||
Preferred stock issued | 3,691 | |
Subsequent Events | Safflower Holdings Corp | SSOF II BH US Subsidiary, L.P | Warrant one | ||
Subsequent Events | ||
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Shares available for purchase | 43,957 | |
Subsequent Events | Safflower Holdings Corp | SSOF II BH US Subsidiary, L.P | Warrant two | ||
Subsequent Events | ||
Preferred stock issued | 24,604 | |
Exercise price of warrants (in dollars per share) | $ 10 | |
Subsequent Events | Safflower Holdings Corp | HPS Corporate Lending Fund | ||
Subsequent Events | ||
Preferred stock issued | 1,000 | |
Subsequent Events | Safflower Holdings Corp | HPS Corporate Lending Fund | Warrant one | ||
Subsequent Events | ||
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Shares available for purchase | 11,911 | |
Subsequent Events | Safflower Holdings Corp | HPS Corporate Lending Fund | Warrant two | ||
Subsequent Events | ||
Exercise price of warrants (in dollars per share) | $ 10 | |
Shares available for purchase | 6,667 | |
Subsequent Events | Safflower Holdings Corp | HPS Corporate Capital Solutions Fund | ||
Subsequent Events | ||
Preferred stock issued | 1,000 | |
Subsequent Events | Safflower Holdings Corp | HPS Corporate Capital Solutions Fund | Warrant one | ||
Subsequent Events | ||
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Shares available for purchase | 11,911 | |
Subsequent Events | Safflower Holdings Corp | HPS Corporate Capital Solutions Fund | Warrant two | ||
Subsequent Events | ||
Exercise price of warrants (in dollars per share) | $ 10 | |
Shares available for purchase | 6,667 |
Subsequent Events - Credit Agre
Subsequent Events - Credit Agreement (Details) - USD ($) $ in Millions | May 01, 2024 | Dec. 28, 2022 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Subsequent Events | ||
Basis spread on variable rate | 6.50% | |
Credit and Guarantee Agreement | Senior secured term loan facility | ||
Subsequent Events | ||
Secured revolving credit facility | $ 350 | |
Subsequent Events | Senior secured term loan facility | ||
Subsequent Events | ||
Amount borrowed under credit facility | $ 350 | |
Subsequent Events | Senior secured term loan facility | Payment installment for first year through June 30, 2025 | ||
Subsequent Events | ||
Percentage of term loan payable in quarterly installments | 1% | |
Subsequent Events | Senior secured term loan facility | Payment installment for next two year through June 2027 | ||
Subsequent Events | ||
Percentage of term loan payable in quarterly installments | 2.50% | |
Subsequent Events | Senior secured term loan facility | Payment installment thereafter through maturity on April 30, 029 | ||
Subsequent Events | ||
Percentage of term loan payable in quarterly installments | 5% | |
Subsequent Events | Senior secured term loan facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Subsequent Events | ||
Basis spread on variable rate | 6.50% | |
Subsequent Events | Senior secured term loan facility | Base rate | ||
Subsequent Events | ||
Basis spread on variable rate | 5.50% | |
Subsequent Events | Senior security revolving credit facility | ||
Subsequent Events | ||
Secured revolving credit facility | $ 40 | |
Minimum threshold percentage for financial covenant applicability | 35% | |
Debt instrument, term | 54 months | |
Subsequent Events | Senior security revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||
Subsequent Events | ||
Basis spread on variable rate | 5.50% | |
Subsequent Events | Senior security revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||
Subsequent Events | ||
Basis spread on variable rate | 6% | |
Subsequent Events | Senior security revolving credit facility | Base rate | Minimum | ||
Subsequent Events | ||
Basis spread on variable rate | 4.50% | |
Subsequent Events | Senior security revolving credit facility | Base rate | Maximum | ||
Subsequent Events | ||
Basis spread on variable rate | 5% | |
Subsequent Events | Letter of credit | ||
Subsequent Events | ||
Secured revolving credit facility | $ 10 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (2,069) | $ 2,606 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |