Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Entity Registrant Name | ONE Group Hospitality, Inc. | |
Entity Central Index Key | 1399520 | |
Current Fiscal Year End Date | -19 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,940,195 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $4,520,794 | $7,905,004 |
Accounts receivable, net | 4,145,072 | 4,408,396 |
Inventory | 943,403 | 1,139,305 |
Other current assets | 3,415,364 | 1,937,392 |
Due from related parties | 1,347,271 | 1,157,134 |
Total current assets | 14,371,904 | 16,547,231 |
Property & equipment, net | 20,797,549 | 18,815,625 |
Investments | 2,797,085 | 2,802,443 |
Deferred tax assets | 37,022 | 35,418 |
Other assets | 752,630 | 793,002 |
Security deposits | 2,354,834 | 2,368,422 |
Total assets | 41,111,024 | 41,362,141 |
Current liabilities: | ||
Cash overdraft | 447,598 | 85,598 |
Term loan, current portion | 1,495,000 | 1,495,000 |
Accounts payable | 1,813,113 | 3,433,198 |
Accrued expenses | 2,861,728 | 2,004,704 |
Due to related parties | 0 | 19,608 |
Deferred revenue | 170,123 | 127,950 |
Total current liabilities | 6,787,562 | 7,166,058 |
Other long-term liabilities | 0 | 67,277 |
Derivative liability | 6,855,000 | 6,241,000 |
Term loan | 5,606,250 | 5,980,000 |
Deferred rent payable | 10,605,559 | 9,435,109 |
Total liabilities | 29,854,371 | 28,889,444 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 24,940,195 shares issued and outstanding at March 31, 2015 (unaudited) and December 31, 2014, respectively | 2,494 | 2,494 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2015 (unaudited) and December 31, 2014, respectively | 0 | 0 |
Additional paid-in capital | 31,144,611 | 30,966,611 |
Accumulated deficit | -19,096,021 | -18,005,401 |
Accumulated other comprehensive income | -359,516 | -230,696 |
Total stockholders’ equity | 11,691,568 | 12,733,008 |
Noncontrolling interest | -434,915 | -260,311 |
Total stockholders’ equity including noncontrolling interest | 11,256,653 | 12,472,697 |
Total Liabilities and Stockholders’ Equity | $41,111,024 | $41,362,141 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 24,940,195 | 24,940,195 |
Common stock, shares outstanding | 24,940,195 | 24,940,195 |
Preferred stock, par value per share (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | ||
Owned unit net revenues | $9,725,301 | $8,153,892 |
Management and incentive fee revenue | 2,051,276 | 2,119,028 |
Total revenue | 11,776,577 | 10,272,920 |
Owned operating expenses: | ||
Food and beverage costs | 2,497,215 | 2,145,028 |
Unit operating expenses | 7,009,164 | 5,455,766 |
General and administrative | 2,444,526 | 1,907,254 |
Depreciation and amortization | 420,123 | 323,806 |
Management and royalty fees | 24,754 | 21,082 |
Pre-opening expenses | 1,074,713 | 246,348 |
Equity in income of investee companies | -168,970 | -114,408 |
Derivative expense | 614,000 | 48,000 |
Interest expense, net of interest income | -5,229 | 18,923 |
Other (income) expense | -329,003 | 101,521 |
Total costs and expenses | 13,581,293 | 10,153,320 |
(Loss) income from continuing operations before provision for income taxes | -1,804,716 | 119,600 |
Provision for income taxes | -610,495 | 235,192 |
Loss from continuing operations | -1,194,221 | -115,592 |
Loss from discontinued operations, net of taxes | 3,138 | 925,174 |
Net loss | -1,197,359 | -1,040,766 |
Less: net loss attributable to noncontrolling interest | -106,739 | -318,963 |
Net loss attributable to The ONE Group Hospitality, Inc. | -1,090,620 | -721,803 |
Other comprehensive income | ||
Currency translation adjustment | -128,820 | 20,532 |
Comprehensive loss | ($1,219,440) | ($701,271) |
Basic and diluted (loss) income per share (in dollars per share) | ||
Continuing operations | ($0.04) | $0 |
Discontinued operations | $0 | ($0.03) |
Net loss attributable to The ONE Group Hospitality, Inc. | ($0.04) | ($0.03) |
Shares used in computing basic and diluted (loss) income per share (in shares) | 24,940,195 | 24,946,668 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Accumulated other comprehensive (loss) income [Member] | Total stockholders' (loss) income equity [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2014 | $12,472,697 | $2,494 | $30,966,611 | ($18,005,401) | ($230,696) | $12,733,008 | ($260,311) |
Balance, shares at Dec. 31, 2014 | 24,940,195 | 24,940,195 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustment to escrow shares for excess liabilities | 0 | 0 | |||||
Adjustment to escrow shares for excess liabilities, shares | |||||||
Issuance of stock-based compensation | 178,000 | 178,000 | 178,000 | ||||
Member distributions | -67,865 | 0 | -67,865 | ||||
Gain on foreign currency translation, net | -128,820 | -128,820 | -128,820 | ||||
Net income (loss) | -1,197,359 | -1,090,620 | -1,090,620 | -106,739 | |||
Balance at Mar. 31, 2015 | $11,256,653 | $2,494 | $31,144,611 | ($19,096,021) | ($359,516) | $11,691,568 | ($434,915) |
Balance, shares at Mar. 31, 2015 | 24,940,195 | 24,940,195 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities: | ||
Net loss | ($1,197,359) | ($1,040,766) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 420,123 | 376,319 |
Deferred rent payable | 1,170,450 | 113,371 |
Deferred taxes | -1,604 | 140,333 |
Loss on equity method investments | -168,970 | -114,408 |
Derivative expense | 614,000 | 48,000 |
Stock-based compensation | 178,000 | 72,191 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 263,324 | -515,411 |
Inventory | 195,902 | 170,016 |
Prepaid expenses and other current assets | -1,477,974 | -57,903 |
Security deposits | 13,588 | 102,577 |
Other assets | 40,372 | -111,324 |
Accounts payable | -1,620,085 | -511,385 |
Accrued expenses | 864,853 | 414,122 |
Deferred revenue | -25,104 | 48,603 |
Net cash used in operating activities | -730,484 | -865,665 |
Investing activities: | ||
Purchase of property and equipment | -2,402,045 | -1,678,761 |
Investment | 174,328 | 70,796 |
Due from related parties | -209,745 | -75,255 |
Net cash used in investing activities | -2,437,462 | -1,683,220 |
Financing activities: | ||
Cash overdraft | 362,000 | 152,620 |
Proceeds from line of credit | 0 | 1,900,278 |
Repayment of line of credit | -373,750 | -1,863,175 |
Repayment of notes payable | 0 | -5,000 |
Distributions to members | -67,865 | -97,658 |
Net cash provided by financing activities | -79,615 | 87,065 |
Effect of exchange rate changes on cash | -136,649 | 20,421 |
Net (decrease) increase in cash | -3,384,210 | -2,441,399 |
Cash and cash equivalents, beginning of period | 7,905,004 | 11,681,086 |
Cash and cash equivalents, end of period | 4,520,794 | 9,239,687 |
Supplemental disclosure of cash flow data: | ||
Interest paid | 68,088 | 50,985 |
Income taxes paid | $447,904 | $133,717 |
Merger
Merger | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Merger | Merger: |
On October 16, 2013, The ONE Group Hospitality, Inc. (the "Company") closed a merger transaction (the “Merger”) with The ONE Group, LLC, a privately held Delaware limited liability company (“ONE Group”), pursuant to an Agreement and Plan of Merger, dated as of October 16, 2013 (the “Merger Agreement”), by and among The ONE Group Hospitality, Inc., formerly known as Committed Capital Acquisition Corporation, CCAC Acquisition Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of The ONE Group Hospitality, Inc. (“Merger Sub”), ONE Group and Samuel Goldfinger as ONE Group Representative. Pursuant to the Merger Agreement, ONE Group became a wholly-owned subsidiary of The ONE Group Hospitality, Inc. through a merger of Merger Sub with and into ONE Group, and the former members of ONE Group received shares of The ONE Group Hospitality, Inc. that constituted a majority of the outstanding shares of The ONE Group Hospitality, Inc. | |
The Merger was accounted for as a reverse-merger and recapitalization in accordance with GAAP, whereby the Company was the accounting acquiree and ONE Group was the accounting acquirer. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger are those of ONE Group, and the consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and ONE Group, historical operations of ONE Group and operations of the Company from the October 16, 2013 effective date. Membership interests and the corresponding capital amounts of ONE Group pre-Merger have been retroactively restated as shares of common stock reflecting the 8.09 to one exchange ratio in the Merger. All references in this Report to equity securities and all equity-related historical financial measurements, including weighted average shares outstanding, earnings per share, par value of $0.0001 per share of the Company's common stock ("Common Stock"), additional paid in capital, option exercise prices and warrant exercise prices, have been retroactively restated to reflect the Merger exchange ratio. | |
On June 5, 2014, the Company changed its corporate name from Committed Capital Acquisition Corporation to The ONE Group Hospitality, Inc. |
Business_and_basis_of_presenta
Business and basis of presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and basis of presentation | Business and basis of presentation: |
Principles of consolidation: | |
The accompanying consolidated financial statements of The ONE Group Hospitality, Inc. and subsidiaries include the accounts of ONE Group and its subsidiaries, Little West 12th LLC (“Little West 12th” ), One-LA, L.P. (“One LA”), Bridge Hospitality, LLC (“Bridge”), STK-LA, LLC (“STK-LA”), WSATOG (Miami), LLC (“WSATOG”), STK Miami Service, LLC (“Miami Services”), STK Miami, LLC (“STK Miami”), Basement Manager, LLC (“Basement Manager”), JEC II, LLC (“JEC II”), One TCI Ltd. (“One TCI”), One Marks, LLC (“One Marks”), MPD Space Events LLC (“MPD”), One 29 Park Management, LLC (“One 29 Park Management”), STK Midtown Holdings, LLC (“Midtown Holdings”), STK Midtown, LLC (“STK Midtown”), STKOUT Midtown, LLC (“STKOUT Midtown”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), One Atlantic City, LLC (“One Atlantic City”), Asellina Marks LLC (“Asellina Marks”), Heraea Vegas, LLC (“Heraea”), Xi Shi Las Vegas, LLC (“Xi Shi Las Vegas”), T.O.G. (UK) Limited (“TOG UK”), Hip Hospitality Limited (“Hip Hospitality UK”), T.O.G. (Aldwych) Limited (“TOG Aldwych”), CA Aldwych Limited (“CA Aldwych"), T.O.G. (Milan) S.r.l. ("TOG Milan"), BBCLV, LLC (“BBCLV”), STK DC, LLC (“STK DC”), STK Orlando, LLC ("STK Orlando"), STK Chicago, LLC ("STK Chicago"), TOG Biscayne, LLC ("TOG Biscayne"), STK Westwood, LLC ("STK Westwood") and STK Denver, LLC ("STK Denver"). The entities are collectively referred to herein as the “Company” or “Companies,” as appropriate, and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Net Income (Loss) Per Common Share | |
Basic net income (loss) per common share is based upon the weighted-average common shares outstanding during the period. Diluted net income (loss) per common share reflects the potential dilution that would occur if common stock equivalent securities or other contracts to issue common stock were exercised or converted into common stock. | |
Fair value measurements | |
The carrying amount of the Company’s accounts receivable, short-term debt, accounts payable and accrued expenses approximate fair value because of the short term nature of the financial instruments. | |
Nature of business: | |
The Company is a hospitality company that develops and operates upscale, high-energy restaurants and lounges and provides turn-key food and beverage services for hospitality venues including hotels, casinos and other high-end locations in the United States and England. As of March 31, 2015, the Company owned and operated nine (9) and managed eight (8) restaurants and lounges, including eight (8) STKs throughout the United States and one (1) in England. Eight (8) of our locations are operated under our five (5) food and beverage hospitality management agreements, in which we provide comprehensive food and beverage services for our hospitality clients. | |
Unaudited interim financial information: | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or for any other interim period or other future year. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes for the fiscal year ended December 31, 2014 included in the Company’s Annual Report filed on Form 10-K/A for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2015. |
Recent_accounting_pronouncemen
Recent accounting pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent accounting pronouncements | Recent accounting pronouncements: |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). ASU 2014-09 addresses the reporting of revenue by most entities and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This update is effective in fiscal periods beginning after December 15, 2016. Early application is not permitted. The impact on our financial statements of adopting ASU 2014-09 is currently being assessed by management. | |
In August 2014, the FASB issued ASU No. 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern. The update is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The impact on our financial statements of adopting ASU 2014-15 is currently being assessed by management. |
Inventory
Inventory | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory | Inventory: | |||||||
Inventory consisted of the following: | ||||||||
At March 31, | At December 31, | |||||||
2015 | 2014 | |||||||
Food | $ | 189,530 | $ | 134,355 | ||||
Beverages | 753,873 | 1,004,950 | ||||||
Totals | $ | 943,403 | $ | 1,139,305 | ||||
Property_and_equipment_net
Property and equipment, net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and equipment, net | Property and equipment, net: | |||||||
Property and equipment, net consisted of the following: | ||||||||
At March 31, | At December 31, | |||||||
2015 | 2014 | |||||||
Furniture, fixtures and equipment | $ | 6,909,888 | $ | 7,336,956 | ||||
Leasehold improvements | 23,311,449 | 20,719,230 | ||||||
Less accumulated depreciation and amortization | 13,525,326 | 13,833,271 | ||||||
16,696,011 | 14,222,915 | |||||||
Construction in progress | 3,369,242 | 3,871,670 | ||||||
Restaurant supplies | 732,296 | 721,040 | ||||||
Total | $ | 20,797,549 | $ | 18,815,625 | ||||
Depreciation and amortization related to property and equipment included in continuing operations amounted to $420,123 and $315,448 in the three months ended March 31, 2015 and 2014, respectively. |
Accrued_expenses
Accrued expenses | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued expenses | Accrued expenses: | |||||||
Accrued expenses consisted of the following: | ||||||||
At March 31, | At December 31, | |||||||
2015 | 2014 | |||||||
Sales tax payable | $ | 615,951 | $ | 168,172 | ||||
Payroll and related | 1,082,208 | 435,259 | ||||||
Utilities | 331,536 | — | ||||||
Rent | 39,970 | — | ||||||
Income taxes payable | — | 494,152 | ||||||
Due to hotels | 200,000 | 200,000 | ||||||
Legal | — | 86,182 | ||||||
Other | 592,063 | 620,939 | ||||||
Totals | $ | 2,861,728 | $ | 2,004,704 | ||||
Notes_payable
Notes payable | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes payable | Notes payable: |
On December 17, 2014, the Company entered into a Term Loan Agreement with BankUnited, N.A. in the amount of $7,475,000 maturing December 1, 2019 (the "Term Loan Agreement"). The Term Loan Agreement replaced the existing credit agreement which was terminated and the aggregate principal amount of the existing loans outstanding of $6,395,071 was converted into the Term Loan Agreement. Commencing on January 1, 2015, the Company made the first of sixty (60) consecutive monthly installments of $124,583 plus interest that will accrue at an annual rate of 5.0%. Our obligations under the Term Loan Agreement are secured by substantially all of our assets. The outstanding balance under the Term Loan Agreement at March 31, 2015 and December 31, 2014 was $7,101,250 and $7,475,000, respectively. | |
The Term Loan Agreement contains certain affirmative and negative covenants, including negative covenants that limit or restrict, among other things, liens and encumbrances, secured indebtedness, mergers, asset sales, investments, assumptions and guaranties of indebtedness of other persons, change in nature of operations, changes in fiscal year and other matters customarily restricted in such agreements. The financial covenants contained in the Term Loan Agreement require the borrowers to maintain a certain adjusted tangible net worth and a debt service coverage ratio. | |
The Company was in compliance with all of its financial covenants under the Term Loan Agreement as of March 31, 2015 and the Company believes based on current projections that the Company will continue to comply with such covenants in 2015. | |
Interest expense recognized related to these agreements amounted to $68,088 and $49,436 for the three months ended March 31, 2015 and 2014, respectively. Capitalized interest amounted to $68,088 and $0 for the three months ended March 31, 2015 and 2014, respectively. | |
As of March 31, 2015, the issued letters of credit in the total amount of approximately $1.5 million for our STK locations in Orlando, Florida, Chicago, Illinois and Westwood, California remain outstanding and are included in security deposits. |
Nonconsolidated_variable_inter
Nonconsolidated variable interest entities | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Nonconsolidated variable interest entities | Nonconsolidated variable interest entities: | |||||||
Accounting principles generally accepted in the United States of America provide a framework for identifying variable interest entities (VIEs) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to direct the activities of the entity that most significantly impact its economic performance, or (3) has a group of equity owners that do not have the obligation to absorb losses of the entity or the right to receive returns of the entity. A VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE that is considered a variable interest (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. At March 31, 2015 and December 31, 2014, the Company held investments that were evaluated against the criteria for consolidation and determined that it is not the primary beneficiary of the investments because the Company lacks the power to direct the activities of the variable interest entities that most significantly impacts their economic performance. Therefore, consolidation in the Company’s financial statements is not required. At March 31, 2015 and December 31, 2014, the Company held the following investments: | ||||||||
At March 31, | At December 31, | |||||||
2015 | 2014 | |||||||
Bagatelle NY LA Investors, LLC ("Bagatelle Investors") | $ | 261,670 | $ | 357,896 | ||||
Bagatelle Little West 12 th , LLC ( "Bagatelle NY") | 2,003,277 | 1,938,252 | ||||||
Bagatelle La Cienega, LLC ("Bagatelle LA") | — | — | ||||||
One 29 Park, LLC | 532,138 | 506,295 | ||||||
Totals | $ | 2,797,085 | $ | 2,802,443 | ||||
At March 31, | At March 31, | |||||||
2015 | 2014 | |||||||
Equity in income of investee companies | $ | 168,970 | $ | (114,408 | ) | |||
Bagatelle Investors is a holding company that has interests in two operating restaurant companies, Bagatelle NY and Bagatelle LA. All three entities were formed in 2011. The Company holds interests in all three entities. The Company holds a 31.24% ownership over Bagatelle Investors as of March 31, 2015 and December 31, 2014. The Company holds a 5.23% direct ownership over Bagatelle NY and has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 45.90% for a total effective ownership of 51.13% as of March 31, 2015 and December 31, 2014. The Company holds a 5.23% direct ownership over Bagatelle LA and has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 38.10% for a total effective ownership of 43.33% as of March 31, 2015 and December 31, 2014. The Company holds a 10% direct ownership over One29 Park as of March 31, 2015 and December 31, 2014. The Company accounts for its investment in One29 Park under the equity method since it has ability to exercise significant influence over the entity. | ||||||||
During the quarter and year ended March 31, 2015 and December 31, 2014, respectively, the Company provided no explicit or implicit financial or other support to these VIEs that were not previously contractually required. | ||||||||
The amounts presented above represent maximum exposure to loss. |
Related_party_transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions: |
Due from related parties consists of amounts related to the Company and its related entities which arose from noninterest bearing cash advances and are expected to be repaid within the next twelve months. Included in other assets are noninterest bearing cash advances made to related parties that are not expected to be repaid within the next twelve months. As of March 31, 2015 and December 31, 2014, these advances aggregated to a total of $1,347,271 and $1,157,134, respectively. | |
The Company incurred approximately $94,000and 123,000 for the three months ended March 31, 2015 and 2014, respectively, for design services at various restaurants to an entity owned by one of the Company’s shareholders. | |
The Company incurred approximately $45,000 and $118,000 for the three months ended March 31, 2015 and 2014, respectively, for legal fees to an entity owned by one of the Company’s shareholders. Included in accounts payable and accrued expenses at March 31, 2015 and December 31, 2014 is a balance due to this entity of approximately $36,000 and $70,000, respectively. | |
The Company incurred approximately $1,484,000 and $662,000 for the three months ended March 31, 2015 and 2014, respectively, for construction services to an entity owned by one of the Company’s shareholders. Included in accounts payable at March 31, 2015 and December 31, 2014 is a balance due to this entity of $11,000 and $11,000, respectively. |
Derivative_liability
Derivative liability | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||
Derivative liability | Derivative liability: | |||||||
On October 16, 2013, the Merger provided for up to an additional $14,100,000 of payments to the former holders of ONE Group membership interests (the "TOG Members") and to a liquidating trust (the "Liquidating Trust") established for the benefit of the TOG Members and the holders of warrants to acquire membership interests of ONE Group (the "TOG Warrant Owners") based on a formula as described in the Merger Agreement and which is contingent upon the exercise of outstanding Company warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share (the “Parent Warrants”). The Company is required to make any payments on a monthly basis. Additionally, certain ONE Group employees are entitled to receive a contingent sign-on bonus of an aggregate of approximately $900,000 upon the exercise of the Parent Warrants. Any Parent Warrants that are unexercised will expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Company’s Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on February 27, 2014. | ||||||||
The Company estimates the fair value of the derivative liability using the Monte Carlo method, which is comprised of the $14,100,000 in payments and the $900,000 in contingent sign-on bonus for a total of $15,000,000. The fair value of the derivative liability was initially measured on October 16, 2013 and is re-measured at the end of every reporting period with the change in value over the period reported in the statements of operations and comprehensive income (loss) as a derivative income. In applying the Monte Carlo method, the Company uses the following key inputs and assumptions; the stock price on the valuation date, the exercise price of the warrants of $5.00, the trigger price of $6.25, the expected volatility which is based on an analysis of comparable companies historical stock price volatilities for a period comparable to the term of the warrants, the expected months until effective registration statement, the term based on the period from the valuation date until the two-year period following the expected date of the effective registration, the risk-free rate based on the rate of US treasury securities with the same term and the discount rate based on the aggregate of the expected short-term margin and the risk-free rate. | ||||||||
The following tables summarize the components of derivative liabilities: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Fair value of derivative liability (3) | $ | 6,855,000 | $ | 6,241,000 | ||||
Significant assumptions (or ranges): | ||||||||
Trading market values (1) | $ | 5 | $ | 4.85 | ||||
Term (years) (2) | 10 months, 28 days | 1 year, 58 days | ||||||
Expected volatility (1) | 29.5 | % | 26.8 | % | ||||
Risk-free rate (2) | 0.24 | % | 0.32 | % | ||||
Discount rate (3) | 1.1 | % | 1.18 | % | ||||
Effective Exercise price (2) | $ | 5 | $ | 5 | ||||
Trigger price (2) | $ | 6.25 | $ | 6.25 | ||||
Expected months until effective registration (3) | 0 | 0 | ||||||
Fair value hierarchy: | ||||||||
-1 | Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived therefrom. | |||||||
-2 | Level 2 inputs are inputs other than quoted prices that are observable. | |||||||
-3 | Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. | |||||||
The Company recorded $614,000 of expense on the adjustment of the derivative liability balance for the three months ended March 31, 2015. |
Commitments_and_contingencies
Commitments and contingencies | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Commitments and contingencies | Commitments and contingencies: | ||||||||||||
Operating leases: | |||||||||||||
The Company is obligated under several operating leases for the restaurants, equipment and office space, expiring in various years through 2031, which provide for minimum annual rentals, escalations, percentage rent, common area expenses or increases in real estate taxes. | |||||||||||||
Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to March 31, 2015 and thereafter are as follows: | |||||||||||||
Year Ending | Expense | Income | Net | ||||||||||
December 31, | Amount | ||||||||||||
2015 | $ | 5,012,472 | $ | (933,409 | ) | $ | 4,079,063 | ||||||
2016 | 7,313,292 | (1,279,269 | ) | 6,034,023 | |||||||||
2017 | 7,086,209 | (1,059,545 | ) | 6,026,664 | |||||||||
2018 | 7,209,596 | (1,079,640 | ) | 6,129,956 | |||||||||
2019 | 7,372,206 | (1,116,229 | ) | 6,255,977 | |||||||||
Thereafter | 89,522,104 | (3,084,946 | ) | 86,437,158 | |||||||||
Total | $ | 123,515,879 | $ | (8,553,038 | ) | $ | 114,962,841 | ||||||
Rent expense (including percentage rent of $79,718 and $108,078 for the three months ended March 31, 2015 and 2014, respectively), included in continued operations, amounted to $851,519 and $966,656 for the three months ended March 31, 2015 and 2014, respectively. Rent expense included in continuing operations has been reported in the consolidated statements of operations and comprehensive loss net of rental income of $183,081 and $194,893 for the three months ended March 31, 2015 and 2014, respectively, related to subleases with related and unrelated parties which expire through 2025. | |||||||||||||
License and management fees: | |||||||||||||
Pursuant to its amended and restated operating agreement executed in June 2007, Bridge Hospitality, LLC is obligated to pay management fees equal to 2% of revenues to a member for the life of the agreement. Management fees amounted to $20,629 and $21,082 for the three months ended March 31, 2015 and 2014, respectively. Included in accounts payable at March 31, 2015 and December 31, 2014 are amounts due for management fees of $6,219 and $8,180, respectively. | |||||||||||||
In January 2010, STK Vegas entered into a management agreement with a third party for a term of 10 years, with two five-year option periods. Under this agreement, STK Vegas shall receive a management fee equal to 5% of gross sales, as defined (“gross sales fee”) plus 20% of net profits prior to the investment breakeven point date and 43% of net profits thereafter (“incentive fee”). In addition, STK Vegas is entitled to receive a development fee equal to $200,000. The Company has elected to receive a credit against a portion of its obligation (estimated at approximately $387,000) to fund the build-out in lieu of receiving the $200,000. Management fees amounted to $1,321,430 and $1,240,408 for the three months ended March 31, 2015 and 2014, respectively. | |||||||||||||
In July 2009, One 29 Park Management entered into an agreement with a third party. Under this agreement, One 29 Park Management shall receive a management fee equal to 5% of gross revenues, as defined, from the restaurant, banquets, room service and rooftop sales and 50% of the base beverage fee, as defined, for the life of the management agreement which expires in 2025. Management fees amounted to $112,853 and $117,324 for the three months ended March 31, 2015 and 2014, respectively. | |||||||||||||
In July 2010, Hip Hospitality UK entered into a management agreement with a third party to manage and operate the food and beverage operations in the Hippodrome Casino in London. Under this agreement, Hip Hospitality UK shall receive a management fee equal to 5.5% of total revenue, as defined, as well as an incentive fee if certain conditions are met, for the life of the management agreement which expires in 2022. Management fees amounted to $172,612 and $185,983 for the three months ended March 31, 2015 and 2014, respectively. Included in accounts receivable and other assets at March 31, 2015 and December 31, 2014 are amounts due for management fees and reimbursable expenses of $202,635 and $377,320, respectively. | |||||||||||||
In December 2011, TOG Aldwych entered into a management agreement with a third party to operate a restaurant, bar and lounges in the ME Hotel in London. Under this agreement, TOG Aldwych shall receive a management fee equal to 5% of receipts received from food and beverages operations. In addition, TOG Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received from food and beverages operations and an additional fee equal to 65% of net operating profits, as defined, for the life of the management agreement which expires in 2032. Management fees amounted to $267,515 and $307,017 for the three months ended March 31, 2015 and 2014, respectively. Included in accounts receivable at March 31, 2015 and December 31, 2014 are amounts due for management fees of $302,865 and $200,124, respectively. |
Discontinued_operations
Discontinued operations | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Discontinued operations | Discontinued operations: | |||||||
Management decided to cease operations for the following entities in 2014: Miami Services and Tenjune. | ||||||||
On May 1, 2014 the Company entered into a settlement agreement and mutual general release with the landlord of the Bagatelle in Las Vegas, which closed in 2014. In connection with this release, the Company agreed to make certain payments to the landlord and on May 22, 2014 made a payment for the remaining balance on an operating lease for certain equipment that was at the location. | ||||||||
On May 30, 2014 the Company entered into a termination, mutual release and settlement agreement with a third party in Las Vegas (“Owners”) for the management agreement for the Heraea property and the lease agreement for the Xi Shi property in Las Vegas. In connection with this release, the Company agreed to make certain payments to the Owners. | ||||||||
The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's consolidated balance sheets as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Cash and cash equivalents | $ | 1,332 | $ | 1,312 | ||||
Accounts receivable | — | 2,415 | ||||||
Inventory | — | 15,609 | ||||||
Prepaid expenses and other current assets | 47,556 | 48,340 | ||||||
Due from related parties | 811,403 | 814,227 | ||||||
Assets of discontinued operations - current | 860,291 | 881,903 | ||||||
Property and equipment, net | 169,175 | 169,175 | ||||||
Security deposits | 75,000 | 75,000 | ||||||
Assets of discontinued operations - long term | 244,175 | 244,175 | ||||||
Accounts payable and accrued liabilities | 534,323 | 551,266 | ||||||
Due to related parties | 3,653,969 | 3,654,552 | ||||||
Liabilities of discontinued operations - current | 4,188,292 | 4,205,818 | ||||||
Deferred rent payable | — | — | ||||||
Net assets | $ | (3,083,826 | ) | $ | (3,079,740 | ) | ||
Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenue | $ | — | $ | 102,330 | ||||
Costs and Expenses | 3,138 | 1,027,504 | ||||||
Net income loss from discontinued operations | $ | (3,138 | ) | $ | (925,174 | ) |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation: |
The Company is party to claims in lawsuits incidental to its business. In the opinion of management, the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or results of operations. |
Stockholders_equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity: |
The Company is authorized by its amended and restated certificate of incorporation to issue up to 75,000,000 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 31, 2015 and December 31, 2014, there were 24,940,195, outstanding shares of Common Stock and no outstanding shares of preferred stock. |
Stockbased_compensation
Stock-based compensation | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-based compensation | Stock-based compensation: | ||||||||||||
In October 2013, the board of directors approved the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”) pursuant to which the Company may issue options, warrants, restricted stock or other stock-based awards to directors, officers, key employees and other key individuals performing services for the Company. The 2013 Plan has reserved 4,773,992 shares of common stock for issuance. All awards will be approved by the board of directors or a committee of the board of directors to be established for such purpose. | |||||||||||||
The Company’s outstanding stock options have maximum contractual terms of up to ten years, principally vest on a quarterly basis ratably over five years and were granted at exercise prices equal to the market price of the Company’s common stock on the date of grant. The Company’s outstanding stock options are exercisable into shares of the Company’s common stock. The Company measures the cost of employee services received in exchange for an award of equity instruments, including grants of employee stock options and restricted stock awards, based on the fair value of the award at the date of grant in accordance with the modified prospective method. The Company uses the Black-Scholes model for purposes of determining the fair value of stock options granted and recognizes compensation costs ratably over the requisite service period, net of estimated forfeitures. For restricted stock awards, the grant-date fair value is the quoted market price of the stock. | |||||||||||||
As of March 31, 2015, all 2,024,078 shares granted were excluded from the calculation of dilutive earnings per share as their effect would have been anti-dilutive. | |||||||||||||
For the three months ended March 31, 2015 and 2014, the Company recognized $178,000 and $72,191 of non-cash stock-based compensation expense, respectively, in general and administrative expense in the consolidated statements of operations. | |||||||||||||
As of March 31, 2015, there was approximately $4,950,527 of total unrecognized compensation cost related to unvested share-based compensation grants, which is expected to be amortized over a weighted-average period of 4.9 years. | |||||||||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following weighted-average assumptions: | |||||||||||||
Three months ended March 31, 2015 | |||||||||||||
Expected life (in years) | 6.5 | ||||||||||||
Risk-free interest rate | 1.5 | % | |||||||||||
Volatility | 37 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
A summary of the status of stock option awards and changes during the three months ended March 31, 2015 are presented below: | |||||||||||||
Shares | Weighted | Weighted | Intrinsic | ||||||||||
Average | Average | Value | |||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Life (Years) | |||||||||||||
Outstanding at December 31, 2013 | 766,578 | $ | 5 | ||||||||||
2014 grants | 1,280,000 | $ | 5.07 | ||||||||||
Exercised | — | — | |||||||||||
Cancelled, expired, or forfeited | 22,500 | — | |||||||||||
Outstanding at December 31, 2014 and March 31, 2015 | 2,024,078 | $ | 5.04 | 8.99 | $ | — | |||||||
Exercisable at March 31, 2015 | 422,700 | $ | 5.07 | 8.99 | $ | — | |||||||
The weighted-average grant-date fair value of option awards granted, vested and non-vested during the three months ended March 31, 2015 was $1.88. |
Segment_reporting
Segment reporting | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment reporting | Segment reporting: | |||||||
The Company operates in three segments: owned STK units ("STKs"), food and beverage hospitality management agreements ("F&B") and Other concepts ("Other"). We believe STKs, F&B and Other to be our reportable segments as they do not have similar economic or other characteristics to be aggregated into a single reportable segment. Our STKs segment consists of leased restaurant locations and competes in the full service dining industry. Our F&B segment consists of management agreements in which the Company operates the food and beverage services in hotels or casinos and could include an STK, which we refer to as managed STK units. We refer to owned STK units and managed STK units together as “STK units”. These management agreements generate management and incentive fees on net revenue at each location. Our Other segment includes owned non-STK leased locations. | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenues: | ||||||||
STKs | $ | 8,535,358 | $ | 7,449,049 | ||||
F&B | 2,051,276 | 2,119,028 | ||||||
Other | 1,189,943 | 704,843 | ||||||
$ | 11,776,577 | $ | 10,272,920 | |||||
Segment Profits (loss): | ||||||||
STKs | $ | 325,318 | $ | 386,397 | ||||
F&B | 2,051,276 | 2,119,028 | ||||||
Other | (106,396 | ) | 138,795 | |||||
Total segment profit | 2,270,198 | 2,644,220 | ||||||
General and administrative | 2,444,526 | 1,907,254 | ||||||
Depreciation and amortization | 420,123 | 323,806 | ||||||
Interest expense, net of interest income | (5,229 | ) | 18,923 | |||||
Other | 1,215,494 | 274,637 | ||||||
Income (loss) from continuing operations before provision for income taxes | $ | (1,804,716 | ) | $ | 119,600 | |||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Property & equipment, net: | ||||||||
STKs | $ | 18,814,417 | $ | 17,456,993 | ||||
F&B | 885,056 | 229,771 | ||||||
Other | 1,098,076 | 1,128,861 | ||||||
Total | 20,797,549 | 18,815,625 | ||||||
Geographic_information
Geographic information | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Geographic information | Geographic information: | |||||||
The following table contains certain financial information by geographic location for the three months ended March 31, 2015 and 2014: | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
United States: | ||||||||
Revenues - owned units | $ | 9,725,302 | $ | 8,153,892 | ||||
Management, incentive and royalty fee revenue | 1,918,964 | 1,658,578 | ||||||
Foreign: | ||||||||
Revenues - owned units | $ | — | $ | — | ||||
Management and development fee revenue | 132,312 | 460,450 | ||||||
The following table contains certain financial information by geographic location at March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
United States: | ||||||||
Net assets | $ | 9,694,771 | $ | 6,290,470 | ||||
Foreign: | ||||||||
Net assets | $ | 1,561,882 | $ | 890,464 | ||||
Subsequent_events
Subsequent events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events: |
On May 8, 2015 the Company's common stock began trading on the NASDAQ Capital Market under the symbol "STKS". | |
On May 11, 2015 the Company opened its second European STK location at the new ME Milan Il Duca hotel in Milan, Italy. The Company will also operate the food and beverage services at the hotel. |
Business_and_basis_of_presenta1
Business and basis of presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of consolidation | Principles of consolidation: |
The accompanying consolidated financial statements of The ONE Group Hospitality, Inc. and subsidiaries include the accounts of ONE Group and its subsidiaries, Little West 12th LLC (“Little West 12th” ), One-LA, L.P. (“One LA”), Bridge Hospitality, LLC (“Bridge”), STK-LA, LLC (“STK-LA”), WSATOG (Miami), LLC (“WSATOG”), STK Miami Service, LLC (“Miami Services”), STK Miami, LLC (“STK Miami”), Basement Manager, LLC (“Basement Manager”), JEC II, LLC (“JEC II”), One TCI Ltd. (“One TCI”), One Marks, LLC (“One Marks”), MPD Space Events LLC (“MPD”), One 29 Park Management, LLC (“One 29 Park Management”), STK Midtown Holdings, LLC (“Midtown Holdings”), STK Midtown, LLC (“STK Midtown”), STKOUT Midtown, LLC (“STKOUT Midtown”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), One Atlantic City, LLC (“One Atlantic City”), Asellina Marks LLC (“Asellina Marks”), Heraea Vegas, LLC (“Heraea”), Xi Shi Las Vegas, LLC (“Xi Shi Las Vegas”), T.O.G. (UK) Limited (“TOG UK”), Hip Hospitality Limited (“Hip Hospitality UK”), T.O.G. (Aldwych) Limited (“TOG Aldwych”), CA Aldwych Limited (“CA Aldwych"), T.O.G. (Milan) S.r.l. ("TOG Milan"), BBCLV, LLC (“BBCLV”), STK DC, LLC (“STK DC”), STK Orlando, LLC ("STK Orlando"), STK Chicago, LLC ("STK Chicago"), TOG Biscayne, LLC ("TOG Biscayne"), STK Westwood, LLC ("STK Westwood") and STK Denver, LLC ("STK Denver"). The entities are collectively referred to herein as the “Company” or “Companies,” as appropriate, and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share |
Basic net income (loss) per common share is based upon the weighted-average common shares outstanding during the period. Diluted net income (loss) per common share reflects the potential dilution that would occur if common stock equivalent securities or other contracts to issue common stock were exercised or converted into common stock. | |
Fair value measurements | Fair value measurements |
The carrying amount of the Company’s accounts receivable, short-term debt, accounts payable and accrued expenses approximate fair value because of the short term nature of the financial instruments | |
Nature of business: | Nature of business: |
The Company is a hospitality company that develops and operates upscale, high-energy restaurants and lounges and provides turn-key food and beverage services for hospitality venues including hotels, casinos and other high-end locations in the United States and England. As of March 31, 2015, the Company owned and operated nine (9) and managed eight (8) restaurants and lounges, including eight (8) STKs throughout the United States and one (1) in England. Eight (8) of our locations are operated under our five (5) food and beverage hospitality management agreements, in which we provide comprehensive food and beverage services for our hospitality clients. | |
Unaudited interim financial information | Unaudited interim financial information: |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or for any other interim period or other future year. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes for the fiscal year ended December 31, 2014 included in the Company’s Annual Report filed on Form 10-K/A for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2015. |
Inventory_Tables
Inventory (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory | Inventory consisted of the following: | |||||||
At March 31, | At December 31, | |||||||
2015 | 2014 | |||||||
Food | $ | 189,530 | $ | 134,355 | ||||
Beverages | 753,873 | 1,004,950 | ||||||
Totals | $ | 943,403 | $ | 1,139,305 | ||||
Property_and_equipment_net_Tab
Property and equipment, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | Property and equipment, net consisted of the following: | |||||||
At March 31, | At December 31, | |||||||
2015 | 2014 | |||||||
Furniture, fixtures and equipment | $ | 6,909,888 | $ | 7,336,956 | ||||
Leasehold improvements | 23,311,449 | 20,719,230 | ||||||
Less accumulated depreciation and amortization | 13,525,326 | 13,833,271 | ||||||
16,696,011 | 14,222,915 | |||||||
Construction in progress | 3,369,242 | 3,871,670 | ||||||
Restaurant supplies | 732,296 | 721,040 | ||||||
Total | $ | 20,797,549 | $ | 18,815,625 | ||||
Accrued_expenses_Tables
Accrued expenses (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accrued Expenses | Accrued expenses consisted of the following: | |||||||
At March 31, | At December 31, | |||||||
2015 | 2014 | |||||||
Sales tax payable | $ | 615,951 | $ | 168,172 | ||||
Payroll and related | 1,082,208 | 435,259 | ||||||
Utilities | 331,536 | — | ||||||
Rent | 39,970 | — | ||||||
Income taxes payable | — | 494,152 | ||||||
Due to hotels | 200,000 | 200,000 | ||||||
Legal | — | 86,182 | ||||||
Other | 592,063 | 620,939 | ||||||
Totals | $ | 2,861,728 | $ | 2,004,704 | ||||
Nonconsolidated_variable_inter1
Nonconsolidated variable interest entities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Schedule of Nonconsolidated Variable Interest Entities | At March 31, 2015 and December 31, 2014, the Company held the following investments: | |||||||
At March 31, | At December 31, | |||||||
2015 | 2014 | |||||||
Bagatelle NY LA Investors, LLC ("Bagatelle Investors") | $ | 261,670 | $ | 357,896 | ||||
Bagatelle Little West 12 th , LLC ( "Bagatelle NY") | 2,003,277 | 1,938,252 | ||||||
Bagatelle La Cienega, LLC ("Bagatelle LA") | — | — | ||||||
One 29 Park, LLC | 532,138 | 506,295 | ||||||
Totals | $ | 2,797,085 | $ | 2,802,443 | ||||
At March 31, | At March 31, | |||||||
2015 | 2014 | |||||||
Equity in income of investee companies | $ | 168,970 | $ | (114,408 | ) | |||
Derivative_liability_Tables
Derivative liability (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||
Schedule of Components of Derivative Liabilities | The following tables summarize the components of derivative liabilities: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Fair value of derivative liability (3) | $ | 6,855,000 | $ | 6,241,000 | ||||
Significant assumptions (or ranges): | ||||||||
Trading market values (1) | $ | 5 | $ | 4.85 | ||||
Term (years) (2) | 10 months, 28 days | 1 year, 58 days | ||||||
Expected volatility (1) | 29.5 | % | 26.8 | % | ||||
Risk-free rate (2) | 0.24 | % | 0.32 | % | ||||
Discount rate (3) | 1.1 | % | 1.18 | % | ||||
Effective Exercise price (2) | $ | 5 | $ | 5 | ||||
Trigger price (2) | $ | 6.25 | $ | 6.25 | ||||
Expected months until effective registration (3) | 0 | 0 | ||||||
Fair value hierarchy: | ||||||||
-1 | Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived therefrom. | |||||||
-2 | Level 2 inputs are inputs other than quoted prices that are observable. | |||||||
-3 | Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. |
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Schedule of Future Minimum Rental Payments | Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to March 31, 2015 and thereafter are as follows: | ||||||||||||
Year Ending | Expense | Income | Net | ||||||||||
December 31, | Amount | ||||||||||||
2015 | $ | 5,012,472 | $ | (933,409 | ) | $ | 4,079,063 | ||||||
2016 | 7,313,292 | (1,279,269 | ) | 6,034,023 | |||||||||
2017 | 7,086,209 | (1,059,545 | ) | 6,026,664 | |||||||||
2018 | 7,209,596 | (1,079,640 | ) | 6,129,956 | |||||||||
2019 | 7,372,206 | (1,116,229 | ) | 6,255,977 | |||||||||
Thereafter | 89,522,104 | (3,084,946 | ) | 86,437,158 | |||||||||
Total | $ | 123,515,879 | $ | (8,553,038 | ) | $ | 114,962,841 | ||||||
Discontinued_operations_Tables
Discontinued operations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Schedule of components of assets and liabilities that are classified as discontinued operations | The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's consolidated balance sheets as of March 31, 2015 and December 31, 2014: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Cash and cash equivalents | $ | 1,332 | $ | 1,312 | ||||
Accounts receivable | — | 2,415 | ||||||
Inventory | — | 15,609 | ||||||
Prepaid expenses and other current assets | 47,556 | 48,340 | ||||||
Due from related parties | 811,403 | 814,227 | ||||||
Assets of discontinued operations - current | 860,291 | 881,903 | ||||||
Property and equipment, net | 169,175 | 169,175 | ||||||
Security deposits | 75,000 | 75,000 | ||||||
Assets of discontinued operations - long term | 244,175 | 244,175 | ||||||
Accounts payable and accrued liabilities | 534,323 | 551,266 | ||||||
Due to related parties | 3,653,969 | 3,654,552 | ||||||
Liabilities of discontinued operations - current | 4,188,292 | 4,205,818 | ||||||
Deferred rent payable | — | — | ||||||
Net assets | $ | (3,083,826 | ) | $ | (3,079,740 | ) | ||
Schedule of Discontinued Operations | Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the three months ended March 31, 2015 and 2014: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenue | $ | — | $ | 102,330 | ||||
Costs and Expenses | 3,138 | 1,027,504 | ||||||
Net income loss from discontinued operations | $ | (3,138 | ) | $ | (925,174 | ) |
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Award Using Black-Scholes Valuation Model | The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following weighted-average assumptions: | ||||||||||||
Three months ended March 31, 2015 | |||||||||||||
Expected life (in years) | 6.5 | ||||||||||||
Risk-free interest rate | 1.5 | % | |||||||||||
Volatility | 37 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Summary of Stock Option Activity Under Stock Option and Incentive Plans | A summary of the status of stock option awards and changes during the three months ended March 31, 2015 are presented below: | ||||||||||||
Shares | Weighted | Weighted | Intrinsic | ||||||||||
Average | Average | Value | |||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Life (Years) | |||||||||||||
Outstanding at December 31, 2013 | 766,578 | $ | 5 | ||||||||||
2014 grants | 1,280,000 | $ | 5.07 | ||||||||||
Exercised | — | — | |||||||||||
Cancelled, expired, or forfeited | 22,500 | — | |||||||||||
Outstanding at December 31, 2014 and March 31, 2015 | 2,024,078 | $ | 5.04 | 8.99 | $ | — | |||||||
Exercisable at March 31, 2015 | 422,700 | $ | 5.07 | 8.99 | $ | — | |||||||
Segment_reporting_Tables
Segment reporting (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of segment information | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenues: | ||||||||
STKs | $ | 8,535,358 | $ | 7,449,049 | ||||
F&B | 2,051,276 | 2,119,028 | ||||||
Other | 1,189,943 | 704,843 | ||||||
$ | 11,776,577 | $ | 10,272,920 | |||||
Segment Profits (loss): | ||||||||
STKs | $ | 325,318 | $ | 386,397 | ||||
F&B | 2,051,276 | 2,119,028 | ||||||
Other | (106,396 | ) | 138,795 | |||||
Total segment profit | 2,270,198 | 2,644,220 | ||||||
General and administrative | 2,444,526 | 1,907,254 | ||||||
Depreciation and amortization | 420,123 | 323,806 | ||||||
Interest expense, net of interest income | (5,229 | ) | 18,923 | |||||
Other | 1,215,494 | 274,637 | ||||||
Income (loss) from continuing operations before provision for income taxes | $ | (1,804,716 | ) | $ | 119,600 | |||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Property & equipment, net: | ||||||||
STKs | $ | 18,814,417 | $ | 17,456,993 | ||||
F&B | 885,056 | 229,771 | ||||||
Other | 1,098,076 | 1,128,861 | ||||||
Total | 20,797,549 | 18,815,625 | ||||||
Geographic_information_Tables
Geographic information (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Summary of Financial Information by Geographic Location | The following table contains certain financial information by geographic location for the three months ended March 31, 2015 and 2014: | |||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
United States: | ||||||||
Revenues - owned units | $ | 9,725,302 | $ | 8,153,892 | ||||
Management, incentive and royalty fee revenue | 1,918,964 | 1,658,578 | ||||||
Foreign: | ||||||||
Revenues - owned units | $ | — | $ | — | ||||
Management and development fee revenue | 132,312 | 460,450 | ||||||
The following table contains certain financial information by geographic location at March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
United States: | ||||||||
Net assets | $ | 9,694,771 | $ | 6,290,470 | ||||
Foreign: | ||||||||
Net assets | $ | 1,561,882 | $ | 890,464 | ||||
Merger_Details
Merger (Details) (USD $) | 0 Months Ended | ||
Oct. 16, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Common stock, par value per share (in dollars per share) | 0.0001 | $0.00 | $0.00 |
The One Group [Member] | |||
Business Acquisition [Line Items] | |||
Merger exchange ratio | 8.09 |
Business_and_basis_of_presenta2
Business and basis of presentation (Details) | Mar. 31, 2015 |
agreement | |
location | |
restaurant_and_lounge | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Number of restaurants and lounges owned and operated | 9 |
Number of restaurants and lounges managed | 8 |
Number of locations operated under food and beverage hospitality management agreements | 8 |
Number of food and beverage hospitality management agreements | 5 |
United States | STKs [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Number of restaurants and lounges managed | 8 |
England | STKs [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Number of restaurants and lounges managed | 1 |
Inventory_Details
Inventory (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Inventory | $943,403 | $1,139,305 |
Food [Member] | ||
Inventory [Line Items] | ||
Inventory | 189,530 | 134,355 |
Beverages [Member] | ||
Inventory [Line Items] | ||
Inventory | $753,873 | $1,004,950 |
Property_and_equipment_net_Det
Property and equipment, net (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Less accumulated depreciation and amortization | $13,525,326 | $13,833,271 | |
Property & equipment, net | 20,797,549 | 18,815,625 | |
Depreciation and amortization | 420,123 | 315,448 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,909,888 | 7,336,956 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 23,311,449 | 20,719,230 | |
Leasehold Improvements and Furniture, Fixtures, and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property & equipment, net | 16,696,011 | 14,222,915 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,369,242 | 3,871,670 | |
Restaurant supplies [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $732,296 | $721,040 |
Accrued_expenses_Details
Accrued expenses (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $615,951 | $168,172 |
Payroll and related | 1,082,208 | 435,259 |
Utilities | 331,536 | 0 |
Rent | 39,970 | 0 |
Income taxes payable | 0 | 494,152 |
Due to hotels | 200,000 | 200,000 |
Legal | 0 | 86,182 |
Other | 592,063 | 620,939 |
Totals | $2,861,728 | $2,004,704 |
Notes_payable_Details
Notes payable (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 01, 2015 | Dec. 31, 2014 | Dec. 17, 2014 | |
installment | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $68,088 | $49,436 | |||
Interest costs capitalized | 68,088 | 0 | |||
STK Locations [Member] | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | 1,500,000 | ||||
Term Loan Agreement [Member] | Medium-term Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Face value of debt | 7,475,000 | ||||
Number of periodic payments | 60 | ||||
Periodic principal payments | 124,583 | ||||
Loan interest rate | 5.00% | ||||
Long-term debt | 7,101,250 | 7,475,000 | |||
Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, revolving credit conversion to term loan | $6,395,071 |
Nonconsolidated_variable_inter2
Nonconsolidated variable interest entities (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2011 | |
variable_interest_entity | ||||
Variable Interest Entity [Line Items] | ||||
Investments | $2,797,085 | $2,802,443 | ||
Equity in income of investee companies | 168,970 | 114,408 | -114,408 | |
Number of entities formed | 3 | |||
Bagatelle NY LA Investors, LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Investments | 261,670 | 357,896 | ||
Number of interests held in operating restaurant companies | 2 | |||
Ownership interest (percent) | 31.24% | 31.24% | ||
Bagatelle Little West 12th Street, LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Investments | 2,003,277 | 1,938,252 | ||
Ownership interest (percent) | 5.23% | 5.23% | ||
Indirect ownership interest (percent) | 45.90% | 45.90% | ||
Effective ownership interest (percent) | 51.13% | 51.13% | ||
Bagatelle La Cienega, LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Investments | 0 | 0 | ||
Ownership interest (percent) | 5.23% | 5.23% | ||
Indirect ownership interest (percent) | 38.10% | 38.10% | ||
Effective ownership interest (percent) | 43.33% | 43.33% | ||
One 29 Park LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Investments | $532,138 | $506,295 | ||
Ownership interest (percent) | 10.00% | 10.00% |
Related_party_transactions_Det
Related party transactions (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Other assets | $752,630 | $793,002 | |
Due to related parties | 0 | 19,608 | |
Non-Interest Bearing Cash Advances [Member] | |||
Related Party Transaction [Line Items] | |||
Other assets | 1,347,271 | 1,157,134 | |
Design Services [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred expenses | 94,000 | 123,000 | |
Legal Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred expenses | 45,000 | 118,000 | |
Due to related parties | 36,000 | 70,000 | |
Construction Serivces [Member] | |||
Related Party Transaction [Line Items] | |||
Incurred expenses | 1,484,000 | 662,000 | |
Due to related parties | $11,000 | $11,000 |
Derivative_liability_Details
Derivative liability (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Oct. 16, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Oct. 16, 2013 | |||||
Fair Value Measurements [Line Items] | |||||||||
Fair value of derivative liability | $6,855,000 | $6,241,000 | |||||||
Trading market values | $5 | [1] | $4.85 | [1] | |||||
Term (years) | 0 years 10 months 28 days | [2] | 1 year 58 days | [2] | |||||
Expected volatility | 29.50% | [1] | 26.80% | [1] | |||||
Risk-free rate | 0.24% | [2] | 0.32% | [2] | |||||
Discount rate | 1.10% | [3] | 1.18% | [3] | |||||
Effective Exercise price | $5 | [2] | $5 | [2] | $5 | [2] | |||
Trigger price | $6.25 | [2] | $6.25 | [2] | |||||
Expected months until effective registration | 0 months | [3] | 0 months | [3] | |||||
Derivative expense | 614,000 | 48,000 | |||||||
The One Group [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Additional payments to TOG Members | 14,100,000 | 14,100,000 | |||||||
Shares required for additional payments to TOG Members | 5,750,000 | ||||||||
Exercise price of warrants | $5 | $5 | |||||||
Aggregate contingent sign-on bonus | 900,000 | 900,000 | |||||||
Minimum price per share per agreement | $6.25 | $6.25 | |||||||
Fair value of derivative liability | $15,000,000 | $15,000,000 | |||||||
[1] | (1)Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived therefrom. | ||||||||
[2] | (2)Level 2 inputs are inputs other than quoted prices that are observable. | ||||||||
[3] | (3)Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. |
Commitments_and_contingencies_1
Commitments and contingencies (Operating Leases) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Rental Expense | ||
2015 | $5,012,472 | |
2016 | 7,313,292 | |
2017 | 7,086,209 | |
2018 | 7,209,596 | |
2019 | 7,372,206 | |
Thereafter | 89,522,104 | |
Total | 123,515,879 | |
Rental Income | ||
2015 | -933,409 | |
2016 | -1,279,269 | |
2017 | -1,059,545 | |
2018 | -1,079,640 | |
2019 | -1,116,229 | |
Thereafter | -3,084,946 | |
Total | -8,553,038 | |
Net Amount | ||
2015 | 4,079,063 | |
2016 | 6,034,023 | |
2017 | 6,026,664 | |
2018 | 6,129,956 | |
2019 | 6,255,977 | |
Thereafter | 86,437,158 | |
Total | 114,962,841 | |
Percentage rent | 79,718 | 108,078 |
Rent expense | 851,519 | 966,656 |
Rental income related to subleases | $183,081 | $194,893 |
Commitments_and_contingencies_2
Commitments and contingencies (License and Management Fees) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||
Jun. 30, 2007 | Mar. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2010 | Mar. 31, 2014 | Jul. 31, 2009 | Jul. 31, 2010 | Dec. 31, 2011 | |
option_period | ||||||||
Bridge [Member] | ||||||||
License and Management Fees [Line Items] | ||||||||
Management fee payable, percent of gross revenue | 2.00% | |||||||
Management fees | $20,629 | $21,082 | ||||||
Management fee payable | 6,219 | 8,180 | ||||||
STK-Vegas [Member] | ||||||||
License and Management Fees [Line Items] | ||||||||
Management fees | 1,321,430 | 1,240,408 | ||||||
Management agreement term | 10 years | |||||||
Number of five year option periods | 2 | |||||||
Management fee receivable, percent of gross sales | 5.00% | |||||||
Net profits prior to breakeven point date, percent | 20.00% | |||||||
Net profits after investment breakeven point date, percent | 43.00% | |||||||
Development fee | 200,000 | |||||||
Credit against obligation | 387,000 | |||||||
One 29 Park Management [Member] | ||||||||
License and Management Fees [Line Items] | ||||||||
Management fees | 112,853 | 117,324 | ||||||
Management fee receivable, percent of revenue | 5.00% | |||||||
Percentage of base beverage fees | 50.00% | |||||||
Hip Hospitality UK [Member] | ||||||||
License and Management Fees [Line Items] | ||||||||
Management fees | 172,612 | 185,983 | ||||||
Management fee receivable, percent of revenue | 5.50% | |||||||
Management fees receivable | 202,635 | 377,320 | ||||||
TOG Aldwych [Member] | ||||||||
License and Management Fees [Line Items] | ||||||||
Management fees | 267,515 | 307,017 | ||||||
Management fees receivable | $302,865 | $200,124 | ||||||
Management fee receivable, percent of receipts | 5.00% | |||||||
Marketing fee, percent of food and beverage receipts | 1.50% | |||||||
Additional fee, percent of operating profits | 65.00% |
Discontinued_operations_Detail
Discontinued operations (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Cash and cash equivalents | $1,332 | $1,312 | |
Accounts receivable | 0 | 2,415 | |
Inventory | 0 | 15,609 | |
Prepaid expenses and other current assets | 47,556 | 48,340 | |
Due from related parties | 811,403 | 814,227 | |
Assets of discontinued operations - current | 860,291 | 881,903 | |
Property and equipment, net | 169,175 | 169,175 | |
Security deposits | 75,000 | 75,000 | |
Assets of discontinued operations - long term | 244,175 | 244,175 | |
Accounts payable and accrued liabilities | 534,323 | 551,266 | |
Due to related parties | 3,653,969 | 3,654,552 | |
Liabilities of discontinued operations - current | 4,188,292 | 4,205,818 | |
Deferred rent payable | 0 | 0 | |
Net assets | -3,083,826 | -3,079,740 | |
Revenues | 0 | 102,330 | |
Costs and Expenses | 3,138 | 1,027,504 | |
Net income (loss) from discontinued operations | ($3,138) | ($925,174) |
Stockholders_equity_Details
Stockholders' equity (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 16, 2013 |
Equity [Abstract] | |||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, par value per share (in dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, shares outstanding | 24,940,195 | 24,940,195 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value per share (in dollars per share) | $0.00 | $0.00 | |
Preferred stock, shares outstanding | 0 | 0 |
Stockbased_compensation_Narrat
Stock-based compensation (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted shares excluded from calculation of dilutive earnings per share | 2,024,078 | ||
Stock-based compensation | $178,000 | $72,191 | |
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Authorized shares | 4,773,992 | ||
Contractual term | 10 years | ||
Option vesting period | 5 years | ||
Stock-based compensation | 178,000 | 72,191 | |
Unrecognized compensation cost related to unvested stock-based awards | $4,950,527 | ||
Unrecognized compensation cost, recognition period | 4 years 10 months 24 days | ||
Options granted, weighted-average grant date fair value | $1.88 | ||
Expected life (in years) | 6 years 6 months | ||
Risk-free interest rate | 1.50% | ||
Volatility | 37.00% | ||
Dividend yield | 0.00% |
Stockbased_compensation_Summar
Stock-based compensation (Summary of Status of Company's Stock Option Activity) (Details) (Employee Stock Option [Member], USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Employee Stock Option [Member] | |||
Shares | |||
Beginning balance | 2,024,078 | 766,578 | 766,578 |
Granted | 1,280,000 | ||
Exercised | 0 | ||
Cancelled, expired, or forfeited | -22,500 | ||
Ending balance | 2,024,078 | 2,024,078 | |
Exercisable at end of period | 422,700 | ||
Weighted-Average Exercise Price Per Share | |||
Beginning balance | $5.04 | $5 | $5 |
Granted | $5.07 | ||
Exercised | $0 | ||
Cancelled, expired, or forfeited | $0 | ||
Ending balance | $5.04 | $5.04 | |
Exercisable at end of period | $5.07 | ||
Weighted-Average Remaining Contractual Term | |||
Ending balance | 8 years 11 months 25 days | 8 years 11 months 25 days | |
Exercisable at end of period | 8 years 11 months 25 days | ||
Aggregate Intrinsic Value | |||
Ending balance | $0 | $0 | |
Exercisable at end of period | $0 |
Segment_reporting_Details
Segment reporting (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
segment | |||
Segment reporting | |||
Number of reportable segments | 3 | ||
Revenues | $11,776,577 | $10,272,920 | |
General and administrative, net | 2,444,526 | 1,907,254 | |
Depreciation and amortization | 420,123 | 376,319 | |
Interest expense, net of interest income | -5,229 | 18,923 | |
Income (loss) from continuing operations before provision for income taxes | -1,804,716 | 119,600 | |
Property & equipment, net | 20,797,549 | 18,815,625 | |
Operating segment | |||
Segment reporting | |||
Revenues | 11,776,577 | 10,272,920 | |
Total segment profit | 2,270,198 | 2,644,220 | |
General and administrative, net | 2,444,526 | 1,907,254 | |
Depreciation and amortization | 420,123 | 323,806 | |
Interest expense, net of interest income | -5,229 | 18,923 | |
Other | 1,215,494 | 274,637 | |
Income (loss) from continuing operations before provision for income taxes | -1,804,716 | 119,600 | |
Property & equipment, net | 20,797,549 | 18,815,625 | |
STKs | Operating segment | |||
Segment reporting | |||
Revenues | 8,535,358 | 7,449,049 | |
Total segment profit | 325,318 | 386,397 | |
Property & equipment, net | 18,814,417 | 17,456,993 | |
F&B | Operating segment | |||
Segment reporting | |||
Revenues | 2,051,276 | 2,119,028 | |
Total segment profit | 2,051,276 | 2,119,028 | |
Property & equipment, net | 885,056 | 229,771 | |
Other | Operating segment | |||
Segment reporting | |||
Revenues | 1,189,943 | 704,843 | |
Total segment profit | -106,396 | 138,795 | |
Property & equipment, net | $1,098,076 | $1,128,861 |
Geographic_information_Details
Geographic information (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues - owned units | $9,725,301 | $8,153,892 | |
Management, incentive and royalty fee revenue | 2,051,276 | 2,119,028 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues - owned units | 9,725,302 | 8,153,892 | |
Management, incentive and royalty fee revenue | 1,918,964 | 1,658,578 | |
Net assets (liabilities) | 9,694,771 | 6,290,470 | |
Foreign [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues - owned units | 0 | 0 | |
Management, incentive and royalty fee revenue | 132,312 | 460,450 | |
Net assets (liabilities) | $1,561,882 | $890,464 |