Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ONE Group Hospitality, Inc. | ||
Entity Central Index Key | 1,399,520 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 25,050,628 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 41,252,050 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,597,782 | $ 1,841,872 |
Accounts receivable | 4,959,822 | 4,063,516 |
Inventory | 1,308,851 | 1,152,119 |
Other current assets | 1,811,787 | 3,559,053 |
Due from related parties, net | 415,773 | 1,337,356 |
Total current assets | 10,094,015 | 11,953,916 |
Property & equipment, net | 36,815,239 | 27,952,327 |
Investments | 3,065,557 | 2,910,362 |
Deferred tax assets | 51,031 | 10,093,672 |
Other assets | 661,936 | 691,551 |
Security deposits | 2,203,837 | 2,444,482 |
Total assets | 52,891,615 | 56,046,310 |
Current liabilities: | ||
Cash overdraft | 679,938 | 973,754 |
Long term debt, current portion | 3,153,666 | 2,680,116 |
Accounts payable | 3,761,823 | 2,501,622 |
Accrued expenses | 5,549,638 | 4,635,584 |
Deferred license revenue | 109,957 | 54,978 |
Derivative liability | 0 | 100,000 |
Due to related parties | 0 | 0 |
Deferred revenue | 612,574 | 204,033 |
Total current liabilities | 13,867,596 | 11,150,087 |
Deferred license revenue, long-term | 1,109,635 | 1,044,592 |
Due to related parties, long-term | 1,197,375 | 0 |
Long term debt net of current portion | 13,167,867 | 9,956,647 |
Deferred rent payable | 16,170,605 | 14,290,010 |
Total liabilities | 45,513,078 | 36,441,336 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 25,050,628 and 24,972,515 shares issued and outstanding at December 31, 2016 and 2015, respectively | 2,505 | 2,497 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2016 and 2015 | 0 | 0 |
Additional paid-in capital | 37,384,243 | 31,778,266 |
Accumulated deficit | (27,763,194) | (11,074,708) |
Accumulated other comprehensive loss | (1,543,951) | (420,383) |
Total stockholders’ equity | 8,079,603 | 20,285,672 |
Noncontrolling interest | (701,066) | (680,698) |
Total stockholders’ equity including noncontrolling interest | 7,378,537 | 19,604,974 |
Total Liabilities and Stockholders’ Equity | $ 52,891,615 | $ 56,046,310 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (In dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 25,050,628 | 24,972,515 |
Common stock, shares outstanding (in shares) | 25,050,628 | 24,972,515 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||
Owned unit net revenues | $ 63,948,436 | $ 52,610,182 |
Management and incentive fee revenue | 8,465,584 | 7,921,584 |
Total revenue | 72,414,020 | 60,531,766 |
Owned operating expenses: | ||
Food and beverage costs | 15,919,350 | 13,228,216 |
Unit operating expenses | 41,208,880 | 34,271,412 |
General and administrative | 11,172,764 | 10,711,002 |
Depreciation and amortization | 2,647,333 | 2,191,450 |
Impairment loss | 95,773 | 2,975,744 |
Management and royalty fees | 0 | 39,278 |
Lease termination expense | 433,278 | 0 |
Pre-opening expenses | 5,993,819 | 5,265,581 |
Transaction costs | 1,293,265 | 1,724,361 |
Equity in income of investee companies | (674,289) | (1,038,854) |
Derivative income | (100,000) | (6,141,000) |
Interest expense, net of interest income | 464,165 | 30,380 |
Other (income) expense, net | (46,451) | (513,012) |
Total costs and expenses | 78,407,887 | 62,744,558 |
Loss from continuing operations before provision for income taxes | (5,993,867) | (2,212,792) |
Provision (benefit) for income taxes | 10,369,912 | (9,316,487) |
(Loss) income from continuing operations | (16,363,779) | 7,103,695 |
Loss from discontinued operations, net of taxes | 92,090 | 2,476 |
Net (loss) income | (16,455,869) | 7,101,219 |
Less: net income attributable to noncontrolling interest | 232,617 | 170,526 |
Net (loss) income attributable to The ONE Group Hospitality, Inc. | (16,688,486) | 6,930,693 |
Amounts attributable to The ONE Group Hospitality, Inc.: | ||
(Loss) income from continuing operations | (16,596,396) | 6,933,169 |
Loss from discontinued operations, net of taxes | 92,090 | 2,476 |
Net (loss) income attributable to The ONE Group Hospitality, Inc. | (16,688,486) | 6,930,693 |
Other comprehensive loss | ||
Currency translation adjustment | (1,123,568) | (189,687) |
Comprehensive (loss) income | $ (17,812,054) | $ 6,741,006 |
Basic and diluted (loss) income per share: | ||
Continuing operations (in dollars per share) | $ (0.66) | $ 0.28 |
Discontinued operations (in dollars per share) | 0 | 0 |
Attributable to The ONE Group Hospitality, Inc. (in dollars per share) | $ (0.66) | $ 0.28 |
Shares used in computing basic and diluted income (loss) per share (in shares) | 25,078,113 | 24,960,295 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total stockholders’ equity | Noncontrolling interest |
Beginning balance (in shares) at Dec. 31, 2014 | 24,940,195 | ||||||
Beginning balance at Dec. 31, 2014 | $ 12,472,697 | $ 2,494 | $ 30,966,611 | $ (18,005,401) | $ (230,696) | $ 12,733,008 | $ (260,311) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of stock-based compensation (in shares) | 32,320 | ||||||
Issuance of stock-based compensation | 811,658 | $ 3 | 811,655 | 811,658 | |||
Member distributions | (590,913) | (590,913) | |||||
Loss on foreign currency translation | (189,687) | (189,687) | (189,687) | ||||
Issuance of detachable warrants | 0 | ||||||
Net income | $ 7,101,219 | 6,930,693 | 6,930,693 | 170,526 | |||
Ending balance (in shares) at Dec. 31, 2015 | 24,972,515 | 24,972,515 | |||||
Ending balance at Dec. 31, 2015 | $ 19,604,974 | $ 2,497 | 31,778,266 | (11,074,708) | (420,383) | 20,285,672 | (680,698) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of stock-based compensation (in shares) | 61,068 | ||||||
Issuance of stock-based compensation | 837,995 | $ 6 | 837,989 | 837,995 | |||
Member distributions | (252,985) | (252,985) | |||||
Loss on foreign currency translation | (1,123,568) | (1,123,568) | (1,123,568) | ||||
Cancellation of shares upon expiration of warrants (in shares) | (1,437,500) | ||||||
Cancellation of shares upon expiration of warrants | 0 | $ (143) | 143 | ||||
Rights Offering (in shares) | 1,454,545 | ||||||
Rights Offering | 3,862,990 | $ 145 | 3,862,845 | 3,862,990 | |||
Issuance of detachable warrants | 905,000 | 905,000 | 905,000 | ||||
Net income | $ (16,455,869) | (16,688,486) | (16,688,486) | 232,617 | |||
Ending balance (in shares) at Dec. 31, 2016 | 25,050,628 | 25,050,628 | |||||
Ending balance at Dec. 31, 2016 | $ 7,378,537 | $ 2,505 | $ 37,384,243 | $ (27,763,194) | $ (1,543,951) | $ 8,079,603 | $ (701,066) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | ||
Net (loss) income | $ (16,455,869) | $ 7,101,219 |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 2,647,333 | 2,191,450 |
Amortization of discount on warrants | 70,500 | 0 |
Deferred rent payable | 1,880,595 | 4,854,901 |
Deferred taxes | 10,042,641 | (10,058,254) |
Income from equity method investments | (674,289) | (1,038,854) |
Derivative income | (100,000) | (6,141,000) |
Stock-based compensation | 837,995 | 811,658 |
Impairment of fixed assets | 95,773 | 2,975,744 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (826,374) | (343,426) |
Inventory | (156,732) | (12,814) |
Prepaid expenses and other current assets | 1,731,286 | (973,614) |
Due from related parties, net | 811,750 | (159,574) |
Security deposits | 208,503 | (76,060) |
Other assets | 194,220 | 101,455 |
Accounts payable | 907,648 | (931,577) |
Accrued expenses | 358,677 | 2,632,803 |
Deferred revenue | 528,563 | 1,108,376 |
Net cash provided by operating activities | 2,102,220 | 2,042,433 |
Investing activities: | ||
Purchase of property and equipment | (10,609,838) | (13,582,852) |
Distribution from equity investment | 519,095 | 930,936 |
Net cash used in investing activities | (10,090,743) | (12,651,916) |
Financing activities: | ||
Cash overdraft | (293,816) | 888,156 |
Net proceeds from line of credit | 0 | 6,000,000 |
Proceeds from term promissory notes | 6,250,000 | 0 |
Repayment of term loan | (2,495,000) | (1,495,000) |
Repayment of equipment financing agreement | (226,872) | (64,282) |
Proceeds from rights offering | (3,862,990) | 0 |
Proceeds from liquidating trust | 1,197,375 | 0 |
Distributions to non-controlling interests | (252,985) | (590,913) |
Net cash provided by financing activities | 8,041,692 | 4,737,961 |
Effect of exchange rate changes on cash | (297,259) | (191,610) |
Net decrease in cash and cash equivalents | (244,090) | (6,063,132) |
Cash and cash equivalents, beginning of year | 1,841,872 | 7,905,004 |
Cash and cash equivalents, end of year | 1,597,782 | 1,841,872 |
Supplemental disclosure of cash flow data: | ||
Interest paid | 856,291 | 411,789 |
Income taxes paid | 111,600 | 474,658 |
Noncash investing and financing activities: | ||
Noncash property, fixtures and equipment additions from equipment financing | 991,141 | 721,045 |
Noncash discount on detachable warrants | $ 905,000 | $ 0 |
Merger
Merger | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Merger | Merger: On October 16, 2013, the Company closed a merger transaction (the “Merger”) with The ONE Group, LLC, a privately held Delaware limited liability company (“ONE Group”), pursuant to an Agreement and Plan of Merger, dated as of October 16, 2013 (the “Merger Agreement”), by and among 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. On June 5, 2014, the Company changed its corporate name from Committed Capital Acquisition Corporation to The ONE Group Hospitality, Inc. |
Business and summary of signifi
Business and summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and summary of significant accounting policies | Business and summary of significant accounting policies: 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 12t h LLC (“Little West 12t h” ), 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 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”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), Asellina Marks LLC (“Asellina Marks”), 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"), STK Denver, LLC ("STK Denver"), STK Texas Holdings, LLC ("Texas Holdings"), STK Texas Holdings II, LLC ("Texas Holdings II"), STK Dallas, LLC ("STK Dallas"), STK Rebel Austin, LLC ("STK Austin"), STK Rebel San Diego, LLC ("STK San Diego"), STK Rooftop San Diego, LLC ("STK Rooftop San Diego"), 9401415 Canada Ltd. ("9401415 Canada"), STK Rebel (Edinburgh) Limited ("STK Edinburgh"), and STK Ibiza, LLC ("STK Ibiza"), The ONE Group - MENA, LLC, The ONE Group - STK PR, LLC. The entities are collectively referred to herein as the “Company” or “Companies,” as appropriate, and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. Nature of business: The 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 globally. As of December 31, 2016 , we owned and operated (under lease agreements) 11 , managed (under management agreements) 13 restaurants and lounges and one restaurant operated under a licensing agreement, including 14 STKs in major metropolitan cities in the United States and Europe (of which eight are owned, five are managed and one is operated under a licensing agreement). In addition, we provided food and beverage services in six hotels and casinos, one of which is under a lease agreement and five of which are under separate management agreements. We generate management and incentive fee revenue from those restaurants and lounges that we manage on behalf of our F&B hospitality clients. ONE Group is a limited liability company (“LLC”) formed on December 3, 2004 under the laws of the State of Delaware. ONE Group is a management company, as well as holds a majority interest in the entities noted above. As per the LLC Operating Agreement of ONE Group, such LLC is set to expire on December 31, 2099. Little West 12t h is an LLC formed on February 28, 2005 under the laws of the State of Delaware. Little West 12t h , which commenced operations on September 8, 2006, operates a restaurant known as STK located in New York, New York. As per the LLC Operating Agreement of Little West 12t h , such LLC is set to expire on December 31, 2099. As of December 31, 2016 and December 31, 2015 , ONE Group has a 61.22% interest in this entity. Bridge is an LLC formed on January 4, 2005 under the laws of the State of California. Bridge operated a restaurant known as STK located on La Cienega Boulevard in Los Angeles, California. STK commenced operations on February 24, 2008 and ceased operations as an STK in June 2015. The lease was terminated at this location in October 2016. Coco de Ville, a bar and lounge located in the same building, commenced operations on May 13, 2008. On January 15, 2011, Coco de Ville ceased operations. As per the LLC Operating Agreement of Bridge, such LLC is set to expire on December 31, 2057. As of December 31, 2016 and December 31, 2015 , STK-LA has a 77% interest in this entity. STK-LA, which is wholly-owned by ONE Group, is an LLC formed on May 31, 2007 under the laws of the State of New York. STK-LA has a 77% interest in Bridge. As per the LLC Operating Agreement of STK-LA, such LLC is set to expire on December 31, 2099. WSATOG is an LLC formed on October 18, 2007 under the laws of the State of Delaware. WSATOG is a holding company that owns 100% of Miami Services and STK Miami. As per the LLC Operating Agreement of WSATOG, such LLC is set to exist in perpetuity. As of December 31, 2016 and December 31, 2015 , ONE group has a 100% interest in this entity. Miami Services, which is wholly-owned by WSATOG, is an LLC formed in October 18, 2007 under the laws of the State of Florida. Miami Services, which commenced operations on March 24, 2008, operated a food and beverage service through The Perry Hotel located in Miami Beach, Florida. On May 19, 2013, Miami Services ceased operations. As per the LLC Operating Agreement of Miami Services, such LLC is set to exist in perpetuity. STK Miami, which is wholly-owned by WSATOG, is an LLC formed on October 18, 2007 under the laws of the State of Florida. STK Miami operates an STK restaurant, and operated a bar and lounge known as Coco de Ville located in Miami Beach, Florida. STK commenced operations on January 4, 2010 and Coco de Ville commenced operations on February 4, 2010. On July 3, 2011, Coco de Ville ceased operations. On May 26, 2013, the STK restaurant temporarily closed as the building underwent renovations. On March 13, 2015, STK re-opened. As per the LLC Operating Agreement of STK Miami, such LLC is set to exist in perpetuity. Basement Manager is an LLC formed on January 12, 2006 under the laws of the State of New York. Basement Manager, which commenced operations on August 25, 2006, operated a nightclub known as Tenjune located in New York, New York. In 2014, Tenjune ceased operations. As per the LLC Operating Agreement of Basement Manager, such LLC is set to expire on December 31, 2099. As of December 31, 2016 and December 31, 2015 , Little West 12t h has a 100% interest in this entity. JEC II is an LLC formed on May 28, 2003 under the laws of the State of New York. JEC II, which commenced operations on December 2, 2003, operated a restaurant known as One Restaurant located in New York, New York. In 2010, JEC II changed its concept and name of the restaurant to The Collective. On June 11, 2011, JEC II ceased operations. As per the LLC Operating Agreement of JEC II, such LLC is set to expire on December 31, 2099. As of December 31, 2016 and December 31, 2015 , the ONE Group has a 96.14% interest in this entity. One Marks is an LLC formed on December 7, 2004 under the laws of the State of Delaware to hold the “One” trademark. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and December 31, 2015 , ONE Group has a 95.09% interest in this entity. MPD, which is wholly-owned by Little West 12t h , is an LLC formed in October 24, 2005 under the laws of the State of New York. MPD commenced operations on June 13, 2011 and operates the STK rooftop in New York, New York. It is management’s intent that such LLC will continue in existence in perpetuity. One 29 Park Management, which is wholly-owned by ONE Group, is an LLC formed on April 22, 2009 under the laws of the State of New York. One 29 Park Management owns ten percent of One 29 Park, LLC, which operates a restaurant and manages the rooftop of a hotel located in New York, New York. Operations for One 29 Park Management commenced on August 18, 2010. As per the LLC Operating Agreement of One 29 Park Management, such LLC is set to exist in perpetuity. Midtown Holdings is an LLC formed on February 9, 2010 under the laws of the State of New York. Midtown Holdings owns 100% of STK Midtown and STKOUT Midtown. As per the LLC Operating Agreement of Midtown Holdings, such LLC is set to expire on December 31, 2099. As of December 31, 2016 and December 31, 2015 ONE Group has a 100% interest in this entity. STK Midtown, which is wholly-owned by Midtown Holdings, is an LLC formed on December 30, 2009 under the laws of the State of New York. STK Midtown commenced operations on December 7, 2011 and operates a restaurant known as STK located in New York City, New York. It is management’s intent that such LLC will continue in existence in perpetuity. STK Atlanta, which is wholly-owned by ONE Group, is an LLC formed on December 9, 2009 under the laws of the State of Georgia. STK Atlanta operates a restaurant known as STK located in Atlanta, Georgia. STK commenced operations on December 15, 2011. STK Atlanta operated a restaurant known as Cucina Asellina located in Atlanta, Georgia. Cucina Asellina commenced operations on February 20, 2012 and ceased operations in December 2015 and will reopen as a private dining space. It is management’s intent that such LLC will continue in existence in perpetuity. STK Vegas, which is wholly-owned by ONE Group, is an LLC formed on November 13, 2009 under the laws of the State of Nevada. STK Vegas manages a restaurant known as STK located at the Cosmopolitan Hotel in Las Vegas, Nevada which commenced operations on December 15, 2010. It is management’s intent that such LLC will continue in existence in perpetuity. Asellina Marks is an LLC formed on December 5, 2011 under the laws of the State of Delaware to hold the “Asellina” and "Cucina Asellina" trademarks. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and December 31, 2015 , ONE Group has a 50% interest in and control of this entity. Xi Shi Las Vegas, which is wholly-owned by ONE Group, is an LLC formed on August 14, 2012 under the laws of the State of Nevada. Xi Shi Las Vegas was originally expected to commence operations in 2014 in Las Vegas, Nevada, but a determination was made in 2014 to not open Xi Shi. TOG UK was formed on July 6, 2010 under the laws of the United Kingdom. TOG UK is a holding company that owns 100% of TOG Aldwych, CA Aldwych and Hip Hospitality UK. On October 10, 2013 ONE Group executed a Transfer Agreement in which it purchased the remaining 49.99% interest in TOG UK from the previous minority stockholders in exchange for membership interest in ONE Group. As of December 31, 2016 and December 31, 2015 ONE group has a 100% interest in this entity. Hip Hospitality UK was formed on May 13, 2010 under the laws of the United Kingdom. Hip Hospitality UK is a management company that manages and operates the food and beverage operations in the Hippodrome Casino in London. Operations in the casino commenced in 2012. As of December 31, 2016 and December 31, 2015 TOG UK has a 100% interest in this entity. TOG Aldwych, which is wholly-owned by TOG UK, was formed on April 18, 2011 under the laws of the United Kingdom. TOG Aldwych is a management company that manages and operates a restaurant, bar and lounges in the ME Hotel in London. Operations at these venues within the hotel commenced in 2013. CA Aldwych, which is wholly-owned by TOG UK, was formed on July 4, 2012 under the laws of the United Kingdom. CA Aldwych is a management company that manages and operates a restaurant known as Cucina Asellina in the ME Hotel in London. Operations at the restaurant commenced in 2014. TOG Milan, which is wholly owned by TOG UK, was formed on September 18, 2014 under the laws of Italy. TOG Milan manages and operates a restaurant, bar and lounge in the ME Hotel in Milan. TOG Milan commenced operations in the ME Hotel on May 11, 2015. BBCLV is an LLC formed on March 8, 2012 under the laws of the State of Nevada. BBCLV commenced operations on October 31, 2012 and operated a restaurant known as Bagatelle in Las Vegas, Nevada. As of December 31, 2016 and December 31, 2015 , ONE Group has an 86.06% interest in this entity. In July 2013, BBCLV ceased operations. STK DC, which is wholly-owned by ONE Group, is an LLC formed on November 20, 2012 under the laws of the State of Delaware. STK DC operates a restaurant known as STK in Washington, D.C. STK commenced operations on April 25, 2014. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and December 31, 2015 , ONE Group has a 93.5% interest in this entity. In December 2016 STK DC ceased operations and the lease for this location was terminated. STK Orlando, which is wholly-owned by ONE Group, is an LLC formed on October 3, 2013 under the laws of the State of Florida. STK Orlando operates a restaurant known as STK in Orlando, Florida. STK commenced operations on May 25, 2016. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and December 31, 2015 , ONE Group has a 100% interest in this entity. TOG Biscayne, which is wholly-owned by ONE Group, is an LLC formed on January 3, 2014 under the laws of the State of Florida. TOG Biscayne is a management company that manages and operates the food and beverage operations of the ME Hotel in Miami, Florida. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and December 31, 2015, ONE Group has a 100% interest in this entity. STK Chicago, which is wholly-owned by ONE Group, is an LLC formed on June 3, 2014 under the laws of the State of Illinois. STK Chicago operates a restaurant known as STK in Chicago, Illinois. STK Chicago commenced operations on October 1, 2015. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and December 31, 2015 , ONE Group has a 100% interest in this entity. STK Westwood, which is wholly-owned by ONE Group, is an LLC formed on August 20, 2014 under the laws of the State of California. STK Westwood operates the food and beverage operations and a restaurant known as STK, in the W Hotel in Los Angeles, California. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and December 31, 2015 , ONE Group has a 100% interest in this entity. STK Denver, which is wholly-owned by ONE Group, is an LLC formed on October 20, 2014 under the laws of the State of Colorado. STK Denver operates a restaurant known as STK in Denver, Colorado. STK Denver commenced operations on January 17, 2017. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and December 31, 2015 , ONE Group has a 100% interest in this entity. Texas Holdings, which is wholly-owned by ONE Group, is an LLC formed on August 24, 2015 under the laws of the State of Delaware. Texas Holdings owns 100% of Texas Holdings II. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 , ONE Group has a 100% interest in this entity. Texas Holdings II, which is wholly-owned by Texas Holdings, is an LLC formed on August 24, 2015 under the laws of the State of Delaware. Texas Holdings II owns 100% STK Dallas and STK Austin. It is management's intent that such LLC will continue in existence in perpetuity. STK Dallas, which is wholly-owned by Texas Holdings II, is an LLC formed on May 18, 2015 under the laws of the State of Texas. STK Dallas will operate a restaurant known as STK in Dallas, Texas. It is management’s intent that such LLC will continue in existence in perpetuity. STK Austin, which is wholly-owned by Texas Holdings II, is an LLC formed on May 18, 2015 under the laws of the State of Texas. STK Austin will operate a restaurant known as STK in Austin, Texas. It is management's intent that such LLC will continue in existence in perpetuity. STK San Diego, which is wholly-owned by ONE Group, is an LLC formed on May 18, 2015 under the laws of the State of California. STK San Diego will operate a restaurant known as STK in the Andaz Hotel in San Diego, California. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and 2015, ONE Group has a 100% interest in this entity. STK Rooftop San Diego, which is wholly-owned by ONE Group, is an LLC formed on May 18, 2015 under the laws of the State of California. STK Rooftop San Diego operates a rooftop restaurant, lounge and bar known as STK Rooftop in the Andaz Hotel in San Diego, California. STK Rooftop San Diego commenced operations in September 2016. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2016 and 2015, ONE Group has a 100% interest in this entity. 9401415 Canada was formed on August 10, 2015 under the laws of Canada. 9401415 Canada manages a restaurant known as STK in Toronto, Canada. STK Toronto commenced operations on September 30, 2016. As of December 31, 2016, ONE Group has a 100% interest in this entity. STK Rebel Edinburgh, which is wholly-owned by TOG UK, was formed on June 12, 2015 under the laws of the United Kingdom. STK Edinburgh was to operate a restaurant known as STK in Edinburgh, Scotland. This entity was put into liquidation in February 2017 and will not open an STK. The ONE Group-MENA, LLC, which is wholly-owned by ONE Group, is an LLC formed on August 20, 2015 under the laws of the State of Delaware. The ONE Group-MENA, LLC entered into a license agreement to grant a license to the licensee to open and operate up to three STK restaurants in Abu Dhabi and Dubai. It is management's intent that such LLC will continue to exist in perpetuity. As of December 31, 2016, ONE Group has a 100% interest in this entity. STK Ibiza which is wholly-owned by ONE Group, is an LLC formed on September 3, 2015 under the laws of the State of Delaware. STK Ibiza entered into a license agreement to grant a license to the licensee to open and operate an STK restaurant in the Ibiza Corso Hotel and Spa at Marina Botafoch in Ibiza Town, Spain. STK Ibiza commenced operations in July 2016. It is management's intent that such LLC will continue to exist in perpetuity. As of December 31, 2016 and 2015, ONE Group has a 100% interest in this entity. The ONE Group - STKPR, LLC, which is wholly-owned by ONE Group, is an LLC formed on March 29, 2016 under the laws of the State of Delaware. The ONE Group-STKPR, LLC entered into a license agreement to grant a license to the licensee to open and operate an STK restaurant and beach venue in Puerto Rico. It is management's intent that such LLC will continue to exist in perpetuity. As of December 31, 2016, ONE Group has a 100% interest in this entity. Use of estimates: The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Investments: Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s consolidated balance sheets and statements of operations and comprehensive (loss) income; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in loss of Investee companies” in the consolidated statements of operations and comprehensive income. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investments” in the Company’s consolidated balance sheets. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. See Note 8 for names of entities accounted for under the equity method. The Company’s investments are evaluated for impairment whenever events or changes in circumstances indicate their carrying values may not be recoverable Fair value of financial instruments: The carrying amounts of cash, receivables, accounts payable and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The carrying values of the term loan, promissory notes and borrowings from equipment financing approximate their fair values since the terms of these instruments have been recently negotiated. Cash and cash equivalents: The Company’s cash and cash equivalents are defined as cash and short-term highly liquid investments with an original maturity of three months or less from the date of purchase. The Company’s cash and cash equivalents consist of cash in banks as of December 31, 2016 and 2015 . Concentrations of credit risk: Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and accounts receivable, which include credit card receivables. At times, the Company’s cash may exceed federally insured limits. At December 31, 2016 and 2015 , the Company has cash balances in excess of federally insured limits in the amount of approximately $789,157 and $897,383 , respectively. Concentrations of credit risk with respect to credit card receivables are limited. Credit card receivables are anticipated to be collected within three business days of the transaction. Our STK locations in New York and Las Vegas represented approximately 9% (Downtown), 9% (Midtown) and 17% (Las Vegas) and our food and beverage operations at the ME Hotel in London represented approximately 11% of our total revenues (both owned and managed properties) for the year ended December 31, 2016 . Our STK locations in New York and Las Vegas represented approximately 10% (Downtown), 9% (Midtown) and 17% (Las Vegas) and our food and beverage operations at the ME Hotel in London represented approximately 15% of our total revenues (both owned and managed properties) for the year ended December 31, 2015 . The Company closely monitors the extension of credit to its noncredit card customers while maintaining allowances for potential credit losses, if required. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, if required, based on a history of past write-offs and collections and current credit considerations. The allowance for uncollectible accounts receivable totaled $0 at December 31, 2016 and 2015 . The determination of the allowance for uncollectible accounts receivable includes a number of factors, including the age of the accounts, past experience with the accounts, changes in collection patterns and general industry conditions. Noncontrolling interest: Noncontrolling interest related to the Company’s ownership interests of less than 100% is reported as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest in the Company’s earnings is reported as net income attributable to the noncontrolling interest in the consolidated statements of operations and comprehensive income. Foreign currency translation: Assets and liabilities of foreign operations are translated into U.S. dollars at year end exchange rates and revenues and expenses are translated at average monthly exchange rates. Gains or losses resulting from the translation of foreign subsidiaries represent other comprehensive income (loss) and are accumulated as a separate component of stockholders’ equity. Currency translation gains or (losses) are recorded in Accumulated Other Comprehensive Income in Stockholders' Equity and amounted to $(1,123,568) and $(189,687) during December 31, 2016 and 2015 . Accounts receivable: Accounts receivable is primarily comprised of normal business receivables such as credit card receivables, management and incentive fees and other reimbursable amounts due from hotel operators where the Company has a location, and are recorded when the products or services have been delivered or rendered at the invoiced amounts. Inventory: The Company’s inventory consists of food, liquor and other beverages and is valued at the lower of cost, on a first-in first-out basis, or market. Property and equipment: Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives as follows: Computer and equipment 5-7 years Furniture and fixtures 5-7 years Restaurant supplies are capitalized during initial year of operations. All supplies purchased subsequent are charged to operations as incurred. Leasehold improvements are amortized on the straight-line method over the lesser of the estimated useful life of the assets or the lease term. Costs of maintenance and repairs are charged to operations as incurred. Any major improvements and additions are capitalized. Impairment of long-lived assets: The Company evaluates long-lived assets for impairment when facts and circumstances indicate that the carrying values of long-lived assets may not be recoverable. The impairment evaluation is generally performed at the individual venue asset group level. The Company first compares the carrying value of the asset to the asset’s estimated future undiscounted cash flows. If the estimated future cash flows are less than the carrying value of the asset, the Company measures an impairment loss based on the asset’s estimated fair value. The fair value of a venue’s assets is estimated using a discounted cash flow model based on internal projections and taking into consideration the view of a market participant. The estimate of cash flows is based on, among other things, certain assumptions about expected future operating performance. Factors considered during the impairment evaluation include factors related to actual operating cash flows, the period of time since a venue has been opened or remodeled and the maturity of the relevant market. In 2015 the Company recorded an impairment charge of $3.0 million . Deferred rent: Deferred rent represents the net amount of the excess of recognized rent expense over scheduled lease payments and recognized sublease rental income over sublease receipts. Deferred rent also includes the landlord’s contribution towards construction (lease incentive), that will be amortized over the lease term. For rent expense, the Company straight lines the expense. Pre-opening expenses: Costs of pre-opening activities related to company-owned restaurants are expensed as incurred. Revenue recognition: Revenue consists of restaurant sales, management, incentive, license and royalty fee revenues. The Company records discounts, such as management meals and employee meals as an expense as part of unit operating expenses on our statement of operations the total amounts were $308,000 and $273,000 for the years ended December 31, 2016 and 2015, respectively. The Company recognizes restaurant revenues when goods and services are provided. Revenue for management services (inclusive of incentive fees) are recognized when services are performed or earned and fees are earned. Royalty fees are recognized as revenue in the period the licensed restaurants’ revenues are earned. Royalties from the license are based on a percentage of venue revenue and are recognized in the same period as the related sales occur. Deferred revenue: Deferred revenue represents gift certificates outstanding and deposits on parties. The Company recognizes this revenue when the gift certificates are redeemed and/or the parties are held. For license deals, the Company charges an entry fee ("Entry Fee") for providing operational materials, design and development planning, and functional training courses. The Entry Fee is included in deferred license revenue in the accompanying consolidated balance sheets and is recognized as revenue over the life of the license agreement. Taxes collected from customers: The Company accounts for sales taxes collected from customers on a net basis (excluded from revenues). Income taxes: The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the consolidated financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for income taxes in accordance with FASB ASC 740 “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. After an evaluation of the realizability of the Company’s deferred tax assets, the Company recorded a full valuation allowance of $12.0 million on its US deferred tax assets in 2016 . See Note 10, “Incomes Taxes,” for a further discussion of the Company’s provision for income taxes. The Company has no unrecognized tax benefits at December 31, 2016 and 2015 . The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. Advertising: The Company expenses the cost of advertising and promotions as incurred. Advertising expense included in continuing operations amounted to $3.2 million and $2.4 million in 2016 and 2015 , respectively. Stock-based compensation: Compensation cost of all share-based awards is measured at fair value on the date of grant and recognized as an expense, on a straight line basis, net of estimated forfeitures, over their respective vesting periods. Comprehensive income (loss): Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. The amount of other comprehensive income (loss) related to the foreign currency adjustment amounted to $(1.1) million and ($189,687) as of December 31, 2016 and 2015 , respectively. Net income (loss) per share: Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. At December 31, 2016 and 2015 , respectively, all equivalent shares underlying options and warrants were excluded from the calculation of diluted loss per share, as the exercise price of such options were out of the money and therefore equivalent shares would have an anti-dilutive effect. Recent accounting pronouncements In April 2015, the FASB issued ASU No. 2015-03 “Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which is effective for the fiscal years beginning after December 15, 2015. ASU 2015-03 simplifies financial reporting by eliminating the different presentation requirements for debt issuance costs and debt discounts or premiums. The Company has adopted this standard retrospectively as of December 31, 2016. In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which is effective for the fiscal years beginning after December 15, 2018. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operati |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory: Inventory consists of the following: At December 31, 2016 2015 Food $ 209,319 $ 208,452 Beverages 1,099,532 943,667 Totals $ 1,308,851 $ 1,152,119 |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Other current assets: Other current assets consisted of the following: At December 31, 2016 2015 Prepaid taxes $ 212,252 $ 706,650 Landlord receivable 678,604 1,476,502 Prepaid expenses 537,891 1,171,488 Other 383,040 204,413 Totals $ 1,811,787 $ 3,559,053 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net. Property and equipment, net consist of the following: At December 31, 2016 2015 Furniture, fixtures and equipment $ 9,543,573 $ 7,576,125 Leasehold improvements 36,147,135 24,365,576 Less accumulated depreciation and amortization 15,809,101 13,188,872 29,881,607 18,752,829 Construction in progress 5,579,510 7,967,181 Restaurant supplies 1,354,122 1,232,317 Totals $ 36,815,239 $ 27,952,327 Depreciation and amortization related to property and equipment included in continuing operations amounted to $2,647,333 and $2,191,450 in the years ended December 31, 2016 and 2015 , respectively. Furniture, fixtures and equipment includes $684,983 and $300,734 , respectively at December 31, 2016 and 2015, of assets not yet put into service at our locations under construction. In 2016, the Company liquidated STK Edinburgh and accordingly, wrote-off $1,117,131 in capital assets and the related liabilities of $1,021,358 , resulting in an impairment charge of $95,773 . At December 31, 2015, the Company took an impairment charge on the assets of our STK in Washington DC and the remaining assets of the shuttered STKOUT Midtown and BBCLV and wrote off gross assets of $3,452,206 and accumulated depreciation of $476,462 . |
Accrued expenses
Accrued expenses | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued expenses | Accrued expenses: Accrued expenses consisted of the following: At December 31, 2016 2015 Sales tax payable $ 1,386,499 $ 1,045,195 Payroll and related 730,615 661,761 Income taxes payable 144,452 — Due to hotels 1,327,026 1,396,776 Rent 320,854 — Legal 704,190 947,054 Insurance 150,000 — Other 786,002 584,798 Totals $ 5,549,638 $ 4,635,584 |
Long term debt
Long term debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long term debt | Long term debt: Long term debt consists of the following: At December 31, 2016 2015 Term Loan Agreements $ 9,485,000 $ 11,980,000 Equipment Financing Agreement 1,421,033 656,763 Promissory notes, net 6,250,000 — 17,156,033 12,636,763 Less: Current portion of Long Term Debt 3,153,666 2,680,116 Discount on warrants, net 834,500 — Long Term Debt, net of Current Portion 13,167,867 9,956,647 Future minimum loan payments: 2017 $ 3,153,333 2018 3,180,798 2019 3,199,385 2020 1,264,790 2021 6,357,727 Thereafter — Total $ 17,156,033 On December 17, 2014, the Company entered into a Term Loan Agreement with BankUnited 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 will make 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 December 31, 2016 and 2015 was $4,485,000 and $5,980,000 , respectively. On June 2, 2015, the Company entered into a second term loan agreement (the "Second Term Loan Agreement") with BankUnited, N.A., wherein BankUnited, N.A. agreed to make multiple advances to the Company in the aggregate principal amount of up to $6,000,000 . Commencing on April 1, 2016 the Company will pay fifty-four ( 54 ) consecutive equal monthly installments, with each such installment to be in the principal amount of $111,111 or such lesser amount as shall be equal to the quotient of (x) the outstanding principal amount of all advances on March 31, 2016, divided by (y) fifty-four ( 54 ); provided, however, that the final principal installment shall be in an amount equal to the aggregate principal amount of all advances outstanding on September 1, 2020, or such earlier date on which all outstanding advances shall become due and payable, whether by acceleration or otherwise. This second term loan bears interest at a rate per annum equal to 5.0% . Our obligations under the Second Term Loan Agreement are secured by substantially all of our assets. The outstanding balance under the Second Term Loan Agreement at December 31, 2016 and December 31, 2015 was $5,000,000 and $6,000,000 , respectively. The Term Loan Agreement and the Second Term Loan Agreement contain certain affirmative and negative covenants, including negative covenants that limit or restrict, among other things, liens and encumbrances, 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 these agreements require the borrowers to maintain a certain adjusted tangible net worth and a debt service coverage ratio. We were in compliance with all of our financial covenants under the Term Loan Agreement and the Second Term Loan Agreement as of December 31, 2016 , except for the tangible net worth covenant. On March 30, 2017, we were issued a waiver for this covenant as of December 31, 2016 . In addition, BankUnited, N.A. agreed to adjust the definition of the covenant to exclude deferred tax valuation allowance increases or decreases until the maturity dates of the Term Loans. We believe based on current projections and the adjusted covenant definition that we will continue to comply with such covenants in 2017. On June 5, 2015, the Company entered into a $1,000,000 Equipment Finance Agreement (the "Agreement") with Sterling National Bank. The Agreement covers certain equipment in our STKs in Orlando and Chicago and bears interest at a rate of 5% per annum. Our obligations under the Agreement are secured by the equipment purchased with proceeds of the Agreement. The Agreement calls for sixty ( 60 ) monthly payments of $19,686 including interest commencing July 1, 2015. At December 31, 2016 , the amount outstanding under the Agreement was approximately $751,000 and payments of $185,000 were made for the twelve months ended December 31, 2016 . On June 27, 2016 the Company entered into a $1,000,000 loan agreement with the Ontario Noteholder through the Ontario Note. In consideration of the loan amount, the Ontario Noteholder received the Ontario Warrant to purchase 100,000 shares of common stock of the Company at an exercise price of $2.61 . The Warrant is exercisable at any time through June 27, 2026, in whole or in part. The Ontario Note bears interest at a rate of 10.0% per annum, payable quarterly commencing on September 30, 2016. The entire balance of the Ontario Note is due on its maturity date of June 27, 2021. The fair value of the Ontario Warrant of $125,000 is treated as a reduction of the principal balance of the Ontario Note and is amortized in interest expense over the term of the Ontario Note. The Company used the Black-Scholes option pricing model to calculate the fair value of the warrant as of the grant date. At December 31, 2016 , the amount outstanding under the Ontario Note was $1.0 million . On August 11, 2016 the Company entered into a $3,000,000 loan agreement with Anson though the Anson August Note. In consideration of the loan amount, Anson received the Anson August Warrant to purchase 300,000 shares of common stock of the Company at an exercise price of $2.61 . The Anson August Warrant is exercisable at any time through August 11, 2026, in whole or in part. The Anson August Note bears interest at a rate of 10% per annum, payable quarterly commencing on September 30, 2016. The entire balance of the Anson August Note is due on its maturity date of August 11, 2021. The fair value of the Anson August Warrant of $380,000 is treated as a reduction of the principal balance of the Anson August Note and is amortized in interest expense over the term of the Anson August Note. The Company used the Black-Scholes option pricing model to calculate the fair value of the warrant as of the grant date. At December 31, 2016 , the amount outstanding under the Anson August Note was $3.0 million . On August 16, 2016, the Company entered into a $712,187 Equipment Finance Agreement (the " 2nd Agreement") with Sterling National Bank. The 2nd Agreement covers certain equipment at our STKs that are under construction in San Diego, Denver and at our STK in Orlando. This 2nd Agreement bears interest at a rate per annum equal to 5.0% . Our obligations under the 2nd Agreement are secured by the equipment purchased with proceeds of the 2nd Agreement. The 2nd Agreement calls for sixty ( 60 ) monthly payments of $13,769 including interest commencing September 1, 2016. At December 31, 2016 , the amount outstanding under the 2nd Agreement was approximately $670,000 and payments of $42,000 were made for the twelve months ended December 31, 2016 . On October 24, 2016, the Company entered into a $2,250,000 loan agreement with Anson through the Anson October Note. In consideration of the loan amount, the Company also issued to Anson the Anson October Warrant to purchase 340,000 shares of the Company’s common stock at an exercise price of $2.39 per share. The Anson October Warrant is exercisable at any time through October 24, 2026, in whole or in part. The Anson October Warrant contains limitations that prevent Anson from acquiring shares of the Company’s common stock upon exercise of the Anson October Warrant that would result in the number of shares beneficially owned by it and its affiliates exceeding 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. The Anson October Note bears interest at a rate of 10% per annum, payable quarterly commencing December 31, 2016. The entire balance of the Anson October Note is due on its maturity date of October 24, 2021. The fair value of the Anson October Warrant of $400,000 is treated as a reduction of the principal balance of the Anson August Note and is amortized in interest expense over the term of the Anson October Note. The Company used the Black-Scholes option pricing model to calculate the fair value of the warrant as of the grant date. Interest expense incurred related to these agreements, excluding the amortization of debt discount, amounted to $833,000 and $416,000 for the years December 31, 2016 and 2015, respectively. Capitalized interest amounted to $466,000 and $381,000 for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016 , the issued letters of credit in the total amount of approximately $1.4 million for our STK locations in Orlando, Florida, Chicago, Illinois and Westwood, California remain outstanding for security deposits. |
Nonconsolidated variable intere
Nonconsolidated variable interest entities | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [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 December 31, 2016 and 2015 , the Company held the following investments in VIE's which are all accounted for under the equity method as the Company concluded that it is not the primary beneficiary but is able to exercise significant influence over these entities: At December 31, 2016 2015 Bagatelle NY LA Investors, LLC (“Bagatelle Investors”) $ 6,569 $ 7,364 Bagatelle Little West 12 th , LLC ( “Bagatelle NY”) 2,552,687 2,357,927 Bagatelle La Cienega, LLC (“Bagatelle LA”) — — One 29 Park, LLC 506,301 545,071 Totals $ 3,065,557 $ 2,910,362 Equity in income of investee companies $ 674,289 $ 1,038,854 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 December 31, 2016 and 2015 . 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 December 31, 2016 and 2015 . 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 December 31, 2016 and 2015 . The Company holds a 10% direct ownership in One 29 Park as of December 31, 2016 and 2015 . During the years ended December 31, 2016 and 2015 , the Company provided no explicit or implicit financial or other support to these entities that were not previously contractually required. In addition to the amounts presented above, receivables included in due from related parties, net in the balance sheet of $467,702 , as of December 31, 2016 represent maximum exposure to loss. The summarized financial data at December 31, 2016 and 2015 , of these investments is presented below: Bagatelle Investors Bagatelle NY Bagatelle LA One 29 Park, LLC December 31, 2016 Current assets $ 160,858 $ 2,743,161 $ 18,249 $ 2,551,585 Non-current assets $ 328,745 $ 1,831,906 $ 393,934 $ 1,366,194 Current liabilities $ 57,143 $ 1,088,766 $ 2,024,841 $ 1,379,743 Non-current liabilities $ — $ 188,032 $ 7,418 $ — Revenues $ — $ 13,569,513 $ 1,080,249 $ 8,418,929 Gross profit $ — $ 10,147,373 $ 815,404 $ 6,729,996 Income (loss) from continuing operations $ 208,705 $ 1,506,948 $ (502,366 ) $ (384,412 ) Net income (loss) $ 208,745 $ 1,506,948 $ (502,366 ) $ (387,705 ) December 31, 2015 Current assets $ 150,527 $ 1,804,376 $ 128,009 $ 2,594,270 Non-current assets $ 352,376 $ 2,022,934 $ 434,567 $ 1,242,770 Current liabilities $ 67,867 $ 808,599 $ 1,661,077 $ 911,236 Non-current liabilities $ — $ 199,807 $ 19,209 $ — Revenues $ — $ 13,521,968 $ 2,277,738 $ 9,254,962 Gross profit $ — $ 10,061,406 $ 1,806,393 $ 7,486,609 Income from continuing operations $ 346,420 $ 1,994,781 $ (310,393 ) $ 95,082 Net income $ 346,420 $ 1,994,781 $ (310,393 ) $ 91,251 |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2016 | |
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. As of December 31, 2016 and 2015 , these advances amounted to $415,773 and $1,337,356 , respectively. Also included are amounts due to non-employee directors. Non-employee directors receive $40,000 per annum and directors who serve as chairman of committees earn an additional $10,000 per annum for such services. The Company incurred approximately $57,000 and $432,000 in 2016 and 2015 , respectively, for design services at the various restaurants to an entity owned by one of the stockholders. Included in due from related parties, net at December 31, 2016 and 2015 is a balance due to this entity of approximately $22,000 and $0 , respectively. The Company incurred approximately $440,000 and $547,000 in 2016 and 2015 , respectively, for legal fees to an entity owned by one of the stockholders. Included in due from related parties, net at December 31, 2016 and 2015 is a balance due to this entity of approximately $240,000 and $105,000 , respectively. The Company also received rental income for an office space sublease to this entity of $188,000 and $155,000 for the years ended December 31, 2016 and 2015 , respectively, and there were no receivables outstanding at December 31, 2016 and 2015 . The Company incurred approximately $5.9 million and $12.2 million in 2016 and 2015 , respectively, for construction services to an entity owned by one of the Company’s employees. Included in prepaid and other current assets are construction related deposits paid to this entity amounting to $250,000 as of December 31, 2016 and 2015 . Included in due from related parties, net at December 31, 2016 and 2015 is a balance due to this entity of approximately $11,000 and $0 , respectively. The Chief Executive Officer of the Company is a limited personal guarantor of the leases for the STK Miami premises with respect to certain covenants under the lease relating to construction of the new premises and helping the landlord obtain a new liquor license for the premises in the event of termination of the lease. The CEO is a limited personal guarantor of the leases for the Bagatelle New York premises with respect to JEC II, LLC’s payment and performance under the lease. 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 lease. Bridge ceased operations in 2015. Management fees amounted to $0 and $39,675 in 2016 and 2015, respectively. Included in accounts payable at December 31, 2015 are amounts due for management fees of $542 . The Company received approximately $1.2 million as proceeds from the exercise of warrants that were a part of the TOG Liquidation Trust. Included in due to related parties, long term at December 31, 2016 is a balance due to the Liquidation Trust of $1.2 million . The TOG Liquidating Trust (“Trust”) was a trust set up to hold warrants which were previously issued and outstanding to members of The One Group LLC prior to the Merger with Committed Capital Acquisition Corp. ("CCAC") in order to hold the shares that were underlying the warrants. When warrants were exercised the proceeds from the exercise of the warrants were recorded into the Trust. Amounts due to the trust are non-interest bearing and are repayable in 2021 when the trust expires. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes: The components of "income (loss) before income taxes" for the periods were as follows: Year ended December 31, December 31, Loss from continuing operations before provision for income taxes Domestic $ (5,769,069 ) $ (2,077,455 ) Foreign (224,798 ) (135,337 ) Total $ (5,993,867 ) $ (2,212,792 ) The components of our "provision (benefit) for income taxes" consist of the following: Year Ended December 31, 2016 December 31, 2015 Current tax expense: Federal $ — $ — State and local 61,920 533,815 Foreign 259,987 207,952 Total current tax expense 321,907 741,767 Deferred tax expense (benefit): Federal 7,654,364 (7,631,243 ) State and local 2,393,893 (2,376,233 ) Foreign (252 ) (50,778 ) Total deferred tax expense (benefit) 10,048,005 (10,058,254 ) Total income tax expense (benefit) $ 10,369,912 $ (9,316,487 ) The difference between the reported income tax expense and taxes determined by applying the applicable U.S. federal statutory income tax rate to (loss) income before taxes from continuing operations is reconciled as follows: Year ended December 31, December 31, Income tax benefit at federal statutory rate $ (2,037,915 ) 34.0 % $ (752,349 ) 34.0 % State and local taxes – current 30,951 (0.5 )% 42,227 (1.9 )% State and local taxes (benefits) – deferred (746,820 ) 12.5 % (574,273 ) 26.0 % FICA tip credit (430,360 ) 7.2 % (495,254 ) 22.4 % Foreign rate differential (42,418 ) 0.7 % 19,500 (0.9 )% Foreign tax - unrepatriated earnings 784,999 (13.10 )% — — % Change in valuation allowance 12,029,957 (200.7 )% (7,707,333 ) 348.3 % Other items, net 781,518 (13.1 )% 150,995 (6.8 )% Total income tax expense $ 10,369,912 (173.0 )% $ (9,316,487 ) 421.1 % Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss (excluding derivative income) incurred over the three-year period ended December 31, 2016. Such objective evidence is not solely determinative and accordingly, the Company considers all other available positive and negative evidence in its analysis. Based upon the Company's analysis, which included the recent decline in operating profits during the fourth quarter when compared to the fourth quarter of prior years, the Company believes it is more likely than not that the net deferred tax assets in the United States may not be fully realized in the future. On the basis of this evaluation, as of December 31, 2016, a valuation allowance of $12,029,957 has been recorded to reflect the portion of the deferred tax asset that is not more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. In June 2015, the Company made the decision to release the valuation allowance amounting to $7.7 million against its deferred tax assets net of deferred tax liabilities. Cumulative profitable quarters and projected future pretax income are sources of positive evidence that led the Company to conclude that it is more likely than not that it will realize its net deferred tax assets. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are presented below: Year ended December 31, 2016 December 31, 2015 Deferred tax assets: Deferred rent liabilities $ 3,744,188 $ 4,027,504 Lease incentives 1,565,606 508,351 Stock compensation 744,701 563,582 FICA tip credit carryforward 2,065,680 1,421,757 Net operating loss 6,246,404 1,899,676 Goodwill 2,861,663 3,258,403 Derivative expense — 42,899 Inventory 10,200 9,789 Charitable contributions carryforward 30,283 6,131 Foreign tax credit carryforward 384,239 109,957 Deferred revenue 477,895 471,710 State and local tax credit carryforward 305,675 243,508 Total deferred tax assets 18,436,534 12,563,267 Deferred tax liabilities: Depreciation and amortization (5,321,194 ) (2,352,575 ) Basis in LLC interest (20,353 ) (117,020 ) Unremitted foreign earnings (784,999 ) — ASC 740-10 liability (229,000 ) — Total deferred tax liabilities (6,355,546 ) (2,469,595 ) Valuation allowance (12,029,957 ) — Net deferred tax assets $ 51,031 $ 10,093,672 The Company accounts for unrecognized tax benefits in accordance with the provisions of FASB guidance which, among other directives, requires uncertain tax positions to be recognized only if they are more likely than not to be upheld based on their technical merits. The measurement of the uncertain tax position is based on the largest benefit amount that is more likely than not (determined on a cumulative probability basis) to be realized upon settlement. As of December 31, 2016, the Company has an uncertain tax position for which it has established a $229,000 deferred tax liability. As of December 31, 2015, the Company had no uncertain tax position. The Company believes the estimates and assumptions used to support its evaluation of tax benefit realization are reasonable. The Company may, from time to time, be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company receives an assessment for interest and penalties, it has been classified in the consolidated financial statements as income tax expense. The Company’s U.S. federal, state and local income tax returns prior to fiscal year 2013 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s foreign income tax returns prior to fiscal year 2014 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. As of December 31, 2016, Company has unremitted foreign earnings of $1,921,193 . The Company considered the unremitted foreign earnings to be indefinitely reinvested and thus did not calculate the deferred income tax liability as of December 31, 2015. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to domestic income taxes, offset (in whole or in part) by foreign tax credits, related to income and withholding taxes payable to the various foreign countries. In 2016, the Company has changed its plans with respect to the permanent reinvestment of unremitted earnings and accordingly, has established a deferred tax liability of $784,999 and a corresponding deferred tax asset of $384,239 for the foreign tax credits as of December 31, 2016. As of December 31, 2016 , the Company has federal, state and foreign income tax net operating loss (NOL) carryforwards of $15,196,296 , $12,068,283 and $418,634 . The federal and state net operating loss will expire at various dates from 2026 to 2036. The foreign net operating losses can be carried forward indefinitely. |
Derivative liability
Derivative liability | 12 Months Ended |
Dec. 31, 2016 | |
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 ("TOG Members") and to a liquidating trust ("Liquidating Trust"), established for the benefit of TOG Members and holders of warrants to acquire membership interests of ONE Group ("TOG Warrant Holders"), 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 “Public Warrants”). The Company estimated the fair value of the derivative liability based on the period of time between the balance sheet date and the exercise date and the possibility of exercise. The warrants expired on February 27, 2016 and the remaining liability balance of $100,000 was reversed into income on the statement of operations. The Company recorded $100,000 and $6,141,000 of derivative income for the years ended December 31, 2016 and 2015 , respectively. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 payments under the leases and minimum future rental receipts per the sublease in five years subsequent to 2016 and thereafter are as follows: Year Ending Net December 31, Payments Receipts Amount 2017 $ 7,465,714 $ (687,687 ) $ 6,778,027 2018 7,554,444 (708,496 ) 6,845,948 2019 7,613,432 (729,751 ) 6,883,681 2020 7,853,932 (705,284 ) 7,148,648 2021 7,376,633 (144,000 ) 7,232,633 Thereafter 89,682,674 — 89,682,674 Total $ 127,546,829 $ (2,975,218 ) $ 124,571,611 Rent expense (including percentage rent of $788,250 and $369,126 ), included in continuing operations, was $4,504,897 and $4,909,851 in 2016 and 2015 , respectively. Rent expense included in continuing operations has been reported in the consolidated statements of operations and comprehensive loss net of rental income of $782,629 and $795,895 in 2016 and 2015 , respectively, related to subleases with related and unrelated parties which expires through 2021. The CEO of the Company is a limited personal guarantor of the leases for the STK Miami premises with respect to certain covenants under the lease relating to construction of the new premises and helping the landlord obtain a new liquor license for the premises in the event of termination of the lease. The CEO is a limited personal guarantor of the leases for the Bagatelle New York premises with respect to JEC II, LLC’s payment and performance under the lease. 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 lease. Management fees amounted to $39,675 in 2015. Included in accounts payable at December 31, 2015 are amounts due for management fees of $542 . Operations for this STK ceased in June 2015 and the lease was terminated in October 2016. 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”). Management fees amounted to $4,478,632 and $4,628,231 in 2016 and 2015 , 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 $512,454 and $576,401 in 2016 and 2015 , respectively. Included in due from related parties, net at December 31, 2016 and 2015 are amounts due for management fees and reimbursable expenses of $387,862 and $398,607 , 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 $551,423 and $602,049 in 2016 and 2015 , respectively. Included in accounts receivable at December 31, 2016 and 2015 are amounts due for management fees and reimbursable expenses of $117,576 and $443,989 , 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 incentive fee equal to 65% of net operating profits, as defined, for the life of the management agreement which expires in 2032. Management and incentive fees amounted to $1,869,372 and $1,532,026 in 2016 and 2015, respectively. Included in accounts receivable at December 31, 2016 and 2015 are amounts due for management and incentive fees of $520,649 and $449,874 , respectively. In May 2013, CA Aldwych entered into a management agreement with a third party to operate a restaurant in the ME Hotel in London. Under this agreement, CA Aldwych shall receive a management fee equal to 5% of receipts received from food and beverages operations. In addition, CA Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received from food and beverages operations. The restaurant ceased operations in 2016, costs relating to the closing were netted against management fees. Management fees amounted to $20,485 and $117,105 in 2016 and 2015, respectively. Included in accounts receivable at December 31, 2015 are amounts due for management fees of $74,546 . Included in accrued expenses at December 31, 2016 are amounts due to the ME Hotel for the shortfall in the operators preferred return which represented the minimum annual guaranteed amount owed to the ME Hotel in 2016 of $276,394 . In June 2014, TOG (Milan) S.R.L. entered into a management agreement with Sol Melia Italia S.R.L. to operate a restaurant, rooftop bar and F&B services at the ME Milan Il Duca hotel in Milan, Italy. TOG (Milan) S.R.L. shall receive a management fee equal to 5% of operating revenue, as defined, and an additional fee equal to 65% of net operating revenue, as defined, for the life of the management agreement which expires in 2025. TOG Milan commenced operations in May 2015. In addition, TOG Milan is entitled to receive a monthly marketing fee equal to 1.5% of receipts received from food and beverages operations. Management fees amounted to $304,970 and $250,211 in 2016 and 2015, respectively. Included in accounts receivable at December 31, 2016 and 2015 are amounts due for management fees of $43,401 and $116,342 , respectively. Operators preferred return of $127,765 and $408,511 , respectively, is due to the ME Hotel at December 31, 2016 and 2015 . In October 2015, STK Ibiza entered into a license agreement with Foxhold Holdings Limited to develop and operate a restaurant under the STK brand in the Ibiza Hotel and Spa at Marina Botafoch in Ibiza Town, Spain. STK Ibiza received an Entry Fee in the amount of 1,025,000 euros. $1,014,414 and $1,044,592 of the Entry Fee is included in deferred license revenue in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 , respectively. In addition, STK Ibiza receives royalty fees equal to 8% of the net turnover from the restaurant. The restaurant commenced operations in July 2016. The license agreement expires in 2026, with the option of one 10 -year extension if certain renewal conditions are satisfied. In May 2016, The ONE Group-STKPR, LLC entered into a license agreement with Condado Duo Vanderbi SPV, LLC to develop and operate a restaurant and a beach venue under the STK brand at the Vanderbilt hotel in San Juan, Puerto Rico. The One Group-STKPR, LLC shall receive a $250,000 Entry Fee. The One Group-STKPR, LLC will also receive royalty fees equal to 5% of the gross revenues generated by the restaurant, 2% of the first $1.8 million of annual gross revenues, from the beach venue and 5% of annual gross revenue, from the beach venue in excess of $1.8 million . The license agreement expires in 2026 with one five -year extension if certain financial goals are met. The restaurant and beach venue are expected to open in 2017. In November 2016, The ONE Group-MENA, LLC entered into a license agreement with Horizon Hospitality Holdings Limited to develop and operate up to three restaurants under the STK brand in Dubai and Abu Dhabi. The ONE Group-MENA, LLC shall receive a $600,000 Entry Fee. The ONE Group-MENA, LLC will also receive $250,000 for each STK location opened and royalty fees equal to 5% of the gross revenues generated by each restaurant. The license agreement expires on the tenth anniversary of the opening of the first restaurant with one ten -year renewal option. |
Retirement plan
Retirement plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement plan | Retirement plan: Effective January 1, 2012, the Company maintains a profit-sharing plan covering all eligible employees in accordance with Section 401(k) of the Internal Revenue Code. The plan is funded by employee and employer contributions. Employer contributions to the plan are at the discretion of the Company. There were no employer contributions in 2016 and 2015 . |
Outstanding warrants
Outstanding warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Outstanding warrants | Outstanding warrants: Prior to the Merger, there were outstanding warrants to purchase 62,280 membership units of ONE Group at prices ranging from $22.94 to $32.00 per unit. The warrants became exercisable in 2009 through 2012 and expire at various dates through 2021. In connection with the Merger, the warrants that were outstanding at October 16, 2013 were converted into shares of the Company at an exchange ratio of 8.09 and these shares were put into a liquidating trust that was established between members of ONE Group and a designated trustee (“Liquidating Trust”) in order to hold and distribute the trust’s assets. The Company issued warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share in connection with the Company’s initial public offering. These warrants became exercisable as of the effectiveness of the post-effective amendment on February 27, 2014 and had an expiration date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on the effective date. On February 27, 2016, the Company’s 5,750,000 Public Warrants expired. On June 27, 2016 the Company entered into a $1,000,000 loan agreement with 2235570 Ontario Limited (the "Ontario Noteholder") though an unsecured promissory note (the "Ontario Note"). In consideration of the loan amount, the Ontario Noteholder received a warrant (the "Ontario Warrant") to purchase 100,000 shares of common stock of the Company at an exercise price of $2.61 . The Ontario Warrant is exercisable at any time through June 27, 2026, in whole or in part. On August 11, 2016 the Company entered into a $3,000,000 loan agreement with Anson Investments Master Fund LP ("Anson") though an unsecured promissory note (the "Anson August Note"). In consideration of the loan amount, the Anson received a warrant (the "Anson August Warrant") to purchase 300,000 shares of common stock of the Company at an exercise price of $2.61 . The Anson August Warrant is exercisable at any time through August 11, 2026, in whole or in part. On October 24, 2016, the Company entered into a $2,250,000 loan agreement with Anson through the Anson October Note. In consideration of the loan amount, the Company also issued to Anson the Anson October Warrant to purchase 340,000 shares of the Company’s common stock at an exercise price of $2.39 per share. The Anson October Warrant is exercisable at any time through October 24, 2026, in whole or in part. The Anson October Warrant contains limitations that prevent Anson from acquiring shares of the Company’s common stock upon exercise of the Anson October Warrant that would result in the number of shares beneficially owned by it and its affiliates exceeding 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | Discontinued operations: Management decided to cease operations for the following entities: One Atlantic City (2012), STKOUT Midtown (2013), BBCLV (2013), Heraea (2013), Miami Services (2014) and Tenjune (2014). The following table shows the components of assets and liabilities that are related to discontinued operations in the Company's consolidated balance sheets as of December 31, 2016 and 2015 . As of December 31, 2016 2015 Cash and cash equivalents $ — $ 787 Accounts receivable — — Inventory — — Prepaid expenses and other current assets 47,376 47,376 Assets of discontinued operations - current 47,376 48,163 Property and equipment, net — — Security deposits 75,000 75,000 Assets of discontinued operations - long term 75,000 75,000 Accounts payable and accrued liabilities 495,248 409,108 Liabilities of discontinued operations - current 495,248 409,108 Net assets $ (372,872 ) $ (285,945 ) Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2016 and 2015 : Years ended December 31, 2016 2015 Revenue $ — $ — Costs and expenses 92,090 2,476 Net loss from discontinued operations, net of tax $ (92,090 ) $ (2,476 ) |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2016 | |
Loss Contingency, Information about Litigation Matters [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, not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2016 | |
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 December 31, 2016 and 2015 , there were 25,050,628 and 24,972,515 outstanding shares of Common Stock and no outstanding shares of preferred stock. As a result of the expiration of the Public Warrants in February 2016, an aggregate of 1,437,500 shares of common stock were forfeited by the Company's initial shareholders that held shares prior to the Company's initial public offering and such shares were canceled. The Company issued warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share in connection with the Company’s initial public offering. These warrants became exercisable as of the effectiveness of the post-effective amendment on February 27, 2014 and expired on February 27, 2016. Prior to the closing of the Merger, there were 12,500,000 outstanding shares of Common Stock held by the Company’s initial stockholders. At the closing of the Merger, certain of the Company’s initial stockholders forfeited an aggregate of 3,375,000 shares of Common Stock back to the Company in accordance with their respective insider letter agreements. Subsequent to the forfeiture, there were 9,125,000 outstanding shares of Common Stock held by the Company’s initial stockholders. At the closing of the Merger, the Company issued to the TOG Members and to the Liquidating Trust established for the benefit of TOG Members and TOG Warrant Owners an aggregate of 12,631,400 shares of the Company’s Common Stock and paid to such TOG Members an aggregate of $11,750,000 in cash (collectively, the “Merger Consideration”). As part of the Merger Consideration, the Company issued to Jonathan Segal, the former Managing Member of ONE Group and currently the Company's Chief Executive Officer and a Director, 1,000,000 shares of Common Stock as a control premium. The foregoing shares are in addition to the 7,680,666 shares issued to Mr. Segal and related entities in respect of his pro rata portion of shares of Common Stock issued to all TOG Members. Of the 12,631,400 shares of Common Stock issued as part of the Merger Consideration, 2,000,000 shares were deposited into an escrow account at Continental Stock Transfer & Trust Company, as escrow agent, to secure certain potential adjustments to the Merger Consideration and certain potential indemnification obligations. The escrow was released on April 16, 2015. On January 19, 2016, the Company commenced a rights offering (the “Rights Offering”) of non-transferable subscription rights to holders of record of its common stock as of January 15, 2016 to purchase up to 1,454,545 shares of common stock. The Company granted holders of its common stock non-transferable subscription rights to purchase one share of common stock at a subscription price of $2.75 per share. Each holder received one subscription right for each 17.16861 shares of common stock owned on January 15, 2016. Each subscription right entitled its holder to purchase one share of common stock at the subscription price. The Rights Offering which closed on February 9, 2016, generated approximately $4 million in gross proceeds. The Company issued a total of 1,454,545 shares of common stock at $2.75 per share, including 632,582 shares issued to holders upon exercise of their basic subscription rights. The Company received net proceeds of approximately $3.8 million following the deduction of expenses. The Company used the net proceeds from the Rights Offering to primarily fund the planned development of future STK restaurants. At the closing of the Merger, the Company issued 59,000 shares of restricted stock to the directors as a bonus in consideration of services provided in connection with the Merger. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2016 | |
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 and restricted stock 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. The Company uses the Black-Scholes model for purposes of determining the fair value of stock options granted and recognizes compensation costs ratably over the requisite service period, net of estimated forfeitures. For restricted stock awards, the grant-date fair value is the quoted market price of the stock. In October 2013, in connection with their employment agreements, Messrs. Segal and Goldfinger were granted options to purchase 1,022,104 and 511,052 , shares, respectively, of common stock at an exercise price of $5.00 per share. Of these options, 50% vest over time and 50% will vest based on the achievement of targeted annual milestones which have been set by the board of directors. On February 27, 2016 in connection with the expiration of the Company's warrants Messrs. Segal and Goldfinger forfeited 228,088 and 114,044 , respectively, of their options granted to them. There were no options granted during 2015. During 2016, the Company granted the following options which vest over time except where noted: Date Number of shares Exercise price April 1 250,000 (1) $2.83 April 8 1,000,000 (2) $2.73 September 6 30,000 $2.61 September 19 30,000 $2.39 Included in the above grants are the following options that vest upon the achievement of certain milestones (1) 125,000 shares and (2) 625,000 shares. In April, 2016 the Company granted 787,500 restricted stock units to certain employees which vest in April 2021. For the years ended December 31, 2016 and 2015 the Company recognized $837,995 and $ 811,658 , respectively, of non-cash stock-based compensation expense related to options, restricted stock awards and unrestricted stock grants in general and administrative expense in the consolidated statements of operations and comprehensive income (loss). Included in stock based compensation for the years ended December 31, 2016 and 2015 is $160,000 of unrestricted stock granted to directors which immediately vested in in August 2016 and May 2015, respectively. As of December 31, 2016 and 2015 , there was approximately $2.4 million and $1.9 million of total unrecognized compensation cost related to unvested share-based compensation grants, which is expected to be amortized over a weighted-average period of 2.60 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: December 31, 2016 Expected life (in years) 7.45 years Risk-free interest rate 1.41 % Volatility 37 % Dividend yield 0 % A summary of the status of time based stock option awards and changes during the year ended December 31, 2016 are presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2015 1,672,578 5.05 2016 Grants 560,000 2.72 Exercised — — Cancelled, expired, or forfeited (375,566 ) 5.01 Outstanding at December 31, 2016 1,857,012 4.28 7.80 — Exercisable at December 31, 2016 832,442 4.71 7.35 — The weighted-average grant-date fair value of option awards outstanding at December 31, 2016 and 2015 was $1.65 and $1.86 , respectively. The fair value of options vested at December 31, 2016 and 2015 was $1,460,228 and $ 918,424 , respectively. The Company also has 1,137,082 milestone based options granted to key executives outstanding at December 31, 2016, these options vest based on the achievement of company and individual objectives as set by the Board of Directors. A summary of the status of restricted stock awards and changes during the year ended December 31, 2016 are presented below: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 — Granted 787,500 $ 2.73 Cancelled, expired, or forfeited (71,250 ) $ 2.73 Outstanding at December 31, 2016 716,250 $ 2.73 Exercisable at December 31, 2016 — |
Segment reporting
Segment reporting | 12 Months Ended |
Dec. 31, 2016 | |
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"). Each operating segment is individually reviewed and evaluated by our Chief Operating Decision Maker (CODM), who allocates resources and assesses performance of each segment individually. The Company’s Chief Executive Officer has been identified as the CODM. The CODM evaluates performance and allocates resources based upon a number of factors, the primary measure being profits (loss), which is defined as revenues less operating expenses, of each segment. 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. Costs not allocated to the segments include depreciation, amortization, pre-opening expenses, transaction costs, lease termination expense, professional fees and other general and administrative expenses associated with executive and corporate functions including salaries, benefits, rent and insurance. Such costs are not included in the segment's profit or loss as they are not included in the measure reviewed by the CODM. 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. Segment profit (loss) are revenues less owned operating expenses. Years ended December 31, 2016 2015 Revenues: STKs $ 63,248,936 $ 52,213,149 F&B 8,465,584 7,921,584 Other 699,500 397,033 $ 72,414,020 $ 60,531,766 Segment Profits: STKs (1) $ 6,294,742 $ 5,313,615 F&B 8,465,584 7,921,584 Other 525,464 (203,061 ) Total segment profit 15,285,790 13,032,138 General and Administrative 11,172,764 10,711,002 Depreciation and amortization 2,647,333 2,191,450 Interest expense, net of interest income 464,165 30,380 Equity in income of investee companies (674,289 ) (1,038,854 ) Other 7,669,684 3,350,952 Loss from continuing operations before provision (benefit) for income taxes $ (5,993,867 ) $ (2,212,792 ) Capital assets, net STKs $ 36,505,741 $ 27,678,010 F&B 253,120 217,942 Other 56,378 56,375 Total $ 36,815,239 $ 27,952,327 (1) For the year ended December 31, 2015 we determined that the carrying value of the net assets of our STK in Washington DC, exceeded its estimated future cash flows and a non-cash impairment charge of $2.8 million was recorded based on the difference between the carrying value of the restaurants assets and the estimated future value. |
Geographic information
Geographic information | 12 Months Ended |
Dec. 31, 2016 | |
Segments, Geographical Areas [Abstract] | |
Geographic information | Geographic information: The following table contains certain financial information by geographic location for the years ended December 31, 2016 and 2015 : Years ended December 31, United States: 2016 2015 Revenues – owned units $ 63,948,436 $ 52,610,182 Management, incentive and royalty fee revenue 4,140,618 5,506,537 Net assets 3,899,627 15,167,639 Foreign: Revenues – owned units $ — $ — Management and development fee revenue 4,324,966 2,415,047 Net assets 3,478,911 4,437,332 |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Liquidity During the year ended December 31, 2016, the Company incurred a net loss of $16.5 million and had a working capital deficit of $3.9 million . As of December 31, 2016, the Company's accumulated deficit was $27.8 million . Further, as of December 31, 2016, the Company's cash and cash equivalents, net of overdrafts was $918,000 . We anticipate requiring additional capital in order to grow our business and fund our operating expenses. Subject to our operating performance, which, if significantly adversely affected, would adversely affect the availability of funds, we expect to finance our operations for at least the next 12 months following the issuance of our consolidated financial statements, including the costs of opening currently planned restaurants, through cash provided by operations and construction allowances provided by landlords of certain locations. Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings, or warrant or option exercises. While we continue to seek capital through a number of means, there can be no assurance that additional financing will be available to us on acceptable terms, if at all. If we are unable to access necessary capital to meet our liquidity needs, we may have to delay or discontinue the expansion of our business or raise funds on terms that we may consider unfavorable. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events: On January 17, 2017 the Company announced the opening of its STK restaurant in Denver, Colorado. On February 14, 2017 the Company announced that its wholly-owned subsidiary had entered into a licensing agreement with Katara Hospitality to open an STK restaurant at the Ritz-Carlton Hotel located in West Bay Lagoon in Doha, Qatar. On February 17, 2017 certain of the Company’s subsidiaries (the “Borrowers”) entered into a $ 1,000,000 Business Loan and Security Agreement (the “Loan Agreement”) with American Express Bank, FSB (“American Express”). In consideration of the loan amount each Borrower granted American Express a security interest in accounts receivable as specified therein. Pursuant to the Loan Agreement the Borrowers agreed to pay a loan fee equal to 3.5% of the original principal balance of the loan amount and a repayment rate of 6% of daily American Express credit card receipts pursuant to the repayment schedule set forth therein. The entire balance of the loan amount is due and payable 365 days after the disbursement of the initial loan amount. In March 2017, our lease in Boston, Massachusetts has been terminated. |
Business and summary of signi29
Business and summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of consolidation and noncontrolling interest | Noncontrolling interest: Noncontrolling interest related to the Company’s ownership interests of less than 100% is reported as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest in the Company’s earnings is reported as net income attributable to the noncontrolling interest in the consolidated statements of operations and comprehensive income. 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 12t h LLC (“Little West 12t h” ), 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 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”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), Asellina Marks LLC (“Asellina Marks”), 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"), STK Denver, LLC ("STK Denver"), STK Texas Holdings, LLC ("Texas Holdings"), STK Texas Holdings II, LLC ("Texas Holdings II"), STK Dallas, LLC ("STK Dallas"), STK Rebel Austin, LLC ("STK Austin"), STK Rebel San Diego, LLC ("STK San Diego"), STK Rooftop San Diego, LLC ("STK Rooftop San Diego"), 9401415 Canada Ltd. ("9401415 Canada"), STK Rebel (Edinburgh) Limited ("STK Edinburgh"), and STK Ibiza, LLC ("STK Ibiza"), The ONE Group - MENA, LLC, The ONE Group - STK PR, LLC. The entities are collectively referred to herein as the “Company” or “Companies,” as appropriate, and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates: The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Investments | Investments: Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s consolidated balance sheets and statements of operations and comprehensive (loss) income; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in loss of Investee companies” in the consolidated statements of operations and comprehensive income. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investments” in the Company’s consolidated balance sheets. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. See Note 8 for names of entities accounted for under the equity method. The Company’s investments are evaluated for impairment whenever events or changes in circumstances indicate their carrying values may not be recoverable |
Fair value of financial instruments | Fair value of financial instruments: The carrying amounts of cash, receivables, accounts payable and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The carrying values of the term loan, promissory notes and borrowings from equipment financing approximate their fair values since the terms of these instruments have been recently negotiated. |
Cash and cash equivalents | Cash and cash equivalents: The Company’s cash and cash equivalents are defined as cash and short-term highly liquid investments with an original maturity of three months or less from the date of purchase. |
Concentrations of credit risk | Concentrations of credit risk: Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and accounts receivable, which include credit card receivables. At times, the Company’s cash may exceed federally insured limits. At December 31, 2016 and 2015 , the Company has cash balances in excess of federally insured limits in the amount of approximately $789,157 and $897,383 , respectively. Concentrations of credit risk with respect to credit card receivables are limited. Credit card receivables are anticipated to be collected within three business days of the transaction. Our STK locations in New York and Las Vegas represented approximately 9% (Downtown), 9% (Midtown) and 17% (Las Vegas) and our food and beverage operations at the ME Hotel in London represented approximately 11% of our total revenues (both owned and managed properties) for the year ended December 31, 2016 . Our STK locations in New York and Las Vegas represented approximately 10% (Downtown), 9% (Midtown) and 17% (Las Vegas) and our food and beverage operations at the ME Hotel in London represented approximately 15% of our total revenues (both owned and managed properties) for the year ended December 31, 2015 . The Company closely monitors the extension of credit to its noncredit card customers while maintaining allowances for potential credit losses, if required. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, if required, based on a history of past write-offs and collections and current credit considerations. The allowance for uncollectible accounts receivable totaled $0 at December 31, 2016 and 2015 . The determination of the allowance for uncollectible accounts receivable includes a number of factors, including the age of the accounts, past experience with the accounts, changes in collection patterns and general industry conditions. |
Foreign currency translation | Foreign currency translation: Assets and liabilities of foreign operations are translated into U.S. dollars at year end exchange rates and revenues and expenses are translated at average monthly exchange rates. Gains or losses resulting from the translation of foreign subsidiaries represent other comprehensive income (loss) and are accumulated as a separate component of stockholders’ equity. Currency translation gains or (losses) are recorded in Accumulated Other Comprehensive Income in Stockholders' Equity and amounted to $(1,123,568) and $(189,687) during December 31, 2016 and 2015 . |
Accounts receivable | Accounts receivable: Accounts receivable is primarily comprised of normal business receivables such as credit card receivables, management and incentive fees and other reimbursable amounts due from hotel operators where the Company has a location, and are recorded when the products or services have been delivered or rendered at the invoiced amounts. |
Inventory | Inventory: The Company’s inventory consists of food, liquor and other beverages and is valued at the lower of cost, on a first-in first-out basis, or market. |
Property and equipment | Property and equipment: Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives as follows: Computer and equipment 5-7 years Furniture and fixtures 5-7 years Restaurant supplies are capitalized during initial year of operations. All supplies purchased subsequent are charged to operations as incurred. Leasehold improvements are amortized on the straight-line method over the lesser of the estimated useful life of the assets or the lease term. Costs of maintenance and repairs are charged to operations as incurred. Any major improvements and additions are capitalized. |
Impairment of long-lived assets | Impairment of long-lived assets: The Company evaluates long-lived assets for impairment when facts and circumstances indicate that the carrying values of long-lived assets may not be recoverable. The impairment evaluation is generally performed at the individual venue asset group level. The Company first compares the carrying value of the asset to the asset’s estimated future undiscounted cash flows. If the estimated future cash flows are less than the carrying value of the asset, the Company measures an impairment loss based on the asset’s estimated fair value. The fair value of a venue’s assets is estimated using a discounted cash flow model based on internal projections and taking into consideration the view of a market participant. The estimate of cash flows is based on, among other things, certain assumptions about expected future operating performance. Factors considered during the impairment evaluation include factors related to actual operating cash flows, the period of time since a venue has been opened or remodeled and the maturity of the relevant market. In 2015 the Company recorded an impairment charge of $3.0 million . |
Deferred rent | Deferred rent: Deferred rent represents the net amount of the excess of recognized rent expense over scheduled lease payments and recognized sublease rental income over sublease receipts. Deferred rent also includes the landlord’s contribution towards construction (lease incentive), that will be amortized over the lease term. For rent expense, the Company straight lines the expense. |
Pre-opening expenses | Pre-opening expenses: Costs of pre-opening activities related to company-owned restaurants are expensed as incurred. |
Revenue recognition and deferred revenue | Revenue recognition: Revenue consists of restaurant sales, management, incentive, license and royalty fee revenues. The Company records discounts, such as management meals and employee meals as an expense as part of unit operating expenses on our statement of operations the total amounts were $308,000 and $273,000 for the years ended December 31, 2016 and 2015, respectively. The Company recognizes restaurant revenues when goods and services are provided. Revenue for management services (inclusive of incentive fees) are recognized when services are performed or earned and fees are earned. Royalty fees are recognized as revenue in the period the licensed restaurants’ revenues are earned. Royalties from the license are based on a percentage of venue revenue and are recognized in the same period as the related sales occur. Deferred revenue: Deferred revenue represents gift certificates outstanding and deposits on parties. The Company recognizes this revenue when the gift certificates are redeemed and/or the parties are held. For license deals, the Company charges an entry fee ("Entry Fee") for providing operational materials, design and development planning, and functional training courses. The Entry Fee is included in deferred license revenue in the accompanying consolidated balance sheets and is recognized as revenue over the life of the license agreement. |
Taxes collected from customers | Taxes collected from customers: The Company accounts for sales taxes collected from customers on a net basis (excluded from revenues). |
Income taxes | Income taxes: The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the consolidated financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for income taxes in accordance with FASB ASC 740 “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. After an evaluation of the realizability of the Company’s deferred tax assets, the Company recorded a full valuation allowance of $12.0 million on its US deferred tax assets in 2016 . See Note 10, “Incomes Taxes,” for a further discussion of the Company’s provision for income taxes. The Company has no unrecognized tax benefits at December 31, 2016 and 2015 . The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. |
Advertising | Advertising: The Company expenses the cost of advertising and promotions as incurred. |
Stock-based compensation | Stock-based compensation: Compensation cost of all share-based awards is measured at fair value on the date of grant and recognized as an expense, on a straight line basis, net of estimated forfeitures, over their respective vesting periods. |
Comprehensive income (loss) | Comprehensive income (loss): Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. |
Net income (loss) per share | Net income (loss) per share: Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. |
Recent accounting pronouncements | Recent accounting pronouncements In April 2015, the FASB issued ASU No. 2015-03 “Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which is effective for the fiscal years beginning after December 15, 2015. ASU 2015-03 simplifies financial reporting by eliminating the different presentation requirements for debt issuance costs and debt discounts or premiums. The Company has adopted this standard retrospectively as of December 31, 2016. In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which is effective for the fiscal years beginning after December 15, 2018. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. Early adoption is permitted. The Company is in the process of evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, “Simplifying the Accounting for Share-Based Payments” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance, which is part of the Board’s simplification initiative, also contains two practical expedients under which nonpublic entities can use a simplified method to estimate the expected term of an award and make a one-time election to switch from fair value measurement to intrinsic value measurement for liability-classified awards. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. We adopted the provisions of ASU 2016-09 during the fourth quarter of 2016. The adoption of ASU 2016-09 did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASU 2014-09 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning January 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet selected the transition method. The Company anticipates assigning internal resources to assist with the evaluation and implementation of the new standard, and will continue to provide updates during 2017. In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements - Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the provisions in this ASU should be followed to determine whether to disclose information about the relevant conditions and events. The ASU was effective for us as of December 31, 2016. In August 2016, the FASB issued ASU 2016-15 "Statement of Cash Flows (Topic 230), Classification of certain Cash Receipts and Cash Payments." ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. |
Business and summary of signi30
Business and summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives as follows: Computer and equipment 5-7 years Furniture and fixtures 5-7 years Property and equipment, net consist of the following: At December 31, 2016 2015 Furniture, fixtures and equipment $ 9,543,573 $ 7,576,125 Leasehold improvements 36,147,135 24,365,576 Less accumulated depreciation and amortization 15,809,101 13,188,872 29,881,607 18,752,829 Construction in progress 5,579,510 7,967,181 Restaurant supplies 1,354,122 1,232,317 Totals $ 36,815,239 $ 27,952,327 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: At December 31, 2016 2015 Food $ 209,319 $ 208,452 Beverages 1,099,532 943,667 Totals $ 1,308,851 $ 1,152,119 |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: At December 31, 2016 2015 Prepaid taxes $ 212,252 $ 706,650 Landlord receivable 678,604 1,476,502 Prepaid expenses 537,891 1,171,488 Other 383,040 204,413 Totals $ 1,811,787 $ 3,559,053 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives as follows: Computer and equipment 5-7 years Furniture and fixtures 5-7 years Property and equipment, net consist of the following: At December 31, 2016 2015 Furniture, fixtures and equipment $ 9,543,573 $ 7,576,125 Leasehold improvements 36,147,135 24,365,576 Less accumulated depreciation and amortization 15,809,101 13,188,872 29,881,607 18,752,829 Construction in progress 5,579,510 7,967,181 Restaurant supplies 1,354,122 1,232,317 Totals $ 36,815,239 $ 27,952,327 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: At December 31, 2016 2015 Sales tax payable $ 1,386,499 $ 1,045,195 Payroll and related 730,615 661,761 Income taxes payable 144,452 — Due to hotels 1,327,026 1,396,776 Rent 320,854 — Legal 704,190 947,054 Insurance 150,000 — Other 786,002 584,798 Totals $ 5,549,638 $ 4,635,584 |
Long term debt (Tables)
Long term debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long term debt consists of the following: At December 31, 2016 2015 Term Loan Agreements $ 9,485,000 $ 11,980,000 Equipment Financing Agreement 1,421,033 656,763 Promissory notes, net 6,250,000 — 17,156,033 12,636,763 Less: Current portion of Long Term Debt 3,153,666 2,680,116 Discount on warrants, net 834,500 — Long Term Debt, net of Current Portion 13,167,867 9,956,647 Future minimum loan payments: 2017 $ 3,153,333 2018 3,180,798 2019 3,199,385 2020 1,264,790 2021 6,357,727 Thereafter — Total $ 17,156,033 |
Schedule of Debt | Long term debt consists of the following: At December 31, 2016 2015 Term Loan Agreements $ 9,485,000 $ 11,980,000 Equipment Financing Agreement 1,421,033 656,763 Promissory notes, net 6,250,000 — 17,156,033 12,636,763 Less: Current portion of Long Term Debt 3,153,666 2,680,116 Discount on warrants, net 834,500 — Long Term Debt, net of Current Portion 13,167,867 9,956,647 Future minimum loan payments: 2017 $ 3,153,333 2018 3,180,798 2019 3,199,385 2020 1,264,790 2021 6,357,727 Thereafter — Total $ 17,156,033 |
Nonconsolidated variable inte36
Nonconsolidated variable interest entities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The summarized financial data at December 31, 2016 and 2015 , of these investments is presented below: Bagatelle Investors Bagatelle NY Bagatelle LA One 29 Park, LLC December 31, 2016 Current assets $ 160,858 $ 2,743,161 $ 18,249 $ 2,551,585 Non-current assets $ 328,745 $ 1,831,906 $ 393,934 $ 1,366,194 Current liabilities $ 57,143 $ 1,088,766 $ 2,024,841 $ 1,379,743 Non-current liabilities $ — $ 188,032 $ 7,418 $ — Revenues $ — $ 13,569,513 $ 1,080,249 $ 8,418,929 Gross profit $ — $ 10,147,373 $ 815,404 $ 6,729,996 Income (loss) from continuing operations $ 208,705 $ 1,506,948 $ (502,366 ) $ (384,412 ) Net income (loss) $ 208,745 $ 1,506,948 $ (502,366 ) $ (387,705 ) December 31, 2015 Current assets $ 150,527 $ 1,804,376 $ 128,009 $ 2,594,270 Non-current assets $ 352,376 $ 2,022,934 $ 434,567 $ 1,242,770 Current liabilities $ 67,867 $ 808,599 $ 1,661,077 $ 911,236 Non-current liabilities $ — $ 199,807 $ 19,209 $ — Revenues $ — $ 13,521,968 $ 2,277,738 $ 9,254,962 Gross profit $ — $ 10,061,406 $ 1,806,393 $ 7,486,609 Income from continuing operations $ 346,420 $ 1,994,781 $ (310,393 ) $ 95,082 Net income $ 346,420 $ 1,994,781 $ (310,393 ) $ 91,251 At December 31, 2016 and 2015 , the Company held the following investments in VIE's which are all accounted for under the equity method as the Company concluded that it is not the primary beneficiary but is able to exercise significant influence over these entities: At December 31, 2016 2015 Bagatelle NY LA Investors, LLC (“Bagatelle Investors”) $ 6,569 $ 7,364 Bagatelle Little West 12 th , LLC ( “Bagatelle NY”) 2,552,687 2,357,927 Bagatelle La Cienega, LLC (“Bagatelle LA”) — — One 29 Park, LLC 506,301 545,071 Totals $ 3,065,557 $ 2,910,362 Equity in income of investee companies $ 674,289 $ 1,038,854 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) before Income Taxes | The components of "income (loss) before income taxes" for the periods were as follows: Year ended December 31, December 31, Loss from continuing operations before provision for income taxes Domestic $ (5,769,069 ) $ (2,077,455 ) Foreign (224,798 ) (135,337 ) Total $ (5,993,867 ) $ (2,212,792 ) |
Schedule of the Provision for Income Taxes | The components of our "provision (benefit) for income taxes" consist of the following: Year Ended December 31, 2016 December 31, 2015 Current tax expense: Federal $ — $ — State and local 61,920 533,815 Foreign 259,987 207,952 Total current tax expense 321,907 741,767 Deferred tax expense (benefit): Federal 7,654,364 (7,631,243 ) State and local 2,393,893 (2,376,233 ) Foreign (252 ) (50,778 ) Total deferred tax expense (benefit) 10,048,005 (10,058,254 ) Total income tax expense (benefit) $ 10,369,912 $ (9,316,487 ) |
Schedule of the Reconciliation Between the Effective Tax Rate and the Statutory Tax Rate | The difference between the reported income tax expense and taxes determined by applying the applicable U.S. federal statutory income tax rate to (loss) income before taxes from continuing operations is reconciled as follows: Year ended December 31, December 31, Income tax benefit at federal statutory rate $ (2,037,915 ) 34.0 % $ (752,349 ) 34.0 % State and local taxes – current 30,951 (0.5 )% 42,227 (1.9 )% State and local taxes (benefits) – deferred (746,820 ) 12.5 % (574,273 ) 26.0 % FICA tip credit (430,360 ) 7.2 % (495,254 ) 22.4 % Foreign rate differential (42,418 ) 0.7 % 19,500 (0.9 )% Foreign tax - unrepatriated earnings 784,999 (13.10 )% — — % Change in valuation allowance 12,029,957 (200.7 )% (7,707,333 ) 348.3 % Other items, net 781,518 (13.1 )% 150,995 (6.8 )% Total income tax expense $ 10,369,912 (173.0 )% $ (9,316,487 ) 421.1 % |
Schedule of the Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are presented below: Year ended December 31, 2016 December 31, 2015 Deferred tax assets: Deferred rent liabilities $ 3,744,188 $ 4,027,504 Lease incentives 1,565,606 508,351 Stock compensation 744,701 563,582 FICA tip credit carryforward 2,065,680 1,421,757 Net operating loss 6,246,404 1,899,676 Goodwill 2,861,663 3,258,403 Derivative expense — 42,899 Inventory 10,200 9,789 Charitable contributions carryforward 30,283 6,131 Foreign tax credit carryforward 384,239 109,957 Deferred revenue 477,895 471,710 State and local tax credit carryforward 305,675 243,508 Total deferred tax assets 18,436,534 12,563,267 Deferred tax liabilities: Depreciation and amortization (5,321,194 ) (2,352,575 ) Basis in LLC interest (20,353 ) (117,020 ) Unremitted foreign earnings (784,999 ) — ASC 740-10 liability (229,000 ) — Total deferred tax liabilities (6,355,546 ) (2,469,595 ) Valuation allowance (12,029,957 ) — Net deferred tax assets $ 51,031 $ 10,093,672 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum rental payments under the leases and minimum future rental receipts per the sublease in five years subsequent to 2016 and thereafter are as follows: Year Ending Net December 31, Payments Receipts Amount 2017 $ 7,465,714 $ (687,687 ) $ 6,778,027 2018 7,554,444 (708,496 ) 6,845,948 2019 7,613,432 (729,751 ) 6,883,681 2020 7,853,932 (705,284 ) 7,148,648 2021 7,376,633 (144,000 ) 7,232,633 Thereafter 89,682,674 — 89,682,674 Total $ 127,546,829 $ (2,975,218 ) $ 124,571,611 |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table shows the components of assets and liabilities that are related to discontinued operations in the Company's consolidated balance sheets as of December 31, 2016 and 2015 . As of December 31, 2016 2015 Cash and cash equivalents $ — $ 787 Accounts receivable — — Inventory — — Prepaid expenses and other current assets 47,376 47,376 Assets of discontinued operations - current 47,376 48,163 Property and equipment, net — — Security deposits 75,000 75,000 Assets of discontinued operations - long term 75,000 75,000 Accounts payable and accrued liabilities 495,248 409,108 Liabilities of discontinued operations - current 495,248 409,108 Net assets $ (372,872 ) $ (285,945 ) Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2016 and 2015 : Years ended December 31, 2016 2015 Revenue $ — $ — Costs and expenses 92,090 2,476 Net loss from discontinued operations, net of tax $ (92,090 ) $ (2,476 ) |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Grants | There were no options granted during 2015. During 2016, the Company granted the following options which vest over time except where noted: Date Number of shares Exercise price April 1 250,000 (1) $2.83 April 8 1,000,000 (2) $2.73 September 6 30,000 $2.61 September 19 30,000 $2.39 Included in the above grants are the following options that vest upon the achievement of certain milestones (1) 125,000 shares and (2) 625,000 shares. |
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: December 31, 2016 Expected life (in years) 7.45 years Risk-free interest rate 1.41 % Volatility 37 % Dividend yield 0 % |
Summary of Stock Option Activity Under Stock Option and Incentive Plans | A summary of the status of time based stock option awards and changes during the year ended December 31, 2016 are presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2015 1,672,578 5.05 2016 Grants 560,000 2.72 Exercised — — Cancelled, expired, or forfeited (375,566 ) 5.01 Outstanding at December 31, 2016 1,857,012 4.28 7.80 — Exercisable at December 31, 2016 832,442 4.71 7.35 — |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the status of restricted stock awards and changes during the year ended December 31, 2016 are presented below: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 — Granted 787,500 $ 2.73 Cancelled, expired, or forfeited (71,250 ) $ 2.73 Outstanding at December 31, 2016 716,250 $ 2.73 Exercisable at December 31, 2016 — |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Years ended December 31, 2016 2015 Revenues: STKs $ 63,248,936 $ 52,213,149 F&B 8,465,584 7,921,584 Other 699,500 397,033 $ 72,414,020 $ 60,531,766 Segment Profits: STKs (1) $ 6,294,742 $ 5,313,615 F&B 8,465,584 7,921,584 Other 525,464 (203,061 ) Total segment profit 15,285,790 13,032,138 General and Administrative 11,172,764 10,711,002 Depreciation and amortization 2,647,333 2,191,450 Interest expense, net of interest income 464,165 30,380 Equity in income of investee companies (674,289 ) (1,038,854 ) Other 7,669,684 3,350,952 Loss from continuing operations before provision (benefit) for income taxes $ (5,993,867 ) $ (2,212,792 ) Capital assets, net STKs $ 36,505,741 $ 27,678,010 F&B 253,120 217,942 Other 56,378 56,375 Total $ 36,815,239 $ 27,952,327 (1) For the year ended December 31, 2015 we determined that the carrying value of the net assets of our STK in Washington DC, exceeded its estimated future cash flows and a non-cash impairment charge of $2.8 million was recorded based on the difference between the carrying value of the restaurants assets and the estimated future value. |
Geographic information (Tables)
Geographic information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segments, Geographical Areas [Abstract] | |
Summary of Financial Information by Geographic Location | The following table contains certain financial information by geographic location for the years ended December 31, 2016 and 2015 : Years ended December 31, United States: 2016 2015 Revenues – owned units $ 63,948,436 $ 52,610,182 Management, incentive and royalty fee revenue 4,140,618 5,506,537 Net assets 3,899,627 15,167,639 Foreign: Revenues – owned units $ — $ — Management and development fee revenue 4,324,966 2,415,047 Net assets 3,478,911 4,437,332 |
Business and summary of signi43
Business and summary of significant accounting policies - Nature of business (Details) | Oct. 10, 2013 | Dec. 31, 2016restaurant_and_loungelocation | Dec. 31, 2015 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Number of restaurants and lounges owned and operated | 8 | ||
Number of restaurants and lounges managed | 5 | ||
Number of restaurants and lounges under licensing agreement | 1 | ||
Number of locations with food and beverage services | location | 6 | ||
Number of locations with leased food and beverage services | location | 1 | ||
Number of locations operated under food and beverage hospitality management agreements | location | 5 | ||
Little West 12th | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 61.22% | 61.22% | |
One LA | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 78.47% | ||
WSATOG | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
JEC II | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 96.14% | 96.14% | |
One Marks | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 95.09% | 95.09% | |
Midtown Holdings | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
Asellina Marks | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 50.00% | 50.00% | |
TOG UK | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
Additional interest purchased (as a percent) | 49.99% | ||
BBCLV | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 86.06% | 86.06% | |
STK DC | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 93.50% | 93.50% | |
STK-Orlando | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
TOG Biscayne | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
STK-Chicago | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
STK-Westwood | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
STK-Denver | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
Texas Holdings | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | ||
STK San Diego | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
STK Rooftop San Diego | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
STK Toronto | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | ||
ONE Group-MENA | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Number of restaurants and lounges under licensing agreement | 3 | ||
Ownership interest (as a percent) | 100.00% | ||
STK Ibiza | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | 100.00% | |
ONE Group-STKPR | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest (as a percent) | 100.00% | ||
STKs | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Number of restaurants and lounges owned and operated | 11 | ||
Number of restaurants and lounges managed | 13 | ||
Number of restaurants and lounges owned and managed | 14 | ||
Little West 12th | Basement Manager | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 100.00% | 100.00% | |
STK-LA | Bridge Hospitality, LLC | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 77.00% | 77.00% | |
WSATOG | Miami Services and STK Miami | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 100.00% | ||
One 29 Park Management | One 29 Park, LLC | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 10.00% | 10.00% | |
Midtown Holdings | STK Midtown and STKOUT Midtown | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 100.00% | ||
TOG UK | TOG Aldwych, CA Aldwych, and Hip Hospitality UK | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 100.00% | ||
TOG UK | Hip Hospitality UK | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 100.00% | 100.00% | |
Texas Holdings | Texas Holdings II | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 100.00% | ||
Texas Holdings II | STK Dallas and STK Rebel Austin | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in subsidiary (as a percent) | 100.00% |
Business and summary of signi44
Business and summary of significant accounting policies - Concentrations of credit risk (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | ||
Cash balances in excess of federally insured limits | $ 789,157 | $ 897,383 |
Allowance for uncollectible accounts receivable | $ 0 | $ 0 |
Total Revenue | Geographic Concentration Risk | New York Downtown | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 9.00% | 10.00% |
Total Revenue | Geographic Concentration Risk | New York Midtown | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 9.00% | 9.00% |
Total Revenue | Geographic Concentration Risk | Las Vegas | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% | 17.00% |
Total Revenue | Geographic Concentration Risk | London | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.00% | 15.00% |
Business and summary of signi45
Business and summary of significant accounting policies - Foreign currency translation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Foreign currency translation losses | $ (1,123,568) | $ (189,687) |
Business and summary of signi46
Business and summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computer and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Computer and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Business and summary of signi47
Business and summary of significant accounting policies - Impairment of long-lived assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Impairment loss | $ 95,773 | $ 2,975,744 |
Business and summary of signi48
Business and summary of significant accounting policies Business and summary of significant accounting policies - Revenue recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Management and employee meals | $ 308 | $ 273 |
Business and summary of signi49
Business and summary of significant accounting policies - Income taxes and advertising expense (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Decrease in valuation allowance | $ 7,700,000 | $ 12,000,000 | |
Unrecognized tax benefits | 0 | $ 0 | |
Advertising expense | $ 3,200,000 | $ 2,400,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Inventory | $ 1,308,851 | $ 1,152,119 |
Food | ||
Inventory [Line Items] | ||
Inventory | 209,319 | 208,452 |
Beverages | ||
Inventory [Line Items] | ||
Inventory | $ 1,099,532 | $ 943,667 |
Other current assets (Details)
Other current assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid taxes | $ 212,252 | $ 706,650 |
Landlord receivable | 678,604 | 1,476,502 |
Prepaid expenses | 537,891 | 1,171,488 |
Other | 383,040 | 204,413 |
Totals | $ 1,811,787 | $ 3,559,053 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation and amortization | $ 15,809,101 | $ 13,188,872 |
Property & equipment, net | 36,815,239 | 27,952,327 |
Depreciation and amortization | 2,647,333 | 2,191,450 |
Impairment loss | 3,452,206 | |
Accumulated depreciation written off | 476,462 | |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,543,573 | 7,576,125 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 36,147,135 | 24,365,576 |
Leasehold improvements and furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property & equipment, net | 29,881,607 | 18,752,829 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,579,510 | 7,967,181 |
Restaurant supplies | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,354,122 | 1,232,317 |
Asset under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 684,983 | $ 300,734 |
STK Edinburgh | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 1,000,000 | |
Disposal Group, Including Discontinued Operation, Liabilities | 1,021,358 | |
Impairment of assets disposed of | $ 95,773 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Sales tax payable | $ 1,386,499 | $ 1,045,195 |
Payroll and related | 730,615 | 661,761 |
Income taxes payable | 144,452 | 0 |
Due to hotels | 1,327,026 | 1,396,776 |
Rent | 320,854 | 0 |
Legal | 704,190 | 947,054 |
Insurance | 150,000 | 0 |
Other | 786,002 | 584,798 |
Totals | $ 5,549,638 | $ 4,635,584 |
Long term debt - Schedule of lo
Long term debt - Schedule of long term debt (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 17,156,033 | $ 12,636,763 |
Less: Current portion of Long Term Debt | 3,153,666 | 2,680,116 |
Discount on warrants, net | 834,500 | 0 |
Long Term Debt, net of Current Portion | 13,167,867 | 9,956,647 |
Future minimum loan payments: | ||
2,017 | 3,153,333 | |
2,018 | 3,180,798 | |
2,019 | 3,199,385 | |
2,020 | 1,264,790 | |
2,021 | 6,357,727 | |
Thereafter | 0 | |
Long-term debt | 17,156,033 | 12,636,763 |
Term Loan Agreements | Term Loan Agreements | ||
Debt Instrument [Line Items] | ||
Long-term debt | 9,485,000 | 11,980,000 |
Future minimum loan payments: | ||
Long-term debt | 9,485,000 | 11,980,000 |
Equipment Financing Agreement | Equipment Financing Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,421,033 | 656,763 |
Future minimum loan payments: | ||
Long-term debt | 1,421,033 | 656,763 |
Promissory notes, net | Promissory notes, net | ||
Debt Instrument [Line Items] | ||
Long-term debt | 6,250,000 | 0 |
Future minimum loan payments: | ||
Long-term debt | $ 6,250,000 | $ 0 |
Long term debt - Narrative (Det
Long term debt - Narrative (Details) | Oct. 24, 2016USD ($)$ / sharesshares | Aug. 16, 2016USD ($)installment | Aug. 11, 2016USD ($)$ / sharesshares | Jun. 27, 2016USD ($)$ / sharesshares | Jun. 05, 2015USD ($)installment | Jun. 02, 2015USD ($)installment | Jan. 01, 2015USD ($)installment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 17, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 17,156,033 | $ 12,636,763 | ||||||||
Repayments of equipment financing agreement | 226,872 | 64,282 | ||||||||
Debt instrument, unamortized discount | (834,500) | 0 | ||||||||
Interest expense | 833,000 | 416,000 | ||||||||
Capitalized interest | 466,000 | 381,000 | ||||||||
STK Locations | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit outstanding | 1,400,000 | |||||||||
Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount converted into the loan | $ 6,395,071 | |||||||||
Term Loan Agreements | Term Loan Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value of debt | $ 7,475,000 | |||||||||
Number of monthly installments | installment | 60 | |||||||||
Monthly principal payment | $ 124,583 | |||||||||
Interest rate | 5.00% | |||||||||
Long-term debt | 4,485,000 | 5,980,000 | ||||||||
Term Loan Agreements | Second Term Loan Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value of debt | $ 6,000,000 | |||||||||
Number of monthly installments | installment | 54 | |||||||||
Monthly principal payment | $ 111,111 | |||||||||
Interest rate | 5.00% | |||||||||
Long-term debt | 5,000,000 | 6,000,000 | ||||||||
Equipment Financing Agreement | Equipment Finance Agreement - June 2015 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value of debt | $ 1,000,000 | |||||||||
Number of monthly installments | installment | 60 | |||||||||
Interest rate | 5.00% | |||||||||
Long-term debt | 751,000 | |||||||||
Periodic payment of principal and interest | $ 19,686 | |||||||||
Repayments of equipment financing agreement | 185,000 | |||||||||
Equipment Financing Agreement | Equipment Finance Agreement - August 2016 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value of debt | $ 712,187 | |||||||||
Number of monthly installments | installment | 60 | |||||||||
Monthly principal payment | $ 13,769 | |||||||||
Interest rate | 5.00% | |||||||||
Long-term debt | 670,000 | |||||||||
Repayments of equipment financing agreement | 42,000 | |||||||||
Promissory notes, net | Ontario Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value of debt | $ 1,000,000 | |||||||||
Interest rate | 10.00% | |||||||||
Long-term debt | 1,000,000 | |||||||||
Debt instrument, unamortized discount | $ 125,000 | |||||||||
Promissory notes, net | Anson August Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value of debt | $ 3,000,000 | |||||||||
Interest rate | 10.00% | |||||||||
Long-term debt | 3,000,000 | |||||||||
Debt instrument, unamortized discount | $ 380,000 | |||||||||
Promissory notes, net | Promissory notes, net | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face value of debt | $ 2,250,000 | $ 3,000,000 | $ 1,000,000 | |||||||
Interest rate | 10.00% | |||||||||
Long-term debt | 6,250,000 | $ 0 | ||||||||
Percent of ownership, limitation with notice | 9.99% | |||||||||
Fair value of debt instrument | $ 400,000 | |||||||||
Common Stock | Promissory notes, net | Ontario Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of warrants issued (in shares) | shares | 100,000 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.61 | |||||||||
Common Stock | Promissory notes, net | Anson August Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of warrants issued (in shares) | shares | 300,000 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.61 | |||||||||
Common Stock | Promissory notes, net | Promissory notes, net | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of warrants issued (in shares) | shares | 340,000 | 300,000 | 100,000 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.39 | $ 2.61 | $ 2.61 |
Nonconsolidated variable inte56
Nonconsolidated variable interest entities - Company Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Investments | $ 3,065,557 | $ 2,910,362 |
Equity in income of investee companies | 674,289 | 1,038,854 |
Bagatelle NY LA Investors, LLC (“Bagatelle Investors”) | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments | 6,569 | 7,364 |
Bagatelle Little West 12th, LLC ( “Bagatelle NY”) | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments | 2,552,687 | 2,357,927 |
Bagatelle La Cienega, LLC (“Bagatelle LA”) | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments | 0 | 0 |
One 29 Park, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments | $ 506,301 | $ 545,071 |
Nonconsolidated variable inte57
Nonconsolidated variable interest entities - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)operating_restaurant_company | Dec. 31, 2015USD ($) | Dec. 31, 2011variable_interest_entity | |
Schedule of Equity Method Investments [Line Items] | |||
Number of entities formed | variable_interest_entity | 3 | ||
Due from related parties, net | $ 415,773 | $ 1,337,356 | |
Bagatelle NY LA Investors, LLC (“Bagatelle Investors”) | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of operating restaurant companies | operating_restaurant_company | 2 | ||
Equity method ownership interest (percent) | 31.24% | 31.24% | |
Bagatelle Little West 12th, LLC ( “Bagatelle NY”) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method 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 (“Bagatelle LA”) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method 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 | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method ownership interest (percent) | 10.00% | 10.00% | |
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure | |||
Schedule of Equity Method Investments [Line Items] | |||
Due from related parties, net | $ 467,702 |
Nonconsolidated variable inte58
Nonconsolidated variable interest entities - Financial information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Bagatelle NY LA Investors, LLC (“Bagatelle Investors”) | ||
Schedule of Equity Method Investments [Line Items] | ||
Current assets | $ 160,858 | $ 150,527 |
Non-current assets | 328,745 | 352,376 |
Current liabilities | 57,143 | 67,867 |
Non-current liabilities | 0 | 0 |
Revenues | 0 | 0 |
Gross profit | 0 | 0 |
Income (loss) from continuing operations | 208,705 | 346,420 |
Net income (loss) | 208,745 | 346,420 |
Bagatelle Little West 12th, LLC ( “Bagatelle NY”) | ||
Schedule of Equity Method Investments [Line Items] | ||
Current assets | 2,743,161 | 1,804,376 |
Non-current assets | 1,831,906 | 2,022,934 |
Current liabilities | 1,088,766 | 808,599 |
Non-current liabilities | 188,032 | 199,807 |
Revenues | 13,569,513 | 13,521,968 |
Gross profit | 10,147,373 | 10,061,406 |
Income (loss) from continuing operations | 1,506,948 | 1,994,781 |
Net income (loss) | 1,506,948 | 1,994,781 |
Bagatelle La Cienega, LLC (“Bagatelle LA”) | ||
Schedule of Equity Method Investments [Line Items] | ||
Current assets | 18,249 | 128,009 |
Non-current assets | 393,934 | 434,567 |
Current liabilities | 2,024,841 | 1,661,077 |
Non-current liabilities | 7,418 | 19,209 |
Revenues | 1,080,249 | 2,277,738 |
Gross profit | 815,404 | 1,806,393 |
Income (loss) from continuing operations | (502,366) | (310,393) |
Net income (loss) | (502,366) | (310,393) |
One 29 Park, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Current assets | 2,551,585 | 2,594,270 |
Non-current assets | 1,366,194 | 1,242,770 |
Current liabilities | 1,379,743 | 911,236 |
Non-current liabilities | 0 | 0 |
Revenues | 8,418,929 | 9,254,962 |
Gross profit | 6,729,996 | 7,486,609 |
Income (loss) from continuing operations | (384,412) | 95,082 |
Net income (loss) | $ (387,705) | $ 91,251 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2007 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Other current assets | $ 1,811,787 | $ 3,559,053 | |
Bridge Hospitality, LLC | |||
Related Party Transaction [Line Items] | |||
Management fee payable, percent of gross revenue | 2.00% | ||
Management fees | 0 | 39,675 | |
Management fee payable | 542 | ||
Non-Interest Bearing Cash Advances | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 415,773 | 1,337,356 | |
Design Services | Entity Owned by Stockholder | |||
Related Party Transaction [Line Items] | |||
Incurred expenses | 57,000 | 432,000 | |
Due to related parties | 22,000 | 0 | |
Legal Fees | Entity Owned by Stockholder | |||
Related Party Transaction [Line Items] | |||
Incurred expenses | 440,000 | 547,000 | |
Due to related parties | 240,000 | 105,000 | |
Rental Revenue | Entity Owned by Stockholder | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 0 | 0 | |
Revenue from related parties | 188,000 | 155,000 | |
Construction Services | Entity Owned by Employee | |||
Related Party Transaction [Line Items] | |||
Incurred expenses | 5,900,000 | 12,200,000 | |
Due to related parties | 11,000 | 0 | |
Construction Related Deposits | Entity Owned by Stockholder | |||
Related Party Transaction [Line Items] | |||
Other current assets | 250,000 | $ 250,000 | |
TOG Liquidation Trust | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 1,200,000 | ||
Proceeds from warrant exercises | 1,200,000 | ||
Non-employee Directors | Quarterly Fee | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 40,000 | ||
Directors | Quarterly Fee | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 10,000 |
Income taxes - Schedule of inco
Income taxes - Schedule of income (loss) before taxes from continuing operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Loss from continuing operations before provision for income taxes | ||
Domestic | $ (5,769,069) | $ (2,077,455) |
Foreign | (224,798) | (135,337) |
Total | $ (5,993,867) | $ (2,212,792) |
Income taxes - Schedule of prov
Income taxes - Schedule of provision for income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current tax expense: | ||
Federal | $ 0 | $ 0 |
State and local | 61,920 | 533,815 |
Foreign | 259,987 | 207,952 |
Total current tax expense | 321,907 | 741,767 |
Deferred tax expense (benefit): | ||
Federal | 7,654,364 | (7,631,243) |
State and local | 2,393,893 | (2,376,233) |
Foreign | (252) | (50,778) |
Total deferred tax expense (benefit) | 10,048,005 | (10,058,254) |
Total income tax expense (benefit) | $ 10,369,912 | $ (9,316,487) |
Income taxes - Schedule of reco
Income taxes - Schedule of reconciliation of statutory federal income tax rate to effective income tax rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax reconciliation of the effective tax rate and the statutory rate | ||
Income tax benefit at federal statutory rate | $ (2,037,915) | $ (752,349) |
State and local taxes – current | 30,951 | 42,227 |
State and local taxes (benefits) – deferred | (746,820) | (574,273) |
FICA tip credit | (430,360) | (495,254) |
Foreign rate differential | (42,418) | 19,500 |
Foreign tax - unrepatriated earnings | 784,999 | 0 |
Change in valuation allowance | 12,029,957 | (7,707,333) |
Other items, net | 781,518 | 150,995 |
Total income tax expense (benefit) | $ 10,369,912 | $ (9,316,487) |
Reconciliation between the statutory rate and the effective tax rate, percent | ||
Income tax benefit at federal statutory rate | 34.00% | 34.00% |
State and local taxes – current | (0.50%) | (1.90%) |
State and local taxes (benefits) – deferred | 12.50% | 26.00% |
FICA tip credit | 7.20% | 22.40% |
Foreign rate differential | 0.70% | (0.90%) |
Foreign tax - unrepatriated earnings | (13.10%) | 0.00% |
Change in valuation allowance | (200.70%) | 348.30% |
Other items, net | (13.10%) | (6.80%) |
Total income tax expense | (173.00%) | 421.10% |
Income taxes Income taxes - Nar
Income taxes Income taxes - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ (12,029,957) | $ 0 | |
Decrease in valuation allowance | $ 7,700,000 | 12,000,000 | |
ASC 740-10 liability | 229,000 | 0 | |
Unrecognized tax benefits | 0 | 0 | |
Undistributed earnings of foreign subsidiaries | 1,921,193 | ||
Deferred tax liabilities, unremitted foreign earnings | 784,999 | 0 | |
Deferred tax asset, foreign tax credit carryforwards | 384,239 | $ 109,957 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 15,196,296 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 12,068,283 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 418,634 |
Income taxes - Schedule of defe
Income taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Deferred rent liabilities | $ 3,744,188 | $ 4,027,504 |
Lease incentives | 1,565,606 | 508,351 |
Stock compensation | 744,701 | 563,582 |
FICA tip credit carryforward | 2,065,680 | 1,421,757 |
Net operating loss | 6,246,404 | 1,899,676 |
Goodwill | 2,861,663 | 3,258,403 |
Derivative expense | 0 | 42,899 |
Inventory | 10,200 | 9,789 |
Charitable contributions carryforward | 30,283 | 6,131 |
Foreign tax credit carryforward | 384,239 | 109,957 |
Deferred revenue | 477,895 | 471,710 |
State and local tax credit carryforward | 305,675 | 243,508 |
Total deferred tax assets | 18,436,534 | 12,563,267 |
Deferred tax liabilities: | ||
Depreciation and amortization | (5,321,194) | (2,352,575) |
Basis in LLC interest | (20,353) | (117,020) |
Unremitted foreign earnings | (784,999) | 0 |
ASC 740-10 liability | 229,000 | 0 |
Total deferred tax liabilities | (6,355,546) | (2,469,595) |
Valuation allowance | (12,029,957) | 0 |
Net deferred tax assets | $ 51,031 | $ 10,093,672 |
Derivative liability - Narrativ
Derivative liability - Narrative (Details) - USD ($) | Feb. 27, 2016 | Oct. 16, 2013 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Measurements [Line Items] | ||||
Derivative income | $ 100,000 | $ 6,141,000 | ||
The One Group | ||||
Fair Value Measurements [Line Items] | ||||
Additional payments to TOG Members (up to) | $ 14,100,000 | |||
Shares required for additional payments to TOG Members (in shares) | 5,750,000 | |||
Exercise price of warrants (in dollars per share) | $ 5 | |||
Expired warrants, write-off | $ 100,000 |
Commitments and contingencies -
Commitments and contingencies - Operating leases (Details) - Operating Lease - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Payments | ||
2,017 | $ 7,465,714 | |
2,018 | 7,554,444 | |
2,019 | 7,613,432 | |
2,020 | 7,853,932 | |
2,021 | 7,376,633 | |
Thereafter | 89,682,674 | |
Total | 127,546,829 | |
Receipts | ||
2,017 | (687,687) | |
2,018 | (708,496) | |
2,019 | (729,751) | |
2,020 | (705,284) | |
2,021 | (144,000) | |
Thereafter | 0 | |
Total | (2,975,218) | |
Net Amount | ||
2,017 | 6,778,027 | |
2,018 | 6,845,948 | |
2,019 | 6,883,681 | |
2,020 | 7,148,648 | |
2,021 | 7,232,633 | |
Thereafter | 89,682,674 | |
Total | 124,571,611 | |
Percentage rent | 788,250 | $ 369,126 |
Rent expense | 4,504,897 | 4,909,851 |
Rental income related to subleases | $ 782,629 | $ 795,895 |
Commitments and contingencies67
Commitments and contingencies - License and management fees (Details) € in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2016USD ($)locationoption_period | May 31, 2016USD ($)option_period | Oct. 31, 2015EUR (€)option_period | Jun. 30, 2014 | May 31, 2013 | Dec. 31, 2011 | Jul. 31, 2010 | Jan. 31, 2010option_period | Jul. 31, 2009 | Jun. 30, 2007 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Bridge Hospitality, LLC | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Management fee payable, percent of gross revenue | 2.00% | |||||||||||
Management fees | $ 0 | $ 39,675 | ||||||||||
Management fee payable | 542 | |||||||||||
STK-Vegas | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Management agreement term | 10 years | |||||||||||
Number of option periods | option_period | 2 | |||||||||||
Duration of option period | 5 years | |||||||||||
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% | |||||||||||
Management fees revenue | 4,478,632 | 4,628,231 | ||||||||||
One 29 Park, LLC | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Management fees revenue | 512,454 | 576,401 | ||||||||||
Management fee receivable, percent of revenue | 5.00% | |||||||||||
Percentage of base beverage fees | 50.00% | |||||||||||
Hip Hospitality UK | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Management fees revenue | 551,423 | 602,049 | ||||||||||
Management fee receivable, percent of revenue | 5.50% | |||||||||||
Management fees receivable | 117,576 | 443,989 | ||||||||||
TOG Aldwych | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Management fees | 1,869,372 | 1,532,026 | ||||||||||
Management fees receivable | 520,649 | 449,874 | ||||||||||
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% | |||||||||||
CA Aldwych | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Management fees revenue | 20,485 | 117,105 | ||||||||||
Management fees receivable | 74,546 | |||||||||||
Management fee receivable, percent of receipts | 5.00% | |||||||||||
Marketing fee, percent of food and beverage receipts | 1.50% | |||||||||||
Operators preferred return fee payable | 276,394 | |||||||||||
TOG Milan | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Management fees revenue | 304,970 | 250,211 | ||||||||||
Management fees receivable | 43,401 | 116,342 | ||||||||||
Management fee receivable, percent of receipts | 5.00% | |||||||||||
Operators preferred return fee payable | 127,765 | 408,511 | ||||||||||
TOG Milan S.R.L | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Additional fee, percent of net operating revenue | 65.00% | |||||||||||
Marketing fee, percent of operating revenue | 1.50% | |||||||||||
STK Ibiza | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Number of option periods | option_period | 1 | |||||||||||
Duration of option period | 10 years | |||||||||||
Franchise revenue, entry fee | € | € 1,025 | |||||||||||
Royalty revenue, percentage of restaurant gross revenue | 8.00% | |||||||||||
ONE Group-STKPR | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Number of option periods | option_period | 1 | |||||||||||
Duration of option period | 5 years | |||||||||||
Franchise revenue, entry fee | $ 250,000 | |||||||||||
Royalty revenue, percentage of restaurant gross revenue | 5.00% | |||||||||||
Royalty revenue, percentage of beach venue gross revenue threshold | 2.00% | |||||||||||
Royalty revenue, beach venue gross revenue threshold | $ 1,800,000 | |||||||||||
Royalty revenue, percentage of beach venue gross revenue in excess of threshold | 5.00% | |||||||||||
ONE Group-MENA | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Number of option periods | option_period | 1 | |||||||||||
Duration of option period | 10 years | |||||||||||
Franchise revenue, entry fee | $ 600,000 | |||||||||||
Royalty revenue, percentage of restaurant gross revenue | 5.00% | |||||||||||
Maximum number of restaurants to be developed and operated under licensing agreement | location | 3 | |||||||||||
Franchise revenue per location | $ 250,000 | |||||||||||
Management Fees and Reimbursable Expenses | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Due from related parties | 387,862 | 398,607 | ||||||||||
Deferred License Revenue | STK Ibiza | ||||||||||||
License and Management Fees [Line Items] | ||||||||||||
Franchise revenue, entry fee | $ 1,014,414 | $ 1,044,592 |
Retirement plan (Details)
Retirement plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Employer contributions | $ 0 | $ 0 |
Outstanding warrants (Details)
Outstanding warrants (Details) | Oct. 24, 2016USD ($)$ / sharesshares | Aug. 11, 2016USD ($)$ / sharesshares | Jun. 27, 2016USD ($)$ / sharesshares | Oct. 16, 2013$ / sharesshares | Oct. 16, 2013$ / sharesshares | Feb. 27, 2016shares | Oct. 15, 2013$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||||
Outstanding warrants to purchase membership units (in shares) | shares | 62,280 | ||||||
The One Group | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 5 | $ 5 | |||||
Merger exchange ratio | 8.09 | ||||||
Number of shares exchanged for warrants exercised (in shares) | shares | 5,750,000 | 5,750,000 | |||||
Trigger price (in dollars per share) | $ 6.25 | $ 6.25 | |||||
Warrants, convertible, threshold trading days | 20 days | ||||||
Warrants, convertible, threshold consecutive trading days | 30 days | ||||||
Number of warrants expired (in shares) | shares | 5,750,000 | ||||||
Minimum | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 22.94 | ||||||
Maximum | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 32 | ||||||
Promissory notes, net | Promissory notes, net | |||||||
Class of Warrant or Right [Line Items] | |||||||
Face value of debt | $ | $ 2,250,000 | $ 3,000,000 | $ 1,000,000 | ||||
Percent of ownership, limitation with notice | 9.99% | ||||||
Common stock | Promissory notes, net | Promissory notes, net | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 2.39 | $ 2.61 | $ 2.61 | ||||
Number of warrants issued (in shares) | shares | 340,000 | 300,000 | 100,000 |
Discontinued operations (Detail
Discontinued operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | $ 0 | $ 0 |
Costs and expenses | 92,090 | 2,476 |
Net loss from discontinued operations, net of tax | (92,090) | (2,476) |
Discontinued Operations, Disposed of by Means Other than Sale, Abandonment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 0 | 787 |
Accounts receivable | 0 | 0 |
Inventory | 0 | 0 |
Prepaid expenses and other current assets | 47,376 | 47,376 |
Assets of discontinued operations - current | 47,376 | 48,163 |
Property and equipment, net | 0 | 0 |
Security deposits | 75,000 | 75,000 |
Assets of discontinued operations - long term | 75,000 | 75,000 |
Accounts payable and accrued liabilities | 495,248 | 409,108 |
Liabilities of discontinued operations - current | 495,248 | 409,108 |
Net assets | $ (372,872) | $ (285,945) |
Stockholders' equity (Details)
Stockholders' equity (Details) | Oct. 16, 2013USD ($)$ / sharesshares | Feb. 29, 2016shares | Feb. 09, 2016USD ($)shares | Dec. 31, 2016$ / sharesshares | Jan. 19, 2016$ / sharesshares | Jan. 15, 2016 | Dec. 31, 2015$ / sharesshares | Oct. 15, 2013shares |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 | ||||||
Common stock, par value (In dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares outstanding (in shares) | 25,050,628 | 24,972,515 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Payments to acquire member interest | $ | $ 11,750,000 | |||||||
Maximum number of shares available for purchase for rights offering (in shares) | 1,454,545 | |||||||
Rights conversion ratio into shares for rights offering | 1 | |||||||
Exercise price per share for rights offering (in dollars per share) | $ / shares | $ 2.75 | |||||||
Rights conversion ratio from common stock owned for rights offering | 0.0582 | |||||||
Gross proceeds from issuance of stock from rights offering | $ | $ 4,000,000 | |||||||
Number of shares issued from rights offering (in shares) | 1,454,545 | |||||||
Number of shares issued for basic subscription rights from rights offering (in shares) | 632,582 | |||||||
Net proceeds from issuance of stock from rights offering | $ | $ 3,800,000 | |||||||
Common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Total merger consideration (in shares) | 12,631,400 | |||||||
Escrow shares (in shares) | 2,000,000 | |||||||
Initial Stockholders | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 9,125,000 | 12,500,000 | ||||||
Shares forfeited (in shares) | 3,375,000 | 1,437,500 | ||||||
Mr. Segal | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued to chief executive officer and related entities as pro rata portion of shares (in shares) | 7,680,666 | |||||||
Mr. Segal | Common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued to CEO and director as a control premium (in shares) | 1,000,000 | |||||||
Directors | Common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of restricted stock (in shares) | 59,000 | |||||||
The One Group | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares exchanged for warrants exercised (in shares) | 5,750,000 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 5 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) | Sep. 19, 2016 | Sep. 06, 2016 | Apr. 08, 2016 | Apr. 01, 2016 | Feb. 27, 2016 | Apr. 30, 2016 | Oct. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ 837,995 | $ 811,658 | |||||||
Unrecognized compensation cost related to unvested stock-based awards | 2,400,000 | 1,900,000 | |||||||
Fair value of options vested | 1,460,228 | 918,424 | |||||||
General and Administrative Expense | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ 837,995 | $ 811,658 | |||||||
Mr. Segal | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of options forfeited (in shares) | 228,088 | ||||||||
Mr. Goldfinger | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of options forfeited (in shares) | 114,044 | ||||||||
Employee Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 30,000 | 30,000 | 1,000,000 | 250,000 | 560,000 | 0 | |||
Granted (in dollars per share) | $ 2.39 | $ 2.61 | $ 2.73 | $ 2.83 | $ 2.72 | ||||
Number of options forfeited (in shares) | 375,566 | ||||||||
Unrecognized compensation cost, recognition period | 2 years 7 months 5 days | ||||||||
Options granted, weighted-average grant date fair value (in dollars per share) | $ 1.65 | $ 1.86 | |||||||
Employee Stock Option | Mr. Segal | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 1,022,104 | ||||||||
Granted (in dollars per share) | $ 5 | ||||||||
Employee Stock Option | Mr. Segal | Time Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting rate (percent) | 50.00% | ||||||||
Employee Stock Option | Mr. Segal | Achievement of Targeted Annual Milestones | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting rate (percent) | 50.00% | ||||||||
Employee Stock Option | Mr. Goldfinger | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 511,052 | ||||||||
Granted (in dollars per share) | $ 5 | ||||||||
Employee Stock Option | Mr. Goldfinger | Time Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting rate (percent) | 50.00% | ||||||||
Employee Stock Option | Mr. Goldfinger | Achievement of Targeted Annual Milestones | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting rate (percent) | 50.00% | ||||||||
Unrestricted Stock | Directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ 160,000 | $ 160,000 | |||||||
Options Granted Upon Achievement of Certain Milestones | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 625,000 | 125,000 | |||||||
Options Granted Upon Achievement of Certain Milestones | Key Executives | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 1,137,082 | ||||||||
2013 Employee, Director and Consultant Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Authorized shares (in shares) | 4,773,992 | ||||||||
Contractual term | 10 years | ||||||||
Option vesting period | 5 years | ||||||||
Restricted Stock | Employee Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock granted (in shares) | 787,500 |
Stock-based compensation - Stoc
Stock-based compensation - Stock option grants (Details) - $ / shares | Sep. 19, 2016 | Sep. 06, 2016 | Apr. 08, 2016 | Apr. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares | 30,000 | 30,000 | 1,000,000 | 250,000 | 560,000 | 0 |
Exercise price (in dollars per share) | $ 2.39 | $ 2.61 | $ 2.73 | $ 2.83 | $ 2.72 | |
Options Granted Upon Achievement of Certain Milestones | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares | 625,000 | 125,000 |
Stock-based compensation - Fair
Stock-based compensation - Fair value assumptions (Details) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 7 years 5 months 13 days |
Risk-free interest rate | 1.41% |
Volatility | 37.00% |
Dividend yield | 0.00% |
Stock-based compensation - Summ
Stock-based compensation - Summary of status of company's stock option activity (Details) - Employee Stock Option - USD ($) | Sep. 19, 2016 | Sep. 06, 2016 | Apr. 08, 2016 | Apr. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Shares | ||||||
Beginning balance outstanding (in shares) | 1,672,578 | |||||
Granted (in shares) | 30,000 | 30,000 | 1,000,000 | 250,000 | 560,000 | 0 |
Exercised (in shares) | 0 | |||||
Cancelled, expired, or forfeited (in shares) | (375,566) | |||||
Ending balance outstanding (in shares) | 1,857,012 | 1,672,578 | ||||
Exercisable (in shares) | 832,442 | |||||
Weighted Average Exercise Price | ||||||
Beginning balance outstanding (in dollars per share) | $ 5.05 | |||||
Granted (in dollars per share) | $ 2.39 | $ 2.61 | $ 2.73 | $ 2.83 | 2.72 | |
Exercised (in dollars per share) | 0 | |||||
Cancelled, expired, or forfeited (in dollars per share) | 5.01 | |||||
Ending balance outstanding (in dollars per share) | 4.28 | $ 5.05 | ||||
Exercisable (in dollars per share) | $ 4.71 | |||||
Weighted Average Remaining Contractual Life (Years) | ||||||
Outstanding | 7 years 9 months 18 days | |||||
Exercisable | 7 years 4 months 6 days | |||||
Intrinsic Value | ||||||
Outstanding | $ 0 | |||||
Exercisable | $ 0 |
Stock-based compensation - Su76
Stock-based compensation - Summary of restricted stock units (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Shares | |
Beginning balance outstanding (in shares) | 0 |
Granted (in shares) | 787,500 |
Cancelled, expired, or forfeited (in shares) | (71,250) |
Ending balance outstanding (in shares) | 716,250 |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 2.73 |
Cancelled, expired, or forfeited (in shares) | $ / shares | 2.73 |
Outstanding (in shares) | $ / shares | $ 2.73 |
Exercisable (in shares) | 0 |
Segment reporting (Details)
Segment reporting (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 3 | |
Segment Reporting Information [Line Items] | ||
Total segment revenues | $ 72,414,020 | $ 60,531,766 |
Total segment profit | 15,285,790 | 13,032,138 |
General and Administrative | 11,172,764 | 10,711,002 |
Depreciation and amortization | 2,647,333 | 2,191,450 |
Interest expense, net of interest income | 464,165 | 30,380 |
Income from equity method investments | (674,289) | (1,038,854) |
Other | 7,669,684 | 3,350,952 |
Loss from continuing operations before provision for income taxes | (5,993,867) | (2,212,792) |
Capital assets, net | 36,815,239 | 27,952,327 |
Impairment of fixed assets | 95,773 | 2,975,744 |
STKs | ||
Segment Reporting Information [Line Items] | ||
Total segment revenues | 63,248,936 | 52,213,149 |
Total segment profit | 6,294,742 | 5,313,615 |
Capital assets, net | 36,505,741 | 27,678,010 |
STKs | Washington DC | ||
Segment Reporting Information [Line Items] | ||
Impairment of fixed assets | 2,800,000 | |
F&B | ||
Segment Reporting Information [Line Items] | ||
Total segment revenues | 8,465,584 | 7,921,584 |
Total segment profit | 8,465,584 | 7,921,584 |
Capital assets, net | 253,120 | 217,942 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total segment revenues | 699,500 | 397,033 |
Total segment profit | 525,464 | (203,061) |
Capital assets, net | $ 56,378 | $ 56,375 |
Geographic information (Details
Geographic information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues – owned units | $ 63,948,436 | $ 52,610,182 |
Management, incentive, royalty and development fee revenue | 8,465,584 | 7,921,584 |
United States: | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues – owned units | 63,948,436 | 52,610,182 |
Management, incentive, royalty and development fee revenue | 4,140,618 | 5,506,537 |
Net assets | 3,899,627 | 15,167,639 |
Foreign: | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues – owned units | 0 | 0 |
Management, incentive, royalty and development fee revenue | 4,324,966 | 2,415,047 |
Net assets | $ 3,478,911 | $ 4,437,332 |
Liquidity (Details)
Liquidity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 16,455,869 | $ (7,101,219) |
Working capital deficit | 3,900,000 | |
Accumulated deficit | 27,763,194 | $ 11,074,708 |
Cash and cash equivalents, net of overdrafts | $ 918,000 |
Subsequent events (Details)
Subsequent events (Details) - Business Loan and Security Agreement [Member] - American Express Bank, FSB - Subsequent Event | Feb. 17, 2017USD ($) |
Subsequent Event [Line Items] | |
Face value of debt | $ 1,000,000 |
Fee percent | 3.50% |
Repayment rate | 6.00% |
Loan term | 365 days |