The ONE Group Hospitality, Inc. (STKS) 10-Q 6 Aug 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Jul. 31, 2024
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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		31,145,546
Entity Central Index Key	0001399520
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 32,247	$ 21,047
Credit card receivable	10,979	7,234
Restricted cash and cash equivalents	552
Accounts receivable	9,287	10,030
Inventory	9,164	6,184
Other current assets	4,849	1,809
Due from related parties	376	376
Total current assets	67,454	46,680
Operating lease right-of-use assets	271,160	95,075
Property and equipment, net	260,385	139,908
Goodwill	145,162
Intangibles, net	146,193	15,306
Deferred tax assets, net	45,236	14,757
Other assets	8,639	4,636
Security deposits	1,635	883
Total assets	945,864	317,245
Current liabilities:
Accounts payable	26,723	19,089
Accrued expenses	52,474	28,333
Current portion of operating lease liabilities	16,523	6,897
Deferred gift card revenue and other	6,715	2,077
Current portion of long-term debt	3,500	1,500
Other current liabilities	559	266
Total current liabilities	106,494	58,162
Long-term debt, net of current portion, unamortized discount and debt issuance costs	330,861	70,410
Operating lease liabilities, net of current portion	294,171	120,481
Other long-term liabilities	5,116	832
Total liabilities	736,642	249,885
Commitments and contingencies (Note 17)
Mezzanine equity:
Series A preferred stock, $0.0001 par value, 160,000 shares authorized; 160,000 issued and outstanding at June 30, 2024 and 0 issued and outstanding at December 31, 2023	143,481
Stockholders' equity:
Common stock, $0.0001 par value, 75,000,000 shares authorized; 33,765,978 issued and 31,297,200 outstanding at June 30, 2024 and 33,560,428 issued and 31,283,975 outstanding at December 31, 2023	3	3
Preferred stock, other than Series A preferred stock, $0.0001 par value, 9,840,000 shares authorized; no shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively
Treasury stock, at cost, 2,468,778 shares at June 30, 2024 and 2,276,453 shares at December 31, 2023	(15,939)	(15,051)
Additional paid-in capital	71,656	58,270
Retained earnings	15,348	28,884
Accumulated other comprehensive loss	(2,987)	(2,930)
Total stockholders' equity	68,081	69,176
Noncontrolling interests	(2,340)	(1,816)
Total stockholder's equity	65,741	67,360
Total liabilities, Series A preferred stock and stockholders' equity	$ 945,864	$ 317,245

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Temporary equity, par value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	160,000	160,000
Temporary equity, shares issued	160,000	0
Temporary equity, shares outstanding	160,000	0
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	33,765,978	33,560,428
Common stock, shares outstanding	31,297,200	31,283,975
Preferred stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	9,840,000	9,840,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury stock, shares	2,468,778	2,276,453

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues:
Owned restaurant net revenue	$ 169,021	$ 79,923	$ 250,529	$ 158,502
Management, license, franchise and incentive fee revenue	3,473	3,470	6,960	7,447
Total revenues	172,494	83,393	257,489	165,949
Owned operating expenses:
Owned restaurant cost of sales	35,877	19,215	54,591	38,070
Owned restaurant operating expenses	103,192	48,784	152,830	95,611
Total owned operating expenses	139,069	67,999	207,421	133,681
General and administrative (including stock-based compensation of $1,495, $1,234, $2,853 and $2,554 for the three and six months ended June 30, 2024 and 2023, respectively)	10,622	8,039	18,156	15,523
Depreciation and amortization	8,025	3,506	13,285	7,162
Transaction and exit costs	6,826		8,349
Transition and integration expenses	3,794		3,794
Pre-opening expenses	2,504	1,609	5,418	2,908
Other expenses		195	32	352
Total costs and expenses	170,840	81,348	256,455	159,626
Operating income	1,654	2,045	1,034	6,323
Other expenses, net:
Interest expense, net of interest income	7,865	1,642	9,943	3,429
Loss on early debt extinguishment	4,149		4,149
Total other expenses, net	12,014	1,642	14,092	3,429
(Loss) income before provision for income taxes	(10,360)	403	(13,058)	2,894
(Benefit) provision for income taxes	(3,268)	(13)	(3,536)	148
Net (loss) income	(7,092)	416	(9,522)	2,746
Less: comprehensive loss attributable to noncontrolling interest	(163)	(152)	(524)	(428)
Net (loss) income attributable to The ONE Group Hospitality, Inc.	(6,929)	568	(8,998)	3,174
Series A Preferred Stock paid-in-kind dividend and accretion	(4,538)		(4,538)
Net (loss) income available to common stockholders	$ (11,467)	$ 568	$ (13,536)	$ 3,174
Net (loss) income per common share:
Net (loss) income per common share Basic (in dollars per share)	$ (0.36)	$ 0.02	$ (0.43)	$ 0.10
Net (loss) income per common share Diluted (in dollars per share)	$ (0.36)	$ 0.02	$ (0.43)	$ 0.10
Weighted average common shares outstanding: Basic (in shares)	31,424,938	31,782,783	31,376,951	31,730,299
Weighted average common shares outstanding: Diluted (in shares)	31,424,938	32,673,457	31,376,951	32,779,821

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Stock-based compensation	$ 1,495	$ 1,234	$ 2,853	$ 2,554

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Net (loss) income	$ (7,092)	$ 416	$ (9,522)	$ 2,746
Currency translation gain (loss), net of tax	11	52	(57)	(18)
Comprehensive (loss) income	(7,081)	468	(9,579)	2,728
Less: comprehensive loss attributable to noncontrolling interest	(163)	(152)	(524)	(428)
Comprehensive (loss) income attributable to The ONE Group Hospitality, Inc.	(6,918)	620	(9,055)	3,156
Series A Preferred Stock paid-in-kind dividend and accretion	(4,538)		(4,538)
Comprehensive (loss) income attributable to common stockholders	$ (11,456)	$ 620	$ (13,593)	$ 3,156

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND SERIES A PREFERRED STOCK - USD ($) $ in Thousands	Stockholders' equity	Common stock	Treasury stock	Additional paid-in capital	Retained Earnings	Accumulated other comprehensive loss	Noncontrolling interests	Series A Preferred Stock	Total
Balance at Dec. 31, 2022	$ 69,714	$ 3	$ (7,169)	$ 55,583	$ 24,166	$ (2,869)	$ (1,124)		$ 68,590
Balance (in shares) at Dec. 31, 2022		31,735,423
Stockholders' Equity
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)
Gain on foreign currency translation, net	(70)					(70)			(70)
Net income (loss)	2,606				2,606		(276)		2,330
Balance at Mar. 31, 2023	71,403	$ 3	(7,904)	55,471	26,772	(2,939)	(1,400)		70,003
Balance (in shares) at Mar. 31, 2023		31,881,079
Balance at Dec. 31, 2022	69,714	$ 3	(7,169)	55,583	24,166	(2,869)	(1,124)		68,590
Balance (in shares) at Dec. 31, 2022		31,735,423
Stockholders' Equity
Gain on foreign currency translation, net									(18)
Net income (loss)									2,746
Balance at Jun. 30, 2023	69,695	$ 3	(11,322)	56,561	27,340	(2,887)	(1,552)		68,143
Balance (in shares) at Jun. 30, 2023		31,622,234
Balance at Mar. 31, 2023	71,403	$ 3	(7,904)	55,471	26,772	(2,939)	(1,400)		70,003
Balance (in shares) at Mar. 31, 2023		31,881,079
Stockholders' Equity
Stock-based compensation	1,234			1,234					1,234
Stock-based compensation, (in shares)		17,930
Exercise of stock options	226			226					226
Exercise of stock options (in shares)		135,500
Issuance of vested restricted shares, net of tax withholding	(370)			(370)					(370)
Issuance of vested restricted shares, net of tax withholding (in shares)		66,717
Purchase of treasury stock	(3,418)		(3,418)						(3,418)
Purchase of treasury stock (in shares)		(478,992)
Gain on foreign currency translation, net	52					52			52
Net income (loss)	568				568		(152)		416
Balance at Jun. 30, 2023	69,695	$ 3	(11,322)	56,561	27,340	(2,887)	(1,552)		68,143
Balance (in shares) at Jun. 30, 2023		31,622,234
Balance at Dec. 31, 2023	69,176	$ 3	(15,051)	58,270	28,884	(2,930)	(1,816)		67,360
Balance (in shares) at Dec. 31, 2023		31,283,975
Stockholders' Equity
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
Gain on foreign currency translation, net	(68)					(68)			(68)
Net income (loss)	(2,069)				(2,069)		(361)		(2,430)
Balance at Mar. 31, 2024	68,273	$ 3	(15,051)	59,504	26,815	(2,998)	(2,177)		$ 66,096
Balance (in shares) at Mar. 31, 2024		31,308,496
Series A preferred stock, beginning balance (Shares) at Dec. 31, 2023									0
Balance at Dec. 31, 2023	69,176	$ 3	(15,051)	58,270	28,884	(2,930)	(1,816)		$ 67,360
Balance (in shares) at Dec. 31, 2023		31,283,975
Stockholders' Equity
Exercise of stock options (in shares)									50,000
Gain on foreign currency translation, net									$ (57)
Net income (loss)									(9,522)
Series A Preferred Stock paid-in-kind dividend and accretion								$ (4,500)	(4,538)
Balance at Jun. 30, 2024	68,081	$ 3	(15,939)	71,656	15,348	(2,987)	(2,340)		$ 65,741
Balance (in shares) at Jun. 30, 2024		31,297,200
Series A preferred stock, beginning balance (Shares) at Dec. 31, 2023									0
Series A preferred stock, ending balance (Amount) at Jun. 30, 2024								$ 143,481	$ 143,481
Series A preferred stock, ending balance (Shares) at Jun. 30, 2024								160,000	160,000
Balance at Mar. 31, 2024	68,273	$ 3	(15,051)	59,504	26,815	(2,998)	(2,177)		$ 66,096
Balance (in shares) at Mar. 31, 2024		31,308,496
Stockholders' Equity
Stock-based compensation	1,495			1,495					1,495
Stock-based compensation, (in shares)		22,905
Exercise of stock options and warrants	242			242					242
Exercise of stock options and warrants (in shares)		50,000
Issuance of vested restricted shares, net of tax withholding	(356)			(356)					(356)
Issuance of vested restricted shares, net of tax withholding (in shares)		108,124
Issuance of warrants	10,771			10,771					10,771
Purchase of treasury stock	(888)		(888)						(888)
Purchase of treasury stock (in shares)		(192,325)
Gain on foreign currency translation, net	11					11			11
Net income (loss)	(6,929)				(6,929)		(163)		(7,092)
Series A Preferred Stock paid-in-kind dividend and accretion	(4,538)				(4,538)			$ (4,500)	(4,538)
Balance at Jun. 30, 2024	$ 68,081	$ 3	$ (15,939)	$ 71,656	$ 15,348	$ (2,987)	$ (2,340)		65,741
Balance (in shares) at Jun. 30, 2024		31,297,200
Temporary Equity
Series A Preferred Stock issuance								$ 138,943
Series A Preferred Stock issuance ( in shares)								160,000
Series A Preferred Stock paid-in-kind dividend and accretion								$ 4,538
Series A preferred stock, ending balance (Amount) at Jun. 30, 2024								$ 143,481	$ 143,481
Series A preferred stock, ending balance (Shares) at Jun. 30, 2024								160,000	160,000

CONDENSED CONSOLIDATED STATEM_5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities:
Net (loss) income	$ (9,522)	$ 2,746
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,285	7,162
Non-cash exit costs	321
Stock-based compensation	2,853	2,554
Amortization of debt issuance costs and debt original issuance discounts	806	372
Deferred taxes	(3,671)	12
Non-cash loss on early debt extinguishment	1,674
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	2,623	5,722
Inventory	1,425	(37)
Other current assets	2,300	(253)
Security deposits	(35)	3
Other assets	(2,397)	(257)
Accounts payable	891	(922)
Accrued expenses	(4,007)	(4,943)
Operating lease liabilities and right-of-use assets	466	1,735
Other liabilities	(458)	(758)
Net cash provided by operating activities	6,554	13,136
Investing activities:
Purchase of property and equipment	(34,941)	(23,896)
Acquisition related payments, net of cash acquired	(368,605)
Net cash used in investing activities	(403,546)	(23,896)
Financing activities:
Borrowings of long-term debt	333,829
Repayments of long-term debt and financing lease liabilities	(73,612)	(435)
Issuance of Series A preferred stock net of discount	138,943
Issuance of warrants to Series A preferred stockholders	10,771
Exercise of stock options	242	226
Tax-withholding obligation on stock-based compensation	(480)	(1,802)
Purchase of treasury stock	(888)	(4,153)
Net cash provided by (used in) financing activities	408,805	(6,164)
Effect of exchange rate changes on cash	(61)	(19)
Net change in cash and cash equivalents and restricted cash and cash equivalents	11,752	(16,943)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period	21,047	55,121
Cash and cash equivalents and restricted cash and cash equivalents, end of period	32,799	38,178
Supplemental disclosure of cash flow data:
Interest paid, net of capitalized interest	4,572	4,055
Income taxes paid	413	312
Accrued purchases of property and equipment	10,768	$ 5,602
Series A Preferred Stock paid-in-kind dividend and accretion	$ 4,538

CONDENSED CONSOLIDATED STATEM_6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	Jun. 30, 2024 USD ($)
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents	$ 32,247
Restricted cash and cash equivalents	552
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the statement of cash flows	$ 32,799

Summary of Business and Signifi

Summary of Business and Significant Accounting Policies	6 Months Ended
	Jun. 30, 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 June 30, 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, Benihana, the nation’s leading operator of Japanese teppanyaki restaurants, Kona Grill, a polished casual bar-centric grill concept featuring American favorites, award-winning sushi, and specialty cocktails in a polished casual atmosphere, and RA Sushi, a Japanese cuisine concept that offers a fun-filled, bar-forward, upbeat, and vibrant dining atmosphere. On May 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. from Safflower Holdings LLC (the “Benihana 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. Refer to Note 2 – Benihana Acquisition for additional information. ​ As of June 30, 2024, the Company owned, operated, managed, or licensed 167 venues, including 28 STKs, 86 Benihanas, 26 Kona Grills and 19 RA Sushis in major metropolitan cities in North America, Europe, Latin America 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, licensed or franchised, the Company generates management fees and franchise 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 United States (“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. Prior Period Reclassifications Certain reclassifications of the condensed consolidated balance sheet as of December 31, 2023 have been made to conform to current year presentation. The Company has reclassified credit card receivables of $7.2 million to be presented within credit card receivables from accounts receivable. Certain reclassifications were also made to conform the prior period segment reporting to the current year segment presentation. Refer to Note 15 – Segment Reporting for additional information regarding the Company’s reportable operating segments. ​ ​ ​ Significant Accounting Policies Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for the Company’s significant accounting policies. The following represents changes in accounting policies during 2024, primarily attributable to the evaluation of accounting policies in conjunction with the Benihana acquisition discussed below: Restricted cash and cash equivalents. Goodwill. st 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.

Benihana Acquisition

Benihana Acquisition	6 Months Ended
	Jun. 30, 2024
Benihana Acquisition
Benihana Acquisition	Note 2 – Benihana Acquisition On May 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. and its affiliates comprising of 93 company owned restaurants and 12 franchised restaurants (the “Benihana Acquisition”). The Company purchased the equity for a contractual price of $365.0 million, subject to customary adjustments. The Company believes that Benihana is complementary to its existing brands and will enable the Company to capture market share in the Vibe Dining segment. ​ The assets and liabilities of Benihana were recorded at their respective fair values as of the date of acquisition. The Company is in the process of finalizing the fair value of certain assets and liabilities acquired, including property and equipment, intangible assets, operating lease right-of-use assets, operating lease liabilities and income tax assets and liabilities. The fair values set forth below are based on preliminary estimates and are subject to change as additional information is obtained during the measurement period which is up to one year from acquisition date (amounts in thousands). ​ ​ ​ ​ ​ Preliminary purchase consideration: ​ ​ Contractual purchase price ​ $ 365,000 Cash and cash equivalents, restricted cash and cash equivalents and credit card receivable ​ ​ 25,224 Working capital adjustment ​ ​ (82) Cash consideration paid ​ ​ 390,142 ​ ​ ​ ​ Net assets acquired: ​ ​ ​ Cash and cash equivalents ​ $ 20,986 Restricted cash and cash equivalents ​ ​ 551 Credit card receivable ​ ​ 3,687 Inventory ​ ​ 4,405 Other current assets ​ ​ 7,315 Property and equipment ​ 103,015 Operating lease right-of-use assets ​ 181,144 Deferred tax assets, net ​ ​ 26,808 Intangible assets ​ 130,900 Other assets ​ 2,898 Accounts payable ​ (9,851) Accrued expenses ​ ​ (29,228) Other current liabilities ​ (5,337) Operating lease liabilities ​ (187,909) Other long-term liabilities ​ ​ (4,404) Total net assets acquired ​ ​ 244,980 Goodwill ​ $ 145,162 ​ The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill. The portion of the purchase price attributable to goodwill represents benefits expected because of the acquisition, including sales and unit growth opportunities in addition to supply-chain and support-cost synergies. The Benihana and RA Sushi tradenames have an indefinite life based on the expected use of the asset and the regulatory and economic environment within which it is being used. The tradenames represent highly respected brands with positive connotations, and the Company intends to cultivate and protect the use of the brands. Goodwill and indefinite-lived tradenames are not amortized but are reviewed annually for impairment or more frequently if indicators of impairment exist. ​ As a result of the Benihana Acquisition, the Company incurred approximately $6.5 million and $7.8 million of transaction costs, respectively, during the three and six months ended June 30, 2024, which are included in transaction and exit costs in the consolidated statements of operations. The Company incurred $3.8 million for transition and related integration efforts in the three and six months ended June 30, 2024. ​ The following pro forma results of operations for the three and six months ended June 30, 2024 and 2023 give effect to the Benihana Acquisition as if it had occurred on January 1, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the six months ended June 30, ​ 2024 2023 2024 2023 Total Revenues (1) ​ $ 212,794 ​ $ 217,260 ​ $ 431,026 ​ $ 434,649 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income as reported ​ $ (10,535) ​ $ 3,293 ​ $ 39,880 ​ $ 8,577 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transaction and exit costs ​ ​ 11,236 ​ ​ — ​ ​ 13,639 ​ ​ (13,639) Transition and integration costs ​ ​ 3,794 ​ ​ — ​ ​ 3,794 ​ ​ (3,794) Loss on early debt extinguishment ​ ​ 4,149 ​ ​ — ​ ​ 4,149 ​ ​ (4,149) Purchase price accounting adjustments (2) ​ ​ 67 ​ ​ 171 ​ ​ 9,744 ​ ​ 463 Change in interest expense ​ ​ 387 ​ ​ 463 ​ ​ 891 ​ ​ 1,170 Pro forma net income (loss) before income taxes ​ ​ 9,098 ​ ​ 3,927 ​ ​ 72,097 ​ ​ (11,372) Income tax effect of adjustments ​ ​ (1,473) ​ ​ (48) ​ ​ (2,416) ​ ​ 1,496 Change in valuation allowance ​ ​ — ​ ​ — ​ ​ (59,925) ​ ​ — Pro forma net income (loss) ​ $ 7,625 ​ $ 3,879 ​ $ 9,756 ​ $ (9,876) (1) $3.6 million of the year-over-year change in revenue occurred at Benihana and RA during April 2024, before the acquisition (2) Purchase price accounting adjustments include the elimination of Benihana's impairment charges and changes to depreciation The above pro forma information includes the below post-acquisition results of the Benihana Acquisition (in thousands): ​ ​ ​ ​ ​ Revenue ​ $ 89,137 ​ ​ ​ ​ Operating Income ​ $ 14,875 Adjustments: ​ ​ ​ General and administrative (1) ​ ​ (2,597) Transaction and exit costs ​ ​ (6,826) Transition and integration costs ​ ​ (3,794) Adjusted Operating Income ​ ​ 1,658 Interest expense ​ ​ (5,787) Loss on early debt extinguishment ​ ​ (4,149) Loss before provision for income taxes ​ ​ (8,278) Benefit for income taxes ​ ​ 2,243 Net loss ​ $ (6,035) (1) Reflects only direct general and administrative costs ​ The most significant adjustments included in the pro forma financial information are the elimination of the release of Benihana’s valuation allowance, elimination of Benihana’s impairment charges, movement of transaction, transition, integration and debt extinguishment costs, and increased interest expense associated with debt incurred to fund the Benihana Acquisition, all giving effect as if the acquisition had occurred on January 1, 2023. ​ In the opinion of the Company’s management, the unaudited pro forma financial information includes all significant necessary adjustments that can be factually supported to reflect the effects of the Benihana Acquisition and related transactions. The unaudited pro forma financial information is provided for informational purposes only and are not necessarily indicative of what our actual results of operations would have been had the Benihana Acquisition and related transactions been completed as of January 1, 2023 or that may be achieved in the future. ​ ​

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Jun. 30, 2024
Property and Equipment, Net
Property and Equipment, Net	Note 3 – Property and Equipment, Net Property and equipment, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Furniture, fixtures and equipment ​ $ 82,908 ​ $ 49,753 Leasehold improvements ​ 202,609 ​ 130,136 Less: accumulated depreciation ​ (69,898) ​ (60,128) Subtotal ​ 215,619 ​ 119,761 Construction in progress ​ 40,222 ​ 17,044 Restaurant smallwares ​ 4,544 ​ 3,103 Total ​ $ 260,385 ​ $ 139,908 ​ Depreciation related to property and equipment was $7.7 million and $3.4 million for the three months ended June 30, 2024 and 2023, respectively, and $13.0 million and $7.0 million for the six months ended June 30, 2024 and 2023, respectively. The Company depreciates construction in progress upon such assets being placed into service.

Intangibles, Net

Intangibles, Net	6 Months Ended
	Jun. 30, 2024
Intangibles, Net
Intangibles, Net	Note 4 – Intangibles, Net Intangibles, net consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2024 2023 Indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ Tradenames ​ $ 147,400 ​ $ 17,400 Finite-lived intangible assets ​ ​ ​ ​ ​ ​ Franchise agreements ​ ​ 900 ​ ​ — Other finite-lived intangible assets ​ ​ 101 ​ ​ 101 Total finite-lived intangible assets ​ ​ 1,001 ​ ​ 101 Less: accumulated amortization ​ (2,208) ​ (2,195) Total intangibles, net ​ $ 146,193 ​ $ 15,306 ​ Finite-lived intangible assets are amortized using the straight-line method over their estimated useful life of 10-15 years. Amortization expense was nominal for the three and six months ended June 30, 2024 and 2023. The Company’s estimated aggregate amortization expense for each of the five succeeding fiscal years is less than $0.1 million annually.

Accrued Expenses

Accrued Expenses	6 Months Ended
	Jun. 30, 2024
Accrued Expenses
Accrued Expenses	Note 5 – Accrued Expenses Accrued expenses consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Payroll and related ​ $ 12,924 $ 5,655 Interest ​ ​ 7,179 ​ ​ 2,396 VAT and sales taxes ​ ​ 5,480 ​ 4,238 New restaurant construction ​ 4,965 ​ ​ 6,318 Amounts due to landlords ​ ​ 4,782 ​ 2,753 Legal, professional and other services ​ 3,830 ​ 1,364 Insurance ​ 1,412 ​ ​ 545 Income taxes and related ​ ​ — ​ ​ 30 Other (1) ​ 11,902 ​ 5,034 Total ​ $ 52,474 ​ $ 28,333 (1) Amount primarily relates to recurring restaurant operating expenses.

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2024
Long-Term Debt
Long-Term Debt	​ Note 6 – Long-Term Debt ​ Long-term debt consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Term loan agreements ​ $ 350,000 ​ $ 23,750 Revolving credit facility ​ ​ — ​ ​ — Delayed draw term facility ​ — ​ 49,750 Total long-term debt ​ 350,000 ​ 73,500 Less: current portion of long-term debt ​ (3,500) ​ (1,500) Less: debt issuance costs ​ (595) ​ (1,590) Less: debt original issuance discount ​ (15,044) ​ — Total long-term debt, net of current portion ​ $ 330,861 ​ $ 70,410 ​ Interest expense, net for the Company’s debt arrangements, excluding the amortization of debt issuance costs, debt original issuance discount and fees, was $7.3 million and $1.8 million for the three months ended June 30, 2024 and 2023, respectively, and $9.3 million and $3.8 million for the six months ended June 30, 2024 and 2023, respectively. Capitalized interest was $0.6 million and $0.9 million for the three and six months ended June 30, 2024, respectively. Capitalized interest was $0.4 and $0.6 million for the three and six months ended June 30, 2023, respectively. As of June 30, 2024, the Company had $6.2 million in standby letters of credit outstanding for certain restaurants and $33.8 million available in its revolving credit facility, subject to certain conditions. Credit and Guarantee Agreement In connection with the Benihana Acquisition, on May 1, 2024, the Company entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., HPS Investment Partners, LLC and HG Vora Capital Management, LLC (collectively, the “Lenders”). The Credit 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 and remains 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 November 1, 2028. The Company’s weighted average interest rate on the borrowings under the Credit and Guarantee Agreement as of June 30, 2024 was 11.82%. As of June 30, 2024, the Company had $0.5 million of debt issuance costs and $16.8 million of debt original issuance discount related to the Credit Agreement, which were capitalized and are recorded as a direct deduction to long-term debt and less than $0.1 million in debt issuance costs and $1.7 million of debit original issuance discount recorded in Other Assets on the condensed consolidated balance sheets. ​ Debt Extinguishment ​ On October 4, 2019, the Company entered into the credit agreement with Goldman Sachs, which was replaced with the Credit Agreement described above on May 1, 2024. The Goldman Sachs credit agreement provided for a secured revolving credit facility of $12.0 million, a $25.0 million term loan and a $50.0 million delayed draw term loan. On May 1, 2024, the outstanding loan balance was repaid and the unamortized debt issuance costs of $1.7 million and fees incurred of $2.4 million were recognized as a loss on early debt extinguishment on the condensed consolidated statements of operations.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2024
Fair Value of Financial Instruments
Fair Value of Financial Instruments	Note 7 – Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued expenses are carried at cost, which approximates fair value. Long-lived assets are measured and disclosed at fair value on a nonrecurring basis if an impairment is identified. There were no long-lived assets measured at fair value as of June 30, 2024. The Company’s long-term debt, including the current portion, is carried at cost on the condensed consolidated balance sheets. 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	6 Months Ended
	Jun. 30, 2024
Income Taxes
Income Taxes	Note 8 – Income Taxes For the six months ended June 30, 2024, the Company has elected to compute its interim tax provision using the actual year-to-date effective tax rate method rather than the estimated annual effective tax rate method as small changes in projected income may produce large variations in the Company’s estimated annual effective tax rate. The Company recorded a benefit for income taxes of $3.5 million for the six months ended June 30, 2024 compared to income tax expense of $0.1 million for the six months ended June 30, 2023. ​ The Company’s actual year-to-date effective income tax rate was 27.1% for the six months ended June 30, 2024 compared to 5.1% for the six months ended June 30, 2023 under the estimated annual effective tax rate method. The Company’s 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; (iv) transaction costs associated with the Benihana Acquisition; and (v) the tax effect of non-deductible compensation. The income tax (benefit) provision recorded for the six months ended June 30, 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 June 30, 2024.

Revenue Recognition

Revenue Recognition	6 Months Ended
	Jun. 30, 2024
Revenue from Contracts with Customers
Revenue Recognition	Note 9 – 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2024 ​ 2023 Deferred license revenue (1) ​ $ 195 ​ $ 218 Deferred gift card and gift certificate revenue (2) ​ $ 6,076 ​ $ 1,716 Advanced party deposits (2) ​ $ 639 ​ $ 361 Konavore rewards program (3) ​ $ 187 ​ $ 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): ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ 2024 ​ 2023 Revenue recognized from deferred license revenue ​ $ 23 ​ $ 40 Revenue recognized from deferred gift card revenue ​ $ 895 ​ $ 917 Revenue recognized from advanced party deposits ​ $ 361 ​ $ 278 ​ The estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as of June 30, 2024 were as follows for each year ending (in thousands): ​ ​ ​ ​ ​ 2024, six months remaining $ 21 2025 ​ 44 2026 ​ 37 2027 ​ 34 2028 ​ 34 Thereafter ​ 25 Total future estimated deferred license revenue ​ $ 195 ​

Leases

Leases	6 Months Ended
	Jun. 30, 2024
Leases
Leases	Note 10 – Leases The components of lease expense for the six months ended June 30, 2024 and 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ 2024 2023 Lease cost ​ ​ ​ ​ ​ ​ ​ Operating lease cost $ 13,135 $ 7,943 ​ Finance lease cost ​ ​ ​ ​ ​ ​ ​ Amortization of ROU assets ​ ​ 108 ​ ​ 102 ​ Interest on lease liabilities ​ ​ 36 ​ ​ 41 ​ Total finance lease cost ​ ​ 144 ​ ​ 143 ​ Variable lease cost (1) ​ ​ 7,561 ​ ​ 5,781 ​ Short-term lease cost ​ ​ 922 ​ ​ 488 ​ Total lease cost $ 21,762 $ 14,355 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 13 years ​ ​ 13 years ​ Finance leases ​ ​ 3 years ​ ​ 4.3 years ​ Weighted average discount rate ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 10.30 % ​ 8.53 % Finance leases ​ ​ 9.17 % ​ 9.00 % (1) Variable lease cost is comprised of percentage rent and common area maintenance. ​ ​ Supplemental cash flow information related to leases for the period was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2024 ​ 2023 Finance lease right-of-use assets (1) ​ $ 713 ​ $ 850 Current portion of finance lease liabilities (1) ​ 263 ​ 222 Long-term portion of finance lease liabilities (1) ​ ​ 559 ​ ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ ​ 2024 ​ 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 12,738 ​ $ 7,090 Operating cash flows from finance leases ​ $ 108 ​ $ 102 Financing cash flows from finance leases ​ $ 112 ​ $ 185 Right-of-use assets obtained in exchange for lease obligations: ​ ​ ​ ​ ​ ​ Operating leases ​ $ 3,081 ​ $ 8,034 Finance leases $ — ​ $ 43 ​ The Company has entered into five operating leases for future restaurants that have not commenced as of June 30, 2024. The present value of the aggregate future commitment related to these leases, net of tenant improvement allowances received from the landlord, is estimated to be $7.2 million. The Company expects these leases, which have initial lease terms of 10 to 15 years and two or three 5-year ​ As of June 30, 2024, maturities of the Company’s operating lease liabilities are as follows (in thousands): ​ ​ ​ ​ ​ 2024, six months remaining ​ $ 14,736 2025 ​ ​ 44,545 2026 ​ ​ 45,429 2027 ​ ​ 46,089 2028 ​ ​ 45,484 Thereafter ​ ​ 418,991 Total lease payments ​ ​ 615,274 Less: imputed interest ​ ​ (304,580) Present value of operating lease liabilities $ 310,694 ​ ​ As of June 30, 2024, maturities of the Company’s finance lease liabilities are as follows (in thousands): ​ ​ ​ ​ ​ 2024, six months remaining ​ $ 215 2025 ​ ​ 257 2026 ​ ​ 257 2027 ​ ​ 214 Total lease payments ​ ​ 943 Less: imputed interest ​ ​ (121) Present value of finance lease liabilities $ 822 ​

Earnings Per Share

Earnings Per Share	6 Months Ended
	Jun. 30, 2024
Earnings Per Share
Earnings Per Share	Note 11 – 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. The two-class method for ocmputing earnings per share will be utilized when applicable. For the three and six months ended June 30, 2024 and 2023, net (loss) income per share was calculated as follows (in thousands, except net income per share and related share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ Six months ended June 30, ​ 2024 2023 2024 2023 Net (loss) income attributable to The ONE Group Hospitality, Inc. ​ $ (6,929) ​ $ 568 ​ $ (8,998) ​ $ 3,174 Series A Preferred Stock paid-in-kind dividend and accretion ​ ​ (4,538) ​ ​ — ​ ​ (4,538) ​ ​ — Net (loss) income available to common stockholders ​ ​ (11,467) ​ ​ 568 ​ ​ (13,536) ​ ​ 3,174 ​ ​ ​ ​ ​ ​ Basic weighted average shares outstanding ​ 31,424,938 ​ 31,782,783 ​ 31,376,951 ​ 31,730,299 Dilutive effect of stock options, warrants and restricted share units ​ — ​ 890,674 ​ — ​ 1,049,522 Diluted weighted average shares outstanding ​ 31,424,938 ​ 32,673,457 ​ 31,376,951 ​ 32,779,821 ​ ​ ​ ​ ​ Basic net (loss) income per common share ​ $ (0.36) ​ $ 0.02 ​ $ (0.43) ​ $ 0.10 Diluted net (loss) income per common share ​ $ (0.36) ​ $ 0.02 ​ $ (0.43) ​ $ 0.10 ​ For the three months ended June 30, 2024 and 2023, 2.6 million and a nominal amount, respectively, of stock options, warrants and restricted share units were determined to be anti-dilutive and were therefore excluded from the calculation of diluted earnings per share. For the six months ended June 30, 2024 and 2023, 1.9 million and a nominal amount of stock options, warrants and restricted share units were anti-dilutive.

Series A Preferred Stock

Series A Preferred Stock	6 Months Ended
	Jun. 30, 2024
Series A Preferred Stock
Series A Preferred Stock	Note 12 – Series A Preferred Stock On May 1, 2024, the Company issued 160,000 shares of Series A Preferred Stock for $160.0 million, subject to a 5% original issuance discount. Additionally, the Company recorded an additional discount of $2.3 million for expenses paid to the holders of the Series A Preferred Stock in connection with the issuance of the Series A Preferred Stock. ​ The Series A Preferred Stock is non-voting and non-convertible; has compounding dividends that begin at a rate of 13.0% per annum and increase over time at specified intervals; is 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 Series A Preferred Stock of an option to deliver written notice to the Company to require redemption, in each case, for specified prices; and gives certain consent rights for the holders of a majority of the outstanding shares of Series A Preferred Stock for specified matters. ​ The Company records the paid-in-kind dividend and accretion of the Series A Preferred Stock using the effective interest method based on a future redemption value of $247.4 million payable in 2027, the earliest date at which the Company can redeem the Series A Preferred Stock. During the three and six months ended June 30, 2024, the Company recorded paid-in-kind dividends and accretion of the Series A Preferred Stock of $4.5 million. ​ Redemption Rights ​ On and after May 1, 2029, holders of the Series A Preferred Stock have the right to require redemption of all or any part of the Series A Preferred Stock for an amount equal to the liquidation preference after the fifth anniversary, upon an acceleration of material indebtedness or upon a change-of-control. However, at any time between the third and fourth anniversary of the issuance date, the Company may repurchase all or some of the preferred stock for 102.5% of the liquidation preference. At any time after the fourth anniversary, the Company may repurchase all of some of the preferred stock for 100% of the liquidation preference. ​ Since the redemption of the Series A Preferred Stock is contingently redeemable and therefore not certain to occur, the Series A Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A Preferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, the Series A Preferred Stock is classified separately from stockholders’ equity in the condensed consolidated balance sheets. ​

Stockholder's Equity

Stockholder's Equity	6 Months Ended
	Jun. 30, 2024
Stockholder's Equity
Stockholder's Equity	Note 13 – Stockholder’s Equity Preferred Stock The Company is authorized to issue 9,840,000 shares of preferred stock with a par value of $0.0001. There were no shares of preferred stock that were issued or outstanding at June 30, 2024 or December 31, 2023. ​ Common Stock The issuance of a dividend is dependent on a variety of factors, including but not limited to, available cash and the overall financial condition of the Company. The issuance of a dividend is also subject to legal restrictions and the terms of the Company’s credit agreement. The Company did not issue dividends related to its common stock in the years ended June 30, 2024 and 2023, respectively. ​ Stock Purchase Program ​ The Company’s Board of Directors authorized a repurchase program of up to ​

Stock-Based Compensation and Wa

Stock-Based Compensation and Warrants	6 Months Ended
	Jun. 30, 2024
Stock-Based Compensation and Warrants
Stock-Based Compensation and Warrants	Note 14 – Stock-Based Compensation and Warrants Stock-Based Compensation ​ As of June 30, 2024, the Company had 3,093,237 shares available for issuance under the Equity Incentive Plan. Stock-based compensation cost was $1.5 million and $1.2 million for the three months ended June 30, 2024 and 2023, respectively, and $2.9 million and $2.6 million for the six months ended June 30, 2024 and 2023, 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 was $0.2 million and $0.3 million of stock granted to directors for the three and six months ended June 30, 2024 compared to $0.1 million and $0.3 million for the three and six months ended June 30, 2023, respectively. Such grants were awarded consistent with the Board of Director’s compensation practices. Stock-based compensation for the three and six months ended June 30, 2024 included $0.2 million and $0.4 million, respectively, of compensation costs for performance stock units that contain both a market condition and time element (“PSUs”) compared to $0.2 million and $0.4 million for the three and six months ended June 30, 2023. Stock Option Activity Stock options in the table below include both time-based and market condition-based awards. Changes in stock options during the six months ended June 30, 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 260,420 ​ ​ 5.73 ​ Exercised (50,000) ​ ​ 4.85 ​ Cancelled, expired or forfeited (5,000) ​ ​ 4.85 ​ ​ Outstanding at June 30, 2024 879,362 ​ $ 3.20 5.00 years ​ $ 1,342 ​ Stock options granted during the six months ended June 30, 2024 were valued using the Black-Scholes method and included the following assumptions: a) expected term of 5.5 years, b) risk-free rate of 4.4% and c) volatility of 71.3%. The Company recognized $0.2 million in compensation costs for stock options during the three and six months ended June 30, 2024. As of June 30, 2024, the Company had $0.7 million of unrecognized compensation costs related to 260,420 unvested stock options, which will be recognized over a weighted average period of 0.8 years. There were no unvested stock options as of December 31, 2023. Restricted Stock Unit Activity The Company issues restricted stock units (“RSUs”) under the 2019 Equity Plan. RSUs in the table below include both time-based and market condition-based awards. The fair value of time-based RSUs is determined based upon the closing market value of the Company’s common stock on the grant date. A summary of the status of RSUs and changes during the six months ended June 30, 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average ​ Shares grant date fair value Non-vested RSUs at December 31, 2023 1,020,556 ​ $ 8.08 Granted 238,368 ​ 5.75 Vested (260,470) ​ 7.21 Cancelled, expired or forfeited (30,024) ​ 7.66 Non-vested RSUs at June 30, 2024 968,430 ​ $ 7.75 ​ As of June 30, 2024, the Company had approximately $5.6 million of unrecognized compensation costs related to RSUs, which will be recognized over a weighted average period of 1.9 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 six months ended June 30, 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average ​ Shares grant date fair value Non-vested PSUs at December 31, 2023 375,000 ​ $ 5.89 Granted 98,166 ​ 4.65 Vested — ​ — Cancelled, expired or forfeited — ​ — Non-vested PSUs at June 30, 2024 473,166 ​ $ 5.63 ​ As of June 30, 2024, the Company has approximately $1.6 million of unrecognized compensation costs related to PSUs, which will be recognized over a weighted average period of 2.2 years. Warrants In connection with the Benihana Acquisition, on May 1, 2024, the Company issued both market and penny warrants to the following holders of the Series A Preferred Stock. The holders of the penny warrants are entitled to receive any dividends issued to common stockholders. The Company has the following warrants to purchase shares of common stock outstanding as of June 30, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants ​ Exercise ​ Shares available for purchase as of June 30, Issuance date ​ Holder of warrants ​ Expiration date ​ Issued ​ Price ​ 2024 ​ 2023 May 1, 2024 ​ HPC III Kaizen LP ​ May 1, 2029 ​ 1,000,000 ​ $ 10.00 ​ 1,000,000 ​ — May 1, 2024 ​ HPS and affiliates ​ May 1, 2029 ​ 66,667 ​ $ 10.00 ​ 66,667 ​ — May 1, 2024 ​ HPC III Kaizen LP ​ May 1, 2034 ​ 1,786,582 ​ $ 0.01 ​ 1,786,582 ​ — May 1, 2024 ​ HPS and affiliates ​ May 1, 2034 ​ 119,105 ​ $ 0.01 ​ 119,105 ​ — ​ During the three months ended June 30, 2023, warrants to purchase 125,000 shares of common stock at an exercise price of $1.63 per share were exercised. There were no warrants outstanding as of June 30, 2023.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2024
Segment Reporting
Segment Reporting	Note 15 – Segment Reporting The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), manages the business and allocates resources via a combination of restaurant sales reports and operating segment profit information, defined as revenues less operating expenses. As a result of the Benihana Acquisition, the CODM evaluated the Company’s business and determined that there are five operating segments. The Company has reclassified prior year disclosures to conform with the current year presentation. The Company has identified its reportable operating segments as follows: ● STK . The STK segment consists of the results of operations from STK restaurants and ONE Hospitality restaurant locations, which include Bao Yum and Hideout, as well as management, license and incentive fee revenue generated from the STK brand and ONE Hospitality restaurants which include, Heliot, Rado, Rivershore Bar & Grill and F&B hospitality management agreements, and pre-opening expenses associated with new restaurants under development. ● Benihana. The Benihana segment consists of the results of operations from Benihana restaurant locations, as well as franchise revenue from the Benihana brand and pre-opening expenses associated with new restaurants under development. ● Kona Grill . The Kona Grill segment consists of the results of operations of Kona Grill restaurant locations and pre-opening expenses associated with new restaurants under development. ● RA Sushi. The RA Sushi segment consists of the results of operations from RA Sushi restaurant locations and pre-opening expenses associated with new restaurants under development. ● Corporate . The Corporate segment consists of the following: general and administrative costs, stock-based compensation, lease termination expenses, transaction costs, COVID-19 related expenses and other income and expenses. This segment also includes STK Meat Market, an e-commerce platform that offers signature steak cuts nationwide, the Company’s major off-site events group, which supports all brands and venue concepts, and revenue generated from gift card programs. The Corporate segment’s total assets primarily include cash and cash equivalents, tradenames, goodwill and deferred tax assets. ​ ​ Certain financial information relating to the three and six months ended June 30, 2024 and 2023 for each segment is provided below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ STK Benihana Kona Grill RA Sushi Corporate Total For the three months ended June 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues $ 52,651 ​ ​ 78,444 ​ ​ 30,609 ​ ​ 10,693 ​ ​ 97 ​ ​ 172,494 Operating income (loss) ​ $ 7,071 ​ ​ 14,718 ​ ​ 763 ​ ​ 157 ​ ​ (21,055) ​ ​ 1,654 Capital asset additions (1) ​ $ 12,398 ​ ​ 2,407 ​ ​ 3,172 ​ ​ 991 ​ ​ 188 ​ ​ 19,156 For the six months ended June 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues $ 107,402 ​ ​ 78,444 ​ ​ 60,758 ​ ​ 10,693 ​ ​ 192 ​ ​ 257,489 Operating income (loss) ​ $ 15,786 ​ ​ 14,718 ​ ​ 260 ​ ​ 157 ​ ​ (29,887) ​ ​ 1,034 Capital asset additions (1) ​ $ 25,423 ​ ​ 2,407 ​ ​ 5,759 ​ ​ 991 ​ ​ 361 ​ ​ 34,941 As of June 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 155,210 ​ ​ 239,673 ​ ​ 92,637 ​ ​ 44,855 ​ ​ 413,489 ​ ​ 945,864 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ STK Benihana Kona Grill RA Sushi Corporate Total For the three months ended June 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 49,015 ​ ​ — ​ ​ 34,277 ​ ​ — ​ ​ 101 ​ ​ 83,393 Operating income (loss) ​ $ 8,861 ​ ​ — ​ ​ 1,379 ​ ​ — ​ ​ (8,195) ​ ​ 2,045 Capital asset additions (1) ​ $ 6,686 ​ ​ — ​ ​ 4,937 ​ ​ — ​ ​ 422 ​ ​ 12,045 For the six months ended June 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 100,554 ​ ​ — ​ ​ 65,186 ​ ​ — ​ ​ 209 ​ ​ 165,949 Operating income (loss) ​ $ 20,911 ​ ​ — ​ ​ 1,354 ​ ​ — ​ ​ (15,942) ​ ​ 6,323 Capital asset additions ​ $ 10,981 ​ ​ — ​ ​ 11,415 ​ ​ — ​ ​ 1,500 ​ ​ 23,896 As of December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 142,777 ​ ​ — ​ ​ 81,026 ​ ​ — ​ ​ 93,442 ​ ​ 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	6 Months Ended
	Jun. 30, 2024
Geographic Information
Geographic Information	Note 16 – Geographic Information Certain financial information by geographic location is provided below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the six months ended June 30, ​ 2024 2023 2024 2023 Domestic revenues $ 171,430 $ 82,214 $ 255,395 $ 163,673 International revenues ​ 1,064 ​ 1,179 ​ 2,094 ​ 2,276 Total revenues ​ $ 172,494 ​ $ 83,393 ​ $ 257,489 ​ $ 165,949 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Domestic long-lived assets $ 877,346 $ 269,052 International long-lived assets ​ 1,064 ​ 1,513 Total long-lived assets ​ $ 878,410 ​ $ 270,565 ​

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies
Commitments and Contingencies	Note 17 – 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, when necessary, in its 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 consolidated financial position or results of operations. ​ ​ ​

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (6,929)	$ 568	$ (8,998)	$ 3,174

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 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

Summary of Business and Signi_2

Summary of Business and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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 United States (“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.
Prior Period Reclassifications	Prior Period Reclassifications Certain reclassifications of the condensed consolidated balance sheet as of December 31, 2023 have been made to conform to current year presentation. The Company has reclassified credit card receivables of $7.2 million to be presented within credit card receivables from accounts receivable. Certain reclassifications were also made to conform the prior period segment reporting to the current year segment presentation. Refer to Note 15 – Segment Reporting for additional information regarding the Company’s reportable operating segments.
Restricted cash and cash equivalents	Restricted cash and cash equivalents.
Goodwill	Goodwill. st
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.

Benihana Acquisition (Tables)

Benihana Acquisition (Tables)	6 Months Ended
	Jun. 30, 2024
Benihana Acquisition
Schedule of assets and liabilities	The fair values set forth below are based on preliminary estimates and are subject to change as additional information is obtained during the measurement period which is up to one year from acquisition date (amounts in thousands). ​ ​ ​ ​ ​ Preliminary purchase consideration: ​ ​ Contractual purchase price ​ $ 365,000 Cash and cash equivalents, restricted cash and cash equivalents and credit card receivable ​ ​ 25,224 Working capital adjustment ​ ​ (82) Cash consideration paid ​ ​ 390,142 ​ ​ ​ ​ Net assets acquired: ​ ​ ​ Cash and cash equivalents ​ $ 20,986 Restricted cash and cash equivalents ​ ​ 551 Credit card receivable ​ ​ 3,687 Inventory ​ ​ 4,405 Other current assets ​ ​ 7,315 Property and equipment ​ 103,015 Operating lease right-of-use assets ​ 181,144 Deferred tax assets, net ​ ​ 26,808 Intangible assets ​ 130,900 Other assets ​ 2,898 Accounts payable ​ (9,851) Accrued expenses ​ ​ (29,228) Other current liabilities ​ (5,337) Operating lease liabilities ​ (187,909) Other long-term liabilities ​ ​ (4,404) Total net assets acquired ​ ​ 244,980 Goodwill ​ $ 145,162
Schedule of information showing pro forma results of operations	The following pro forma results of operations for the three and six months ended June 30, 2024 and 2023 give effect to the Benihana Acquisition as if it had occurred on January 1, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the six months ended June 30, ​ 2024 2023 2024 2023 Total Revenues (1) ​ $ 212,794 ​ $ 217,260 ​ $ 431,026 ​ $ 434,649 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income as reported ​ $ (10,535) ​ $ 3,293 ​ $ 39,880 ​ $ 8,577 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transaction and exit costs ​ ​ 11,236 ​ ​ — ​ ​ 13,639 ​ ​ (13,639) Transition and integration costs ​ ​ 3,794 ​ ​ — ​ ​ 3,794 ​ ​ (3,794) Loss on early debt extinguishment ​ ​ 4,149 ​ ​ — ​ ​ 4,149 ​ ​ (4,149) Purchase price accounting adjustments (2) ​ ​ 67 ​ ​ 171 ​ ​ 9,744 ​ ​ 463 Change in interest expense ​ ​ 387 ​ ​ 463 ​ ​ 891 ​ ​ 1,170 Pro forma net income (loss) before income taxes ​ ​ 9,098 ​ ​ 3,927 ​ ​ 72,097 ​ ​ (11,372) Income tax effect of adjustments ​ ​ (1,473) ​ ​ (48) ​ ​ (2,416) ​ ​ 1,496 Change in valuation allowance ​ ​ — ​ ​ — ​ ​ (59,925) ​ ​ — Pro forma net income (loss) ​ $ 7,625 ​ $ 3,879 ​ $ 9,756 ​ $ (9,876) (1) $3.6 million of the year-over-year change in revenue occurred at Benihana and RA during April 2024, before the acquisition (2) Purchase price accounting adjustments include the elimination of Benihana's impairment charges and changes to depreciation The above pro forma information includes the below post-acquisition results of the Benihana Acquisition (in thousands): ​ ​ ​ ​ ​ Revenue ​ $ 89,137 ​ ​ ​ ​ Operating Income ​ $ 14,875 Adjustments: ​ ​ ​ General and administrative (1) ​ ​ (2,597) Transaction and exit costs ​ ​ (6,826) Transition and integration costs ​ ​ (3,794) Adjusted Operating Income ​ ​ 1,658 Interest expense ​ ​ (5,787) Loss on early debt extinguishment ​ ​ (4,149) Loss before provision for income taxes ​ ​ (8,278) Benefit for income taxes ​ ​ 2,243 Net loss ​ $ (6,035) (1) Reflects only direct general and administrative costs

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Property and Equipment, Net
Schedule of property and equipment, net	Property and equipment, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Furniture, fixtures and equipment ​ $ 82,908 ​ $ 49,753 Leasehold improvements ​ 202,609 ​ 130,136 Less: accumulated depreciation ​ (69,898) ​ (60,128) Subtotal ​ 215,619 ​ 119,761 Construction in progress ​ 40,222 ​ 17,044 Restaurant smallwares ​ 4,544 ​ 3,103 Total ​ $ 260,385 ​ $ 139,908

Intangibles, Net (Tables)

Intangibles, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Intangibles, Net
Schedule of intangibles, net	Intangibles, net consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2024 2023 Indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ Tradenames ​ $ 147,400 ​ $ 17,400 Finite-lived intangible assets ​ ​ ​ ​ ​ ​ Franchise agreements ​ ​ 900 ​ ​ — Other finite-lived intangible assets ​ ​ 101 ​ ​ 101 Total finite-lived intangible assets ​ ​ 1,001 ​ ​ 101 Less: accumulated amortization ​ (2,208) ​ (2,195) Total intangibles, net ​ $ 146,193 ​ $ 15,306

Accrued Expenses (Tables)

Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2024
Accrued Expenses
Schedule of accrued expenses	Accrued expenses consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Payroll and related ​ $ 12,924 $ 5,655 Interest ​ ​ 7,179 ​ ​ 2,396 VAT and sales taxes ​ ​ 5,480 ​ 4,238 New restaurant construction ​ 4,965 ​ ​ 6,318 Amounts due to landlords ​ ​ 4,782 ​ 2,753 Legal, professional and other services ​ 3,830 ​ 1,364 Insurance ​ 1,412 ​ ​ 545 Income taxes and related ​ ​ — ​ ​ 30 Other (1) ​ 11,902 ​ 5,034 Total ​ $ 52,474 ​ $ 28,333 (1) Amount primarily relates to recurring restaurant operating expenses.

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2024
Long-Term Debt
Schedule of long-term debt	​ Long-term debt consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Term loan agreements ​ $ 350,000 ​ $ 23,750 Revolving credit facility ​ ​ — ​ ​ — Delayed draw term facility ​ — ​ 49,750 Total long-term debt ​ 350,000 ​ 73,500 Less: current portion of long-term debt ​ (3,500) ​ (1,500) Less: debt issuance costs ​ (595) ​ (1,590) Less: debt original issuance discount ​ (15,044) ​ — Total long-term debt, net of current portion ​ $ 330,861 ​ $ 70,410

Revenue Recognition (Tables)

Revenue Recognition (Tables)	6 Months Ended
	Jun. 30, 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2024 ​ 2023 Deferred license revenue (1) ​ $ 195 ​ $ 218 Deferred gift card and gift certificate revenue (2) ​ $ 6,076 ​ $ 1,716 Advanced party deposits (2) ​ $ 639 ​ $ 361 Konavore rewards program (3) ​ $ 187 ​ $ 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): ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ 2024 ​ 2023 Revenue recognized from deferred license revenue ​ $ 23 ​ $ 40 Revenue recognized from deferred gift card revenue ​ $ 895 ​ $ 917 Revenue recognized from advanced party deposits ​ $ 361 ​ $ 278
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 June 30, 2024 were as follows for each year ending (in thousands): ​ ​ ​ ​ ​ 2024, six months remaining $ 21 2025 ​ 44 2026 ​ 37 2027 ​ 34 2028 ​ 34 Thereafter ​ 25 Total future estimated deferred license revenue ​ $ 195 ​

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases
Schedule of components of lease expense	The components of lease expense for the six months ended June 30, 2024 and 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ 2024 2023 Lease cost ​ ​ ​ ​ ​ ​ ​ Operating lease cost $ 13,135 $ 7,943 ​ Finance lease cost ​ ​ ​ ​ ​ ​ ​ Amortization of ROU assets ​ ​ 108 ​ ​ 102 ​ Interest on lease liabilities ​ ​ 36 ​ ​ 41 ​ Total finance lease cost ​ ​ 144 ​ ​ 143 ​ Variable lease cost (1) ​ ​ 7,561 ​ ​ 5,781 ​ Short-term lease cost ​ ​ 922 ​ ​ 488 ​ Total lease cost $ 21,762 $ 14,355 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 13 years ​ ​ 13 years ​ Finance leases ​ ​ 3 years ​ ​ 4.3 years ​ Weighted average discount rate ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 10.30 % ​ 8.53 % Finance leases ​ ​ 9.17 % ​ 9.00 % (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	Supplemental cash flow information related to leases for the period was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2024 ​ 2023 Finance lease right-of-use assets (1) ​ $ 713 ​ $ 850 Current portion of finance lease liabilities (1) ​ 263 ​ 222 Long-term portion of finance lease liabilities (1) ​ ​ 559 ​ ​ 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	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ ​ 2024 ​ 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 12,738 ​ $ 7,090 Operating cash flows from finance leases ​ $ 108 ​ $ 102 Financing cash flows from finance leases ​ $ 112 ​ $ 185 Right-of-use assets obtained in exchange for lease obligations: ​ ​ ​ ​ ​ ​ Operating leases ​ $ 3,081 ​ $ 8,034 Finance leases $ — ​ $ 43
Schedule of maturities of operating lease liabilities	As of June 30, 2024, maturities of the Company’s operating lease liabilities are as follows (in thousands): ​ ​ ​ ​ ​ 2024, six months remaining ​ $ 14,736 2025 ​ ​ 44,545 2026 ​ ​ 45,429 2027 ​ ​ 46,089 2028 ​ ​ 45,484 Thereafter ​ ​ 418,991 Total lease payments ​ ​ 615,274 Less: imputed interest ​ ​ (304,580) Present value of operating lease liabilities $ 310,694
Schedule of maturities of finance lease liabilities	As of June 30, 2024, maturities of the Company’s finance lease liabilities are as follows (in thousands): ​ ​ ​ ​ ​ 2024, six months remaining ​ $ 215 2025 ​ ​ 257 2026 ​ ​ 257 2027 ​ ​ 214 Total lease payments ​ ​ 943 Less: imputed interest ​ ​ (121) Present value of finance lease liabilities $ 822 ​

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share
Schedule of net (loss) income per share	For the three and six months ended June 30, 2024 and 2023, net (loss) income per share was calculated as follows (in thousands, except net income per share and related share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ Six months ended June 30, ​ 2024 2023 2024 2023 Net (loss) income attributable to The ONE Group Hospitality, Inc. ​ $ (6,929) ​ $ 568 ​ $ (8,998) ​ $ 3,174 Series A Preferred Stock paid-in-kind dividend and accretion ​ ​ (4,538) ​ ​ — ​ ​ (4,538) ​ ​ — Net (loss) income available to common stockholders ​ ​ (11,467) ​ ​ 568 ​ ​ (13,536) ​ ​ 3,174 ​ ​ ​ ​ ​ ​ Basic weighted average shares outstanding ​ 31,424,938 ​ 31,782,783 ​ 31,376,951 ​ 31,730,299 Dilutive effect of stock options, warrants and restricted share units ​ — ​ 890,674 ​ — ​ 1,049,522 Diluted weighted average shares outstanding ​ 31,424,938 ​ 32,673,457 ​ 31,376,951 ​ 32,779,821 ​ ​ ​ ​ ​ Basic net (loss) income per common share ​ $ (0.36) ​ $ 0.02 ​ $ (0.43) ​ $ 0.10 Diluted net (loss) income per common share ​ $ (0.36) ​ $ 0.02 ​ $ (0.43) ​ $ 0.10

Stock-Based Compensation and _2

Stock-Based Compensation and Warrants (Tables)	6 Months Ended
	Jun. 30, 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 260,420 ​ ​ 5.73 ​ Exercised (50,000) ​ ​ 4.85 ​ Cancelled, expired or forfeited (5,000) ​ ​ 4.85 ​ ​ Outstanding at June 30, 2024 879,362 ​ $ 3.20 5.00 years ​ $ 1,342
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 238,368 ​ 5.75 Vested (260,470) ​ 7.21 Cancelled, expired or forfeited (30,024) ​ 7.66 Non-vested RSUs at June 30, 2024 968,430 ​ $ 7.75 ​
Schedule of PSUs and changes	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average ​ Shares grant date fair value Non-vested PSUs at December 31, 2023 375,000 ​ $ 5.89 Granted 98,166 ​ 4.65 Vested — ​ — Cancelled, expired or forfeited — ​ — Non-vested PSUs at June 30, 2024 473,166 ​ $ 5.63
Schedule of warrants to purchase shares of common stock outstanding	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants ​ Exercise ​ Shares available for purchase as of June 30, Issuance date ​ Holder of warrants ​ Expiration date ​ Issued ​ Price ​ 2024 ​ 2023 May 1, 2024 ​ HPC III Kaizen LP ​ May 1, 2029 ​ 1,000,000 ​ $ 10.00 ​ 1,000,000 ​ — May 1, 2024 ​ HPS and affiliates ​ May 1, 2029 ​ 66,667 ​ $ 10.00 ​ 66,667 ​ — May 1, 2024 ​ HPC III Kaizen LP ​ May 1, 2034 ​ 1,786,582 ​ $ 0.01 ​ 1,786,582 ​ — May 1, 2024 ​ HPS and affiliates ​ May 1, 2034 ​ 119,105 ​ $ 0.01 ​ 119,105 ​ —

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting
Schedule of segment information	​ Certain financial information relating to the three and six months ended June 30, 2024 and 2023 for each segment is provided below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ STK Benihana Kona Grill RA Sushi Corporate Total For the three months ended June 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues $ 52,651 ​ ​ 78,444 ​ ​ 30,609 ​ ​ 10,693 ​ ​ 97 ​ ​ 172,494 Operating income (loss) ​ $ 7,071 ​ ​ 14,718 ​ ​ 763 ​ ​ 157 ​ ​ (21,055) ​ ​ 1,654 Capital asset additions (1) ​ $ 12,398 ​ ​ 2,407 ​ ​ 3,172 ​ ​ 991 ​ ​ 188 ​ ​ 19,156 For the six months ended June 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues $ 107,402 ​ ​ 78,444 ​ ​ 60,758 ​ ​ 10,693 ​ ​ 192 ​ ​ 257,489 Operating income (loss) ​ $ 15,786 ​ ​ 14,718 ​ ​ 260 ​ ​ 157 ​ ​ (29,887) ​ ​ 1,034 Capital asset additions (1) ​ $ 25,423 ​ ​ 2,407 ​ ​ 5,759 ​ ​ 991 ​ ​ 361 ​ ​ 34,941 As of June 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 155,210 ​ ​ 239,673 ​ ​ 92,637 ​ ​ 44,855 ​ ​ 413,489 ​ ​ 945,864 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ STK Benihana Kona Grill RA Sushi Corporate Total For the three months ended June 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 49,015 ​ ​ — ​ ​ 34,277 ​ ​ — ​ ​ 101 ​ ​ 83,393 Operating income (loss) ​ $ 8,861 ​ ​ — ​ ​ 1,379 ​ ​ — ​ ​ (8,195) ​ ​ 2,045 Capital asset additions (1) ​ $ 6,686 ​ ​ — ​ ​ 4,937 ​ ​ — ​ ​ 422 ​ ​ 12,045 For the six months ended June 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 100,554 ​ ​ — ​ ​ 65,186 ​ ​ — ​ ​ 209 ​ ​ 165,949 Operating income (loss) ​ $ 20,911 ​ ​ — ​ ​ 1,354 ​ ​ — ​ ​ (15,942) ​ ​ 6,323 Capital asset additions ​ $ 10,981 ​ ​ — ​ ​ 11,415 ​ ​ — ​ ​ 1,500 ​ ​ 23,896 As of December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 142,777 ​ ​ — ​ ​ 81,026 ​ ​ — ​ ​ 93,442 ​ ​ 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)	6 Months Ended
	Jun. 30, 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 June 30, ​ For the six months ended June 30, ​ 2024 2023 2024 2023 Domestic revenues $ 171,430 $ 82,214 $ 255,395 $ 163,673 International revenues ​ 1,064 ​ 1,179 ​ 2,094 ​ 2,276 Total revenues ​ $ 172,494 ​ $ 83,393 ​ $ 257,489 ​ $ 165,949
Schedule of long-lived assets by geographic location	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Domestic long-lived assets $ 877,346 $ 269,052 International long-lived assets ​ 1,064 ​ 1,513 Total long-lived assets ​ $ 878,410 ​ $ 270,565 ​

Summary of Business and Signi_3

Summary of Business and Significant Accounting Policies (Details) $ in Thousands	May 01, 2024 USD ($)	Jun. 30, 2024 USD ($) restaurant item	Dec. 31, 2023 USD ($)
Number of venues		167
Number of hotels provided F&B services | item		4
Credit card receivable | $		$ 10,979	$ 7,234
Error Correction
Credit card receivable | $		$ 7,200
STK
Number of venues		28
Kona Grill
Number of venues		26
F&B Venues
Number of venues		8
Benihana
Number of venues		86
RA Sushi
Number of venues		19
Safflower Holdings Corp
Equity interest acquired	100%
Cash consideration paid | $	$ 390,142

Benihana Acquisition (Details)

Benihana Acquisition (Details) $ in Thousands		3 Months Ended	6 Months Ended
	May 01, 2024 USD ($) restaurant	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Business Acquisition [Line Items]
Goodwill		$ 145,162	$ 145,162
Pro forma information includes actual revenues				$ 89,137
Pro forma information includes actual net income				$ (6,035)
Safflower Holdings Corp
Business Acquisition [Line Items]
Equity interest acquired	100%
Purchase price	$ 390,142
Goodwill	$ 145,162
Transaction cost of acquisition		6,500
Transition and integration expenses		$ 3,800	3,800
Pro forma information includes actual net income			$ 7,800
Safflower Holdings Corp | Owned
Business Acquisition [Line Items]
Number of restaurants | restaurant	93
Safflower Holdings Corp | Franchised
Business Acquisition [Line Items]
Number of restaurants | restaurant	12

Benihana Acquisition - Assets a

Benihana Acquisition - Assets and Liabilities (Details) - USD ($) $ in Thousands	May 01, 2024	Jun. 30, 2024
Net assets acquired:
Goodwill		$ 145,162
Safflower Holdings Corp
Preliminary purchase consideration:
Contractual purchase price	$ 365,000
Cash and cash equivalents, restricted cash and cash equivalents and credit card receivable	25,224
Working capital liabilities	(82)
Cash consideration paid	390,142
Net assets acquired:
Cash and cash equivalents	20,986
Restricted cash and cash equivalents	551
Credit card receivable	3,687
Inventory	4,405
Other current assets	7,315
Property and equipment	103,015
Operating lease right-of-use assets	181,144
Deferred tax assets, net	26,808
Intangible assets	130,900
Other assets	2,898
Accounts payable	(9,851)
Accrued expenses	(29,228)
Other current liabilities	(5,337)
Operating lease liabilities	(187,909)
Other long-term liabilities	(4,404)
Total net assets acquired	244,980
Goodwill	$ 145,162

Benihana Acquisition - Pro form

Benihana Acquisition - Pro forma Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Benihana Acquisition
Total revenues	$ 212,794	$ 217,260	$ 431,026	$ 434,649
Net (loss) income as reported	(10,535)	3,293	39,880	8,577
Transaction and exit costs	11,236		13,639	(13,639)
Transition and integration costs	3,794		3,794	(3,794)
Loss on early debt extinguishment	4,149		4,149	(4,149)
Purchase price accounting adjustments	67	171	9,744	463
Change in interest expense	387	463	891	1,170
Pro forma net income (loss) before income taxes	9,098	3,927	72,097	(11,372)
Income tax effect of adjustments	(1,473)	(48)	(2,416)	1,496
Change in valuation allowance			(59,925)
Pro forma net income (loss)	$ 7,625	$ 3,879	9,756	$ (9,876)
Total revenue (year-over-year change)			$ 3,600

Benihana Acquisition - Pro fo_2

Benihana Acquisition - Pro forma Financial Information - Actual Revenue and Net Loss (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Benihana Acquisition
Pro forma information includes actual revenues	$ 89,137
Operating Income	14,875
General and administrative (1)	(2,597)
Transaction and exit costs	(6,826)
Transition and integration costs	(3,794)
Adjusted Operating Income	1,658
Interest expense	(5,787)
Loss on early debt extinguishment	(4,149)
Loss before provision for income taxes	(8,278)
Benefit for income taxes	2,243
Net loss	$ (6,035)

Property and Equipment, Net - T

Property and Equipment, Net - Total PPE (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (69,898)	$ (60,128)
Total	260,385	139,908
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	82,908	49,753
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	202,609	130,136
Subtotal
Property, Plant and Equipment [Line Items]
Total	215,619	119,761
Construction in progress
Property, Plant and Equipment [Line Items]
Total	40,222	17,044
Restaurant smallwares
Property, Plant and Equipment [Line Items]
Total	$ 4,544	$ 3,103

Property and Equipment, Net - N

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment, Net
Depreciation	$ 7.7	$ 3.4	$ 13	$ 7

Intangibles, Net (Details)

Intangibles, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Indefinite-lived intangible assets
Tradenames	$ 147,400	$ 17,400
Total finite-lived intangible assets	1,001	101
Less: accumulated amortization	(2,208)	(2,195)
Total intangibles, net	146,193	15,306
Franchise agreements
Indefinite-lived intangible assets
Total finite-lived intangible assets	900
Other finite-lived intangible assets
Indefinite-lived intangible assets
Total finite-lived intangible assets	$ 101	$ 101

Intangibles, Net - Narrative (D

Intangibles, Net - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Useful life	15 years	15 years
Aggregate amortization expense for succeeding years	$ 0.1
Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years	10 years

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued Expenses
Payroll and related	$ 12,924	$ 5,655
Interest	7,179	2,396
VAT and sales taxes	5,480	4,238
New restaurant construction	4,965	6,318
Amounts due to landlords	4,782	2,753
Legal, professional and other services	3,830	1,364
Insurance	1,412	545
Income taxes and related		30
Other	11,902	5,034
Total	$ 52,474	$ 28,333

Long-Term Debt - Debt (Details)

Long-Term Debt - Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt	$ 350,000	$ 73,500
Less: current portion of long-term debt	(3,500)	(1,500)
Less: debt issuance costs	(595)	(1,590)
Less: debt original issuance discount	(15,044)
Total long-term debt, net of current portion	330,861	70,410
Delayed draw term facility
Debt Instrument [Line Items]
Long-term debt		49,750
Medium-term Notes | Term loan agreements
Debt Instrument [Line Items]
Long-term debt	$ 350,000	$ 23,750

Long-Term Debt - Narrative (Det

Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended
	May 01, 2024	Oct. 04, 2019	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Interest expense			$ 7,300	$ 1,800	$ 9,300	$ 3,800
Standby letters of credit outstanding			6,200		6,200
Shares authorized under repurchase program							$ 15,000
Debt issuance costs			595		595		$ 1,590
Non-cash loss on early debt extinguishment			$ 4,149		$ 4,149
Weighted average interest rate			11.82%		11.82%
Capitalized interest			$ 600	$ 400	$ 900	$ 600
Unamortized discount			15,044		15,044
Senior secured term loan facility
Debt Instrument [Line Items]
Loan received	$ 350,000
Senior secured term loan facility | Payment installment for first year through June 30, 2025
Debt Instrument [Line Items]
Percentage of term loan payable in quarterly installments	1%
Senior secured term loan facility | Payment installment for next two year through June 2027
Debt Instrument [Line Items]
Percentage of term loan payable in quarterly installments	2.50%
Senior secured term loan facility | Payment installment thereafter through maturity on April 30, 029
Debt Instrument [Line Items]
Percentage of term loan payable in quarterly installments	5%
Senior secured term loan facility | Credit and Guarantee Agreement
Debt Instrument [Line Items]
Secured revolving credit facility	$ 350,000
Revolving credit facility
Debt Instrument [Line Items]
Secured revolving credit facility	$ 40,000
Minimum threshold percentage for financial covenant applicability	35%
Other Assets
Debt Instrument [Line Items]
Unamortized discount			1,700		1,700
Maximum | Other Assets
Debt Instrument [Line Items]
Debt issuance costs			100		100
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Senior secured term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate	6.50%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Revolving credit facility
Debt Instrument [Line Items]
Basis spread on variable rate	5.50%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Revolving credit facility
Debt Instrument [Line Items]
Basis spread on variable rate	6%
Base Rate | Senior secured term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate	5.50%
Base Rate | Minimum | Revolving credit facility
Debt Instrument [Line Items]
Basis spread on variable rate	4.50%
Base Rate | Maximum | Revolving credit facility
Debt Instrument [Line Items]
Basis spread on variable rate	5%
Goldman Sachs Credit Agreement
Debt Instrument [Line Items]
Secured revolving credit facility		$ 12,000
Face value of debt		25,000
Loan received		$ 50,000
Debt issuance costs	$ 1,700		500		500
Non-cash loss on early debt extinguishment	2,400
Unamortized discount			16,800		16,800
Revolving credit facility
Debt Instrument [Line Items]
Available amount			$ 33,800		$ 33,800
Letter of credit
Debt Instrument [Line Items]
Secured revolving credit facility	$ 10,000

Long-Term Debt - Debt Extinguis

Long-Term Debt - Debt Extinguishment (Details) - USD ($) $ in Thousands			3 Months Ended	6 Months Ended
	May 01, 2024	Oct. 04, 2019	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Debt issuance costs			$ 595	$ 595	$ 1,590
Loss on early debt extinguishment			(4,149)	(4,149)
Goldman Sachs Credit Agreement
Debt Instrument [Line Items]
Secured revolving credit facility		$ 12,000
Term loan		25,000
Amount borrowed under credit facility		$ 50,000
Debt issuance costs	$ 1,700		$ 500	$ 500
Loss on early debt extinguishment	$ (2,400)

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Details)	Jun. 30, 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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Taxes
Income tax expense (benefit)	$ (3,268)	$ (13)	$ (3,536)	$ 148
Effective income tax rate			27.10%	5.10%
Foreign rate differential			21%

Revenue Recognition - Contract

Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Deferred license revenue
Deferred revenue	$ 195	$ 218
Deferred gift card and gift certificate revenue
Deferred revenue	6,076	1,716
Advanced party deposits
Deferred revenue	639	361
Konavore rewards program
Deferred revenue	$ 187	$ 177

Revenue Recognition - Changes i

Revenue Recognition - Changes in Deferred Gift Card and Gift Certificate Revenue (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Deferred license revenue
Revenue recognized	$ 23	$ 40
Deferred gift card revenue
Revenue recognized	895	917
Advanced party deposits
Revenue recognized	$ 361	$ 278

Revenue Recognition - Future Es

Revenue Recognition - Future Estimated Deferred License Revenue (Details) - Deferred license revenue $ in Thousands	Jun. 30, 2024 USD ($)
2024, six months remaining	$ 21
2025	44
2026	37
2027	34
2028	34
Thereafter	25
Total future estimated deferred license revenue	$ 195

Leases - Lease Expense (Details

Leases - Lease Expense (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Lease cost
Operating lease cost	$ 13,135	$ 7,943
Amortization of ROU assets	108	102
Interest on lease liabilities	36	41
Total finance lease cost	144	143
Variable lease cost	7,561	5,781
Short-term lease cost	922	488
Total lease cost	$ 21,762	$ 14,355
Weighted average remaining lease term - operating leases	13 years	13 years
Weighted average remaining lease term - finance leases	3 years	4 years 3 months 18 days
Weighted average discount rate - operating leases	10.30%	8.53%
Weighted average discount rate - finance leases	9.17%	9%

Leases - Finance Lease Assets a

Leases - Finance Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases
Finance lease right-of-use assets	$ 713	$ 850
Current portion of finance lease liabilities	263	222
Long-term portion of finance lease liabilities	$ 559	$ 658

Leases - Operating Lease - Narr

Leases - Operating Lease - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) lease Option
Lessee, Lease, Description [Line Items]
Number of operating leases | lease	5
Options term	5 years
The amount of lessee's operating lease not yet commenced | $	$ 7.2
Minimum
Lessee, Lease, Description [Line Items]
Number of options	2
Initial lease term	10 years
Maximum
Lessee, Lease, Description [Line Items]
Number of options	3
Initial lease term	15 years

Leases - Supplemental Cash Flow

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Leases
Operating cash flows from operating leases	$ 12,738	$ 7,090
Operating cash flows from finance leases	108	102
Financing cash flows from finance leases	112	185
Operating leases	$ 3,081	8,034
Finance leases		$ 43

Leases - Operating Lease Liabil

Leases - Operating Lease Liabilities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Operating Lease Liabilities, Payments Due [Abstract]
2024, six months remaining	$ 14,736
2025	44,545
2026	45,429
2027	46,089
2028	45,484
Thereafter	418,991
Total lease payments	615,274
Less: imputed interest	(304,580)
Present value of operating lease liabilities	$ 310,694

Leases - Finance Lease Liabilit

Leases - Finance Lease Liabilities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Finance Lease, Liability, Payment, Due [Abstract]
2024, six months remaining	$ 215
2025	257
2026	257
2027	214
Total lease payments	943
Less: imputed interest	(121)
Present value of finance lease liabilities	$ 822

Earnings Per Share - Summary of

Earnings Per Share - Summary of Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share
Net (loss) income attributable to The ONE Group Hospitality, Inc.	$ (6,929)	$ 568	$ (8,998)	$ 3,174
Series A Preferred Stock paid-in-kind dividend and accretion	(4,538)		(4,538)
Net (loss) income available to common stockholders	$ (11,467)	$ 568	$ (13,536)	$ 3,174
Basic weighted average shares outstanding	31,424,938	31,782,783	31,376,951	31,730,299
Dilutive effect of stock options, warrants and restricted share units		890,674		1,049,522
Diluted weighted average shares outstanding	31,424,938	32,673,457	31,376,951	32,779,821
Basic net (loss) income per common share	$ (0.36)	$ 0.02	$ (0.43)	$ 0.10
Diluted net (loss) income per common share	$ (0.36)	$ 0.02	$ (0.43)	$ 0.10

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Stock options, warrants and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the calculation of diluted earnings per share	2.6	1.9

Series A Preferred Stock (Detai

Series A Preferred Stock (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	May 01, 2024	Jun. 30, 2024	Jun. 30, 2024
Class of Stock [Line Items]
Series A Preferred Stock paid-in-kind dividend and accretion		$ (4,538)	$ (4,538)
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock issued	160,000
Cash value of preferred stock issued	$ 160,000
Original issuance discount	5%
Additional discount for expenses	$ 2,300
Dividend rate	13%
Future redemption value	$ 247,400
Series A Preferred Stock paid-in-kind dividend and accretion		$ (4,500)	$ (4,500)
Series A Preferred Stock | Between 3rd and 4th Anniversary
Class of Stock [Line Items]
Percentage of liquidation preference that can be repurchase	102.50%
Series A Preferred Stock | After 4th Anniversary
Class of Stock [Line Items]
Percentage of liquidation preference that can be repurchase	100%

Stockholder's Equity - Preferre

Stockholder's Equity - Preferred Stock (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Stockholder's Equity
Preferred Stock, Shares Authorized	9,840,000	9,840,000
Preferred stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

Stockholder's Equity - Common S

Stockholder's Equity - Common Stock (Details) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended		7 Months Ended
	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023
Stockholder's Equity
Common stock, dividend issued					$ 0	$ 0
Shares authorized under repurchase program								$ 15,000,000
Stock Repurchase Program, additional authorized amount	$ 5,000,000
Value of shares repurchased		$ 900,000	$ 3,400,000		$ 900,000	$ 4,100,000
Number of shares repurchased		200,000	500,000		200,000	600,000	2,456,144
Aggregate value of shares repurchased		$ 888,000	$ 3,418,000	$ 735,000			$ 15,900,000

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	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Shares
Outstanding at the beginning (in shares)	673,942
Exercisable at the beginning (in shares)	673,942
Granted (in shares)	260,420
Exercised (in shares)	(50,000)
Cancelled, expired or forfeited (in shares)	(5,000)
Exercisable at the ending (in shares)	879,362	673,942
Outstanding at the ending (in shares)	879,362	673,942
Weighted average exercise price
Outstanding at the beginning (in dollars per share)	$ 2.35
Exercisable at the beginning (in dollars per share)	2.35
Granted (in dollars per share)	5.73
Exercised (in dollars per share)	4.85
Cancelled, expired or forfeited (in dollars per share)	4.85
Exercisable at the ending (in dollars per share)	3.20	$ 2.35
Outstanding at the ending (in dollars per share)	$ 3.20	$ 2.35
Weighted average remaining contractual life (Years)
Weighted average remaining contractual life	5 years	3 years 2 months 26 days
Exercisable weighted average remaining contractual life	5 years	3 years 2 months 26 days
Intrinsic value
Intrinsic value, Outstanding	$ 1,342	$ 2,540
Intrinsic value, Exercisable	$ 1,342	$ 2,540

Stock-Based Compensation and _4

Stock-Based Compensation and Warrants - Summary of Status of Company's Restricted Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Shares
Non-vested RSUs at beginning of period (in shares) | shares	1,020,556
Granted (in shares) | shares	238,368
Vested (in shares) | shares	(260,470)
Cancelled, expired or forfeited (in shares) | shares	(30,024)
Non-vested RSUs at ending of period (in shares) | shares	968,430
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	5.75
Vested (in dollars per share) | $ / shares	7.21
Cancelled, expired or forfeited (in dollars per share) | $ / shares	7.66
Non-vested RSUs at ending of period (in dollars per share) | $ / shares	$ 7.75
Performance Stock Units
Shares
Non-vested RSUs at beginning of period (in shares) | shares	375,000
Granted (in shares) | shares	98,166
Non-vested RSUs at ending of period (in shares) | shares	473,166
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	4.65
Non-vested RSUs at ending of period (in dollars per share) | $ / shares	$ 5.63

Stock-Based Compensation and _5

Stock-Based Compensation and Warrants - Warrants (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)		$ 1.63
Shares available for purchase		125,000
HPC III Kaizen LP | Common Stock Warrants Maturing On May 1, 2029
Class of Warrant or Right [Line Items]
Warrants Issued	$ 1,000,000
Exercise price of warrants (in dollars per share)	$ 10
Shares available for purchase	1,000,000
HPC III Kaizen LP | Common Stock Warrants Maturing On May 1, 2034
Class of Warrant or Right [Line Items]
Warrants Issued	$ 1,786,582
Exercise price of warrants (in dollars per share)	$ 0.01
Shares available for purchase	1,786,582
HPS And affiliates | Common Stock Warrants Maturing On May 1, 2029
Class of Warrant or Right [Line Items]
Warrants Issued	$ 66,667
Exercise price of warrants (in dollars per share)	$ 10
Shares available for purchase	66,667
HPS And affiliates | Common Stock Warrants Maturing On May 1, 2034
Class of Warrant or Right [Line Items]
Warrants Issued	$ 119,105
Exercise price of warrants (in dollars per share)	$ 0.01
Shares available for purchase	119,105

Stock-Based Compensation and _6

Stock-Based Compensation and Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			$ 2,853	$ 2,554
Stock options, granted			260,420
Unrecognized compensation cost, recognition period			9 months 18 days
Proceeds from Issuance of Warrants			$ 10,771
Shares available for purchase		125,000		125,000
Strike price		$ 1.63		$ 1.63
Warrants available		0		0
Unrecognized compensation cost related to milestone based options	$ 700		$ 700
Granted (in shares)			238,368
Expected life (in years)			5 years 6 months
Risk-free interest rate			4.40%
Volatility			71.30%
Stock-based compensation	$ 1,495	$ 1,234	$ 2,853	$ 2,554
Weighted average remaining contractual life			5 years		3 years 2 months 26 days
Non-vested stock options (in shares)	260,420		260,420		0
General and Administrative Expense.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 1,500	1,200	$ 2,900	2,600
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			200
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to non-vested awards	5,600		$ 5,600
Unrecognized compensation cost, recognition period			1 year 10 months 24 days
Milestone-Based Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	200	200	$ 400	400
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to non-vested awards	$ 1,600		$ 1,600
Unrecognized compensation cost, recognition period			2 years 2 months 12 days
Granted (in shares)			98,166
Equity Incentive Plan 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance	3,093,237		3,093,237
Director | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 200	$ 100	$ 300	$ 300

Segment Reporting (Details)

Segment Reporting (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | segment			5
Total revenues	$ 172,494	$ 83,393	$ 257,489	$ 165,949
Operating income (loss)	1,654	2,045	1,034	6,323
Capital asset additions	19,156	12,045	34,941	23,896
Total assets	945,864		945,864		$ 317,245
STK
Segment Reporting Information [Line Items]
Total revenues	52,651	49,015	107,402	100,554
Operating income (loss)	7,071	8,861	15,786	20,911
Capital asset additions	12,398	6,686	25,423	10,981
Total assets	155,210		155,210		142,777
Benihana
Segment Reporting Information [Line Items]
Total revenues	78,444		78,444
Operating income (loss)	14,718		14,718
Capital asset additions	2,407		2,407
Total assets	239,673		239,673
Kona Grill
Segment Reporting Information [Line Items]
Total revenues	30,609	34,277	60,758	65,186
Operating income (loss)	763	1,379	260	1,354
Capital asset additions	3,172	4,937	5,759	11,415
Total assets	92,637		92,637		81,026
RA Sushi
Segment Reporting Information [Line Items]
Total revenues	10,693		10,693
Operating income (loss)	157		157
Capital asset additions	991		991
Total assets	44,855		44,855
Corporate
Segment Reporting Information [Line Items]
Total revenues	97	101	192	209
Operating income (loss)	(21,055)	(8,195)	(29,887)	(15,942)
Capital asset additions	188	$ 422	361	$ 1,500
Total assets	$ 413,489		$ 413,489		$ 93,442

Geographic Information (Details

Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 172,494	$ 83,393	$ 257,489	$ 165,949
Long-lived assets	878,410		878,410		$ 270,565
Domestic
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	171,430	82,214	255,395	163,673
Long-lived assets	877,346		877,346		269,052
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,064	$ 1,179	2,094	$ 2,276
Long-lived assets	$ 1,064		$ 1,064		$ 1,513