Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
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-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 25,139,015 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,787,850 | $ 1,597,782 |
Accounts receivable, net | 5,326,175 | 4,959,822 |
Inventory | 1,386,965 | 1,308,851 |
Other current assets | 2,317,835 | 1,811,787 |
Due from related parties, net | 708,411 | 415,773 |
Total current assets | 11,527,236 | 10,094,015 |
Property and equipment, net | 37,302,061 | 36,815,239 |
Investments | 3,110,868 | 3,065,557 |
Deferred tax assets | 51,890 | 51,031 |
Security deposits | 2,210,346 | 2,203,837 |
Other assets | 627,751 | 661,936 |
Total assets | 54,830,152 | 52,891,615 |
Current liabilities: | ||
Cash overdraft | 1,316,115 | 679,938 |
Long term debt, current portion | 4,057,042 | 3,153,666 |
Accounts payable | 6,146,020 | 3,761,823 |
Accrued expenses | 4,279,913 | 5,549,638 |
Deferred license revenue | 109,957 | 109,957 |
Deferred revenue | 754,742 | 612,574 |
Total current liabilities | 16,663,789 | 13,867,596 |
Deferred license revenue, long-term | 1,550,843 | 1,109,635 |
Due to related parties, long term | 1,197,375 | 1,197,375 |
Long term debt, net of current portion | 12,429,710 | 13,167,867 |
Deferred rent payable | 16,135,555 | 16,170,605 |
Total liabilities | 47,977,272 | 45,513,078 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 25,050,628 shares issued and outstanding at March 31, 2017 (unaudited) and December 31, 2016 | 2,505 | 2,505 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2017 (unaudited) and December 31, 2016 | 0 | 0 |
Additional paid-in capital | 37,537,582 | 37,384,243 |
Accumulated deficit | (28,164,960) | (27,763,194) |
Accumulated other comprehensive loss | (1,600,129) | (1,543,951) |
Total stockholders’ equity | 7,774,998 | 8,079,603 |
Noncontrolling interest | (922,118) | (701,066) |
Total stockholders’ equity including noncontrolling interest | 6,852,880 | 7,378,537 |
Total liabilities and stockholders’ equity | $ 54,830,152 | $ 52,891,615 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share (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 | 25,050,628 |
Common stock, shares outstanding (in shares) | 25,050,628 | 25,050,628 |
Preferred stock, par value per share (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 (LOSS) (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Owned unit net revenues | $ 18,112,982 | $ 14,379,930 |
Management and incentive fee revenue | 2,313,716 | 2,014,051 |
Total revenue | 20,426,698 | 16,393,981 |
Owned operating expenses: | ||
Food and beverage costs | 4,674,061 | 3,528,753 |
Unit operating expenses | 11,507,774 | 9,247,655 |
General and administrative | 2,920,897 | 2,683,696 |
Depreciation and amortization | 865,870 | 522,639 |
Lease termination expense | 28,161 | 0 |
Pre-opening expenses | 714,342 | 900,186 |
Equity in income of investee companies | (45,311) | (82,585) |
Derivative income | 0 | (100,000) |
Interest expense, net of interest income | 258,990 | 98,169 |
Other expense | 11,948 | 225,034 |
Total costs and expenses | 20,936,732 | 17,023,547 |
Loss from continuing operations before provision for income taxes | (510,034) | (629,566) |
Income tax benefit | (16,746) | (65,951) |
Loss from continuing operations | (493,288) | (563,615) |
Loss (income) from discontinued operations, net of taxes | 106,230 | (1,835) |
Net loss | (599,518) | (561,780) |
Less: net loss attributable to noncontrolling interest | (197,752) | (104,877) |
Net loss attributable to The ONE Group Hospitality, Inc. | (401,766) | (456,903) |
Amounts attributable to The ONE Group Hospitality, Inc.: | ||
Loss from continuing operations | (295,536) | (458,738) |
Loss (income) from discontinued operations, net of taxes | 106,230 | (1,835) |
Net loss attributable to The ONE Group Hospitality, Inc. | (401,766) | (456,903) |
Other comprehensive loss | ||
Currency translation adjustment | (56,178) | (21,405) |
Comprehensive loss | $ (457,944) | $ (478,308) |
Basic and diluted loss per share: | ||
Continuing operations (in dollars per share) | $ (0.01) | $ (0.02) |
Discontinued operations (in dollars per share) | 0 | 0 |
Net loss per share attributable to The ONE Group Hospitality, Inc. (in dollars per share) | $ (0.02) | $ (0.02) |
Shares used in computing basic and diluted loss per share (in shares) | 25,050,628 | 25,250,424 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - 3 months ended Mar. 31, 2017 - 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, 2016 | 25,050,628 | 25,050,628 | |||||
Beginning balance at Dec. 31, 2016 | $ 7,378,537 | $ 2,505 | $ 37,384,243 | $ (27,763,194) | $ (1,543,951) | $ 8,079,603 | $ (701,066) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation expense | 153,339 | 153,339 | 153,339 | ||||
Distributions to noncontrolling interest | (23,300) | (23,300) | |||||
Loss on foreign currency translation, net | (56,178) | (56,178) | (56,178) | ||||
Net loss | $ (599,518) | (401,766) | (401,766) | (197,752) | |||
Ending balance (in shares) at Mar. 31, 2017 | 25,050,628 | 25,050,628 | |||||
Ending balance at Mar. 31, 2017 | $ 6,852,880 | $ 2,505 | $ 37,537,582 | $ (28,164,960) | $ (1,600,129) | $ 7,774,998 | $ (922,118) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net loss | $ (599,518) | $ (561,780) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 865,870 | 522,639 |
Amortization of discounts on warrants | 47,312 | 0 |
Deferred rent payable | (35,050) | 206,711 |
Deferred taxes | 0 | 341,503 |
Equity in income of investee companies | (45,311) | (82,585) |
Derivative income | 0 | (100,000) |
Stock-based compensation | 153,339 | 143,967 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (386,185) | (10,932) |
Inventory | (78,114) | 41,909 |
Other current assets | (506,444) | (23,041) |
Due from related parties, net | (292,638) | (105,276) |
Security deposits | (6,509) | (3,225) |
Other assets | 32,018 | (259,455) |
Accounts payable | 2,393,846 | 154,037 |
Accrued expenses | (1,278,312) | (773,854) |
Deferred revenue | 583,376 | 129,019 |
Net cash provided by (used in) operating activities | 847,680 | (380,363) |
Investing activities: | ||
Purchase of property and equipment | (1,353,441) | (3,703,329) |
Distributions from equity investees | 0 | 105,401 |
Net cash used in investing activities | (1,353,441) | (3,597,928) |
Financing activities: | ||
Cash overdraft | 636,177 | (7,948) |
Proceeds from promissory note | 1,000,000 | 0 |
Repayment of term loan | (799,674) | (373,750) |
Repayment of equipment financing agreement | (82,419) | (49,341) |
Proceeds from rights offering | 0 | 3,862,990 |
Distributions to noncontrolling interest | (23,300) | (59,085) |
Net cash provided by financing activities | 730,784 | 3,372,866 |
Effect of exchange rate changes on cash and cash equivalents | (34,955) | (22,782) |
Net increase (decrease) in cash and cash equivalents | 190,068 | (628,207) |
Cash and cash equivalents, beginning of period | 1,597,782 | 1,841,872 |
Cash and cash equivalents, end of period | 1,787,850 | 1,213,665 |
Supplemental disclosure of cash flow data: | ||
Interest paid | 137,513 | 175,014 |
Income taxes paid | 0 | 108,624 |
Noncash investing and financing activities: | ||
Noncash property and equipment additions | $ 0 | $ 278,955 |
Business and basis of presentat
Business and basis of presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and basis of presentation | Business and basis of presentation: Nature of business: The Company is a global hospitality company that develops, owns and operates upscale, high-energy restaurants and lounges and provides turn-key food and beverage ("F&B") services for hospitality venues including hotels, casinos and other high-end locations globally. We opened our first restaurant in January 2004 in New York City and as of May 15, 2017 , we owned and operated (under lease agreements) 11 and managed (under management agreements) 13 restaurants and lounges globally, including 14 STKs in major metropolitan cities in the United States, Canada and Europe (of which eight are owned, five are managed and one is under a license agreement). In addition, we provide F&B services in seven hotels and casinos, one of which is under a lease agreement and six 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. Principles of consolidation: The accompanying consolidated financial statements of The ONE Group Hospitality, Inc. and its subsidiaries include the accounts of The ONE Group, LLC ("ONE Group") and its subsidiaries, Little West 12t h LLC (“Little West 12t h” ), One-LA, L.P. (“One LA”), Bridge Hospitality, LLC (“Bridge”), STK-LA, LLC (“STK-LA”), WSATOG (Miami), LLC (“WSATOG”), STK Miami Service, LLC (“Miami Services”), STK Miami, LLC (“STK Miami Beach”), 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”), STKOUT Midtown, LLC (“STKOUT Midtown”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), Asellina Marks LLC (“Asellina Marks”), Heraea Vegas, LLC (“Heraea”), Xi Shi Las Vegas, LLC (“Xi Shi Las Vegas”), T.O.G. (UK) Limited (“TOG UK”), Hip Hospitality Limited (“Hip Hospitality UK”), T.O.G. (Aldwych) Limited (“TOG Aldwych”), CA Aldwych Limited (“CA Aldwych"), T.O.G. (Milan) S.r.l. ("TOG Milan"), BBCLV, LLC (“BBCLV”), STK DC, LLC (“STK DC”), STK Orlando, LLC ("STK Orlando"), STK Chicago, LLC ("STK Chicago"), TOG Biscayne, LLC ("TOG Biscayne"), STK Westwood, LLC ("STK Westwood"), 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 Austin, LLC ("STK Austin"), STK San Diego, LLC ("STK San Diego"), STK Rooftop San Diego, LLC ("STK Rooftop San Diego"), 9401415 Canada Ltd. ("STK Toronto"), STK (Edinburgh) Limited ("STK Edinburgh"), STK Ibiza, LLC ("STK Ibiza"), Seaport Rebel Restaurant LLC ("STK Boston") and The ONE Group - STKPR, LLC ("STK Puerto Rico"). The entities are collectively referred to herein as the “Company” and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. Net Income (Loss) Per Common Share Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. At March 31, 2017 and 2016, 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. Net income (loss) per share amounts for continuing operations and discontinued operations are computed independently. As a result, the sum of per share amounts may not equal the total. Fair value measurements 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 value of the long term debt approximates its fair value since the components of long term debt have been recently negotiated. Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation in the consolidated financial statements. Unaudited interim financial information: The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or for any other interim period or other future year. In the opinion of management, the unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes for the fiscal year ended December 31, 2016 included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2017. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2017 | |
Text Block [Abstract] | |
Liquidity | Liquidity As of March 31, 2017, we had cash and cash equivalents of approximately $1.8 million . Our principal liquidity requirements are to meet our lease obligations, our working capital and capital expenditure needs and to pay principal and interest on our outstanding indebtedness. 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 the consolidated financial statements, including costs of opening currently planned new restaurants, through cash provided by operations and construction allowances provided by landlords of certain locations . We cannot be sure that these sources will be sufficient to finance our operations beyond that period, however, and we may seek additional financing in the future, which may or may not be available on terms and conditions satisfactory to us, or at all. |
Recent accounting pronouncement
Recent accounting pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Recent accounting pronouncements | Recent accounting pronouncements: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers” (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 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 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. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory: Inventory consisted of the following: At March 31, At December 31, Food $ 280,051 $ 209,319 Beverages 1,106,914 1,099,532 Totals $ 1,386,965 $ 1,308,851 |
Other current assets
Other current assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Other current assets: Other current assets consisted of the following: At March 31, At December 31, 2017 2016 Income tax receivable $ 212,252 $ 212,252 Landlord receivable 258,104 678,604 Prepaid expenses 677,726 537,891 Rent 624,150 68,740 Deposits 250,000 250,000 Other 295,603 64,300 Totals $ 2,317,835 $ 1,811,787 |
Property and equipment, net
Property and equipment, net | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net: Property and equipment, net consisted of the following: At March 31, At December 31, Furniture, fixtures and equipment $ 9,328,638 $ 9,130,469 Leasehold improvements 36,627,346 36,147,135 Less accumulated depreciation and amortization 16,629,416 15,809,101 29,326,568 29,468,503 Construction in progress 6,472,701 5,992,614 Restaurant supplies 1,502,792 1,354,122 Total $ 37,302,061 $ 36,815,239 Depreciation and amortization related to property and equipment included in continuing operations amounted to $865,870 and $522,639 in the three months ended March 31, 2017 and 2016 , respectively. During the three months ended March 31, 2016 , the Company wrote off fully depreciated furniture, fixtures and equipment and leasehold improvements of approximately $670,000 and $1.6 million , respectively, and corresponding accumulated depreciation. |
Accrued expenses
Accrued expenses | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued expenses | Accrued expenses: Accrued expenses consisted of the following: At March 31, At December 31, Sales tax payable $ 1,047,890 $ 1,386,499 Payroll and related 477,534 730,615 Income taxes payable — 144,452 Due to hotels 1,044,200 1,327,026 Legal 275,000 704,190 Rent 569,023 320,854 Insurance — 150,000 Interest 156,250 — Other 710,016 786,002 Totals $ 4,279,913 $ 5,549,638 |
Long term debt
Long term debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long term debt | Long term debt: Long term debt consisted of the following: At At March 31, 2017 December 31, 2016 Term Loan Agreements $ 8,777,918 $ 9,485,000 Equipment Financing Agreements 1,340,675 1,421,033 American Express Loan 907,409 — Promissory notes, net 6,250,000 6,250,000 17,276,002 17,156,033 Less: Current portion of Long Term Debt 4,057,042 3,153,666 Discount on warrants, net 789,250 834,500 Long Term Debt, net of Current Portion $ 12,429,710 $ 13,167,867 Future minimum loan payments: 2017 3,274,174 2018 3,170,310 2019 3,187,808 2020 1,280,594 2021 113,116 Thereafter 6,250,000 Total $ 17,276,002 On December 17, 2014, the Company entered into a Term Loan Agreement with BankUnited, N.A. in the amount of $7,475,000 maturing December 1, 2019 (the "Term Loan Agreement"). The Term Loan Agreement replaced the existing credit agreement which was terminated and the aggregate principal amount of the existing loans outstanding of $6,395,071 was converted into the Term Loan Agreement. Commencing on January 1, 2015, the Company made the first of sixty ( 60 ) consecutive monthly installments of $124,583 plus interest that accrues at an annual rate of 5.0% . Our obligations under the Term Loan Agreement are secured by substantially all of our assets. The outstanding balance under the Term Loan Agreement at March 31, 2017 and December 31, 2016 was $4,111,250 and $4,485,000 , 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 . On April 1, 2016, the Company commenced payment of 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, 2017 , 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 March 31, 2017 and December 31, 2016 was $ 4,666,668 and $5,000,000 , 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. The Company was in compliance with all of its financial covenants under the Term Loan Agreement and Second Term Loan Agreement as of March 31, 2017 , and the Company believes, based on current projections that it will continue to comply with such covenants through the next four quarters following the issuance of the consolidated finanial statements. 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 at our STKs in Orlando and Chicago. This Agreement bears interest at a rate per annum equal to 5.0% . 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. 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. The Ontario Note bears interest at a rate of 10% 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. 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. 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 warrant of $360,000 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. On August 16, 2016, the Company entered into a $712,187 Equipment Finance Agreement (the "Agreement") with Sterling National Bank. The Agreement covers certain equipment at our STKs that are under construction in San Diego, Denver and at our STK in Orlando. This Agreement bears interest at a rate per annum equal to 5.0% . 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 $13,769 including interest commencing September 1, 2016. On October 24, 2016, the Company entered into a $2,250,000 loan agreement with Anson through an unsecured promissory note (the "Anson October Note"). In consideration of the loan amount, we also issued to Anson a warrant (the "Anson October Warrant") to purchase 340,000 shares of our 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 our 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 our 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. At March 31, 2017 , the amount outstanding under the Anson October Note was $2.3 million . On February 17, 2017, certain of our 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 loan agreement is subordinated to the Company's term loan agreements with BankUnited.The entire balance of the loan amount is due and payable 365 days after the disbursement of the initial loan amount. At March 31, 2017 , the amount outstanding under the Loan was approximately $907,000 and payments of $93,000 were made during the three months ended March 31, 2017 . Interest paid amounted to $137,513 and $175,014 for the three months ended March 31, 2017 and 2016 , respectively. Capitalized interest amounted to $264,947 and $149,926 for the three months ended March 31, 2017 and 2016 , respectively. As of March 31, 2017 , the issued stand alone 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 | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Nonconsolidated variable interest entities | Nonconsolidated variable interest entities: GAAP provides 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 the right to receive benefits of the VIE that could be significant. 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. As of March 31, 2017 and December 31, 2016 , the Company held investments that were evaluated against the criteria for consolidation and determined that it is not the primary beneficiary of the investments because the Company lacks the power to direct the activities of the VIEs that most significantly impact their economic performance. Therefore, consolidation in the Company’s financial statements is not required. At March 31, 2017 and December 31, 2016 , the Company held the following equity investments: At March 31, At December 31, Bagatelle NY LA Investors, LLC ("Bagatelle Investors") $ 18,631 $ 6,569 Bagatelle Little West 12th, LLC ( "Bagatelle NY") 2,635,496 2,552,687 One 29 Park, LLC ("One 29 Park") 456,741 506,301 Totals $ 3,110,868 $ 3,065,557 Three Months Ended March 31, 2017 2016 Equity in income of investee companies $ 45,311 $ 82,585 Bagatelle Investors is a holding company that has interests in two operating restaurant companies, Bagatelle NY and Bagatelle LA. All three entities were formed in 2011. The Company holds interests in all three entities. The Company holds a 31.24% ownership over Bagatelle Investors as of March 31, 2017 and December 31, 2016 . The Company holds a 5.23% direct ownership over Bagatelle NY and has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 45.90% for a total effective ownership of 51.13% as of March 31, 2017 and December 31, 2016. The Company holds a 5.23% direct ownership over Bagatelle LA and has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 38.10% for a total effective ownership of 43.33% as of March 31, 2017 and December 31, 2016 . Bagatelle LA was closed on June 30, 2016. The Company holds a 10% direct ownership over One 29 Park as of March 31, 2017 and December 31, 2016 . The Company accounts for its investment in One 29 Park under the equity method since it has the ability to exercise significant influence over the entity. As of March 31, 2017 and December 31, 2016 , the Company provided no explicit or implicit financial or other support to these VIEs that were not previously contractually required. In addition to the amounts presented above, the Company had receivables included in due from related parties, net in the consolidated balance sheets of $598,572 and $467,702 as of March 31, 2017 and December 31, 2016, respectively. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions: Due from related parties (including equity investees) includes 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 March 31, 2017 and December 31, 2016 , these advances aggregated to a total of $708,411 and $415,773 , respectively. Also included are amounts due to board members in connection with their quarterly fees of $47,500 . Included in due from related parties, net at March 31, 2017 and December 31, 2016 is a balance due to an entity for design services owned by one of the Company's shareholders, this entity of approximately $22,000 and $0 , respectively. The Company incurred approximately $66,000 and $ 84,000 for the three months ended March 31, 2017 and 2016 , respectively, for legal fees to an entity owned by one of the Company’s shareholders. Included in due from related parties, net at March 31, 2017 and December 31, 2016 is a balance due to this entity of approximately $99,000 and $240,000 , respectively. The Company also received rental income for an office space sublease to this entity of $48,000 and $47,000 for the three months ended March 31, 2017 and 2016 , respectively, and there were no receivables outstanding from this entity at March 31, 2017 and December 31, 2016 . The Company incurred approximately $765,000 and $2.2 million for the three months ended March 31, 2017 and 2016 , respectively, for construction services to an entity owned by one of the Company’s shareholders. Included in other assets are construction related deposits paid to this entity amounting to $250,000 as of March 31, 2017 and December 31, 2016. Included in due from related parties, net at March 31, 2017 and December 31, 2016 is a balance due to this entity of approximately $16,000 and $11,000 , respectively. The Chief Executive Officer of the Company is a limited personal guarantor of the lease for the STK Miami Beach 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 Chief Executive Officer is also a limited personal guarantor of the lease 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 ("Bridge") is obligated to pay management fees equal to 2% of revenues to a member for the life of the agreement. Bridge ceased operations in 2015. Included in accounts payable at December 31, 2016 are amounts due for management fees of $542 . |
Derivative liability
Derivative liability | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability | Derivative liability: On October 16, 2013, the Company, formerly known as Committed Capital Acquisition Corporation ("Committed Capital"), 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 Company, CCAC Acquisition Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Committed Capital (“Merger Sub”), ONE Group and Samuel Goldfinger as ONE Group's representative. Pursuant to the Merger Agreement, ONE Group became a wholly-owned subsidiary of Committed Capital through a merger of Merger Sub with and into ONE Group, and the former members of ONE Group received shares of Committed Capital that constituted a majority of the outstanding shares of Committed Capital. The Merger provided for up to an additional $14,100,000 of payments to the former holders of ONE Group membership interests (the "TOG Members") and to a liquidating trust (the "Liquidating Trust") established for the benefit of the TOG Members and the holders of warrants to acquire membership interests of ONE Group 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 was required to make any payments on a monthly basis. Additionally, certain ONE Group employees were entitled to receive a contingent sign-on bonus of an aggregate of approximately $900,000 upon the exercise of the Public Warrants. Any Public Warrants that were unexercised were set to expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Company’s common stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on February 27, 2014. The Company estimated the fair value of the derivative liability at each reporting period based on the period of time between the balance sheet date, the exercise date and the possibility of exercise. The Public Warrants expired on February 27, 2016 and the remaining balance of $100,000 was written off on that date. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies: Operating leases: The Company is obligated under several operating leases for the restaurants, equipment and office space, expiring in various years through 2031, which provide for minimum annual rentals, escalations, percentage rent, common area expenses or increases in real estate taxes. Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to March 31, 2017 and thereafter are as follows: Period Payments Receipts Net Amount 2017 $ 5,596,757 $ (507,436 ) $ 5,089,321 2018 7,554,444 (690,980 ) 6,863,464 2019 7,613,432 (706,235 ) 6,907,197 2020 7,853,932 (675,768 ) 7,178,164 2021 7,376,633 (121,656 ) 7,254,977 Thereafter 89,682,674 — 89,682,674 Total $ 125,677,872 $ (2,702,075 ) $ 122,975,797 Rent expense (including percentage rent of $311,356 and $83,773 for the three months ended March 31, 2017 and 2016 , respectively), included in continuing operations, amounted to $1,280,016 and $1,456,623 for the three months ended March 31, 2017 and 2016 , respectively. Rent expense included in continuing operations has been reported in the consolidated statements of operations and comprehensive loss net of rental income of $187,029 and $214,042 for the three months ended March 31, 2017 and 2016 , respectively, related to subleases with related and unrelated parties which expire through 2021. License and management fees: In July 2009 , One 29 Park Management (a related party) 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 $83,394 and $107,160 for the three months ended March 31, 2017 and 2016 , respectively. Included in due from related parties at March 31, 2017 and December 31, 2016 are amounts due for management fees and reimbursable expenses of $214,657 and $387,862 , respectively. In January 2010 , STK Vegas entered into a management agreement with a third party for a term of 10 years , with two five -year option periods. Under this agreement, STK Vegas shall receive a management fee equal to 5% of gross sales, as defined (“gross sales fee”) plus 20% of net profits prior to the investment breakeven point date and 43% of net profits thereafter (“incentive fee”). In addition, STK Vegas is entitled to receive a development fee equal to $200,000 . Management fees amounted to $1,464,936 and $1,276,984 for the three months ended March 31, 2017 and 2016 , respectively. In July 2010 , Hip Hospitality UK entered into a management agreement with a third party to manage and operate the F&B 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 $124,669 and $157,152 for the three months ended March 31, 2017 and 2016 , respectively. Included in accounts receivable at March 31, 2017 and December 31, 2016 are amounts due for management fees of $52,331 and $117,576 , 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 F&B operations. In addition, TOG Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received from F&B operations and an additional fee equal to 65% of net operating profits, as defined, for the life of the management agreement which expires in 2032. Management fees amounted to $200,772 and $241,492 for the three months ended March 31, 2017 and 2016 , respectively. Included in accounts receivable at March 31, 2017 and December 31, 2016 are amounts due for management fees of $504,208 and $520,649 , 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 F&B operations. In addition, CA Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received F&B operations. Management fees amounted to $ 0 and $18,530 for the three months ended March 31, 2017 and 2016 , respectively. Included in accounts receivable at March 31, 2017 and December 31, 2016 are amounts due for management fees of $5,933 and $0 , respectively. 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) S.R.L. is entitled to receive a monthly marketing fee equal to 1.5% of operating revenues. Management fees amounted to $106,078 and $86,106 for the three months ended March 31, 2017 and 2016 , respectively. Included in accounts receivable and at March 31, 2017 and December 31, 2016 are amounts due for management fees of $287,892 and $43,401 , respectively. 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. $986,925 and $1,014,414 of the Entry Fee is included in deferred license revenue in the accompanying consolidated balance sheets as of March 31, 2017 and December 31, 2016, 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. In February 2017, The ONE Group-Qatar Ventures, LLC entered into a license agreement with Katara Hospitality QSC to develop and operate a restaurant under the STK brand in Doha, Qatar. The ONE Group-Qatar Ventures, LLC shall receive a $250,000 Territory Fee. The ONE Group-Qatar Ventures, LLC will also receive royalty fees equal to 5% of the gross revenues generated by each restaurant. The license agreement expires on the fifth anniversary of the opening of the restaurant with one five -year renewal option. |
Discontinued operations
Discontinued operations | 3 Months Ended |
Mar. 31, 2017 | |
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 classified as discontinued operations in the Company's consolidated balance sheets as of March 31, 2017 and December 31, 2016 : March 31, December 31, Other current assets $ 107,630 $ 107,630 Assets of discontinued operations - current 107,630 107,630 Security deposits 75,000 84,904 Assets of discontinued operations - long term 75,000 84,904 Accounts payable and accrued liabilities 535,406 529,797 Liabilities of discontinued operations - current 535,406 529,797 Net assets $ (352,776 ) $ (337,263 ) Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Revenue $ — $ — Costs and Expenses 106,230 (1,835 ) Net (loss) income from discontinued operations, net of taxes $ (106,230 ) $ 1,835 |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation: The Company is party to claims in lawsuits incidental to its business. In the opinion of management, the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or results of operations. |
Stockholders' equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity: The Company is authorized by its amended and restated certificate of incorporation to issue up to 75,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 31, 2017 and December 31, 2016 , there were 25,050,628 and 25,050,628 , outstanding shares of common stock, respectively, 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. 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 utilized the net proceeds of the Rights Offering to primarily fund the planned development of future STK restaurants. |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2017 | |
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 are granted at exercise prices equal to the market price of the Company’s common stock on the date of grant. All equity awards immediately vest upon a liquidation or a change in control event. The Company’s outstanding stock options and restricted stock are exercisable into shares of the Company’s common stock. The Company measures the cost of employee services received in exchange for an award of equity instruments, including grants of employee stock options and restricted stock awards, based on the fair value of the award at the date of grant in accordance with the modified prospective method. The Company uses the Black-Scholes model for purposes of determining the fair value of stock options granted and recognizes compensation costs ratably over the requisite service period, net of estimated forfeitures. For restricted stock awards, the grant-date fair value is the quoted market price of the stock. As of March 31, 2017 , all 1,649,512 options and 708,750 shares of restricted stock outstanding, respectively, were excluded from the calculation of dilutive earnings per share as their effect would have been anti-dilutive as the exercise price of these grants are above the average market price. For the three months ended March 31, 2017 and 2016 , the Company recognized $153,339 and $143,967 , 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. As of March 31, 2017 , there was approximately $1.8 million of total unrecognized compensation cost related to unvested share-based option compensation grants, which is expected to be amortized over a weighted-average period of 2.4 years. A summary of the status of stock option awards and changes during the three months ended March 31, 2017 are presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2016 1,857,012 $ 4.28 Granted — — Cancelled, expired, or forfeited 207,500 $ 3.43 Outstanding at March 31, 2017 1,649,512 $ 4.39 7.69 $ — Exercisable at March 31, 2017 873,341 $ 4.69 6.76 $ — The weighted-average grant-date fair value of option awards vested and non-vested during the three months ended March 31, 2017 was $1.65 . A summary of the status of restricted stock awards and changes during the three months ended March 31, 2017 are presented below: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 716,250 $ 2.73 Granted — — Cancelled, expired, or forfeited (7,500 ) $ 2.73 Outstanding at March 31, 2017 708,750 $ 2.73 Exercisable at March 31, 2017 — |
Segment reporting
Segment reporting | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment reporting | Segment reporting: The Company operates in three segments: owned STK units ("STKs"), F&B hospitality management agreements ("F&B") and other concepts ("Other"). We believe STKs, F&B and Other to be our reportable segments as they do not have similar economic or other characteristics to be aggregated into a single reportable segment. Our STKs segment consists of leased restaurant locations and competes in the full service dining industry. Our F&B segment consists of management agreements in which the Company operates the food and beverage services in hotels or casinos and could include an STK, which we refer to as managed STK units. We refer to owned STK units and managed STK units together as “STK units.” These management agreements generate management and incentive fees on net revenue at each location. Our Other segment includes owned non-STK leased locations. Three Months Ended March 31, 2017 2016 Revenues: STKs $ 16,369,334 $ 13,680,430 F&B 2,313,716 2,014,051 Other 1,743,648 699,500 $ 20,426,698 $ 16,393,981 Segment Profit (loss): STKs $ 1,288,390 $ 1,188,663 F&B 2,313,716 2,014,051 Other 642,757 414,859 Total segment profit 4,244,863 3,617,573 General and administrative 2,920,897 2,683,696 Depreciation and amortization 865,870 522,639 Interest expense, net of interest income 258,990 98,169 Other 709,140 942,635 Loss from continuing operations before provision for income taxes $ (510,034 ) $ (629,566 ) March 31, December 31, Property & equipment, net: STKs $ 36,987,974 $ 36,505,741 F&B 257,711 253,120 Other 56,376 56,378 Total 37,302,061 36,815,239 |
Geographic information
Geographic information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic information | Geographic information: The following table contains certain financial information by geographic location for the three months ended March 31, 2017 and 2016 , respectively, (the Company's foreign operations are mainly based in the United Kingdom, Spain and Italy): Three Months Ended March 31, 2017 2016 United States: Revenues - owned units $ 18,112,982 $ 14,379,930 Management, incentive and royalty fee revenue 1,836,123 1,455,818 Foreign: Management and development fee revenue 477,593 558,233 The following table contains certain financial information by geographic location at March 31, 2017 and December 31, 2016 : March 31, December 31, United States: Net assets $ 3,559,570 $ 3,899,627 Foreign: Net assets $ 3,293,310 $ 3,478,911 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes: Management assessed 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 believed 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 $12.0 million was 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. For the three months ended March 31, 2017 there were no changes to the valuation allowance. We estimate our annual effective income tax rate at the end of each quarterly period. This estimate takes into account the mix of expected income (loss) before income taxes by tax jurisdiction and enacted changes in tax laws. Our quarterly tax provision and quarterly estimate of the annual effective tax rate is subject to significant volatility due to several factors including, but not limited to, having to forecast income (loss) before income taxes by jurisdictions for the full year prior to the completion of the full year, changes in non-deductible expenses, jurisdictional mix of our income, non-recurring and impairment charges, as well as the actual amount of income (loss) before income taxes. For example, the impact of non-deductible expenses on our effective tax rate is greater when income (loss) before income taxes is lower. To the extent there are fluctuations in any of these variables during any given period, the provision for income taxes will vary accordingly. The Company recognized an income tax benefit of $16,746 for the three months ended March 31, 2017, compared to income tax benefit of $65,951 for the three months ended March 31, 2016. The Company’s effective tax rate was 14.7% for the three months ended March 31, 2017 compared to 10.5% for the three months ended March 31, 2016. These changes in the effective tax rates were due to several factors but are primarily dependent on the pre-tax income or loss and discrete items of the applicable periods. For the three months ended March 31, 2017 the Company excluded jurisdictions with losses in which no benefit can be recognized from the effective tax rate calculation. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events: On April 18, 2017, Samuel Goldfinger notified the Company of his intent to resign as Chief Financial Officer to pursue other opportunities. His resignation is effective as of May 26, 2017. Mr. Goldfinger has indicated that he intends to assist in the transition of the Chief Financial Officer role until his departure from the Company. In connection with his resignation, Mr. Goldfinger entered into a separation agreement with the Company, pursuant to which the Company agreed to terminate the non-competition obligations in Section 8(d) of his employment agreement in consideration for providing certain transition services to the Company and a general release of claims against the Company. Effective April 21, 2017, Alejandro Munoz-Suarez resigned as Chief Operating Officer to pursue other opportunities. Following his departure, the Chief Operating Officer role will be temporarily eliminated as part of the Company’s increased emphasis on licensing growth opportunities. Effective May 16, 2017, Linda Siluk will assume the role of interim Chief Financial Officer. |
Business and basis of present27
Business and basis of presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of consolidation | Principles of consolidation: The accompanying consolidated financial statements of The ONE Group Hospitality, Inc. and its subsidiaries include the accounts of The ONE Group, LLC ("ONE Group") and its subsidiaries, Little West 12t h LLC (“Little West 12t h” ), One-LA, L.P. (“One LA”), Bridge Hospitality, LLC (“Bridge”), STK-LA, LLC (“STK-LA”), WSATOG (Miami), LLC (“WSATOG”), STK Miami Service, LLC (“Miami Services”), STK Miami, LLC (“STK Miami Beach”), 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”), STKOUT Midtown, LLC (“STKOUT Midtown”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), Asellina Marks LLC (“Asellina Marks”), Heraea Vegas, LLC (“Heraea”), Xi Shi Las Vegas, LLC (“Xi Shi Las Vegas”), T.O.G. (UK) Limited (“TOG UK”), Hip Hospitality Limited (“Hip Hospitality UK”), T.O.G. (Aldwych) Limited (“TOG Aldwych”), CA Aldwych Limited (“CA Aldwych"), T.O.G. (Milan) S.r.l. ("TOG Milan"), BBCLV, LLC (“BBCLV”), STK DC, LLC (“STK DC”), STK Orlando, LLC ("STK Orlando"), STK Chicago, LLC ("STK Chicago"), TOG Biscayne, LLC ("TOG Biscayne"), STK Westwood, LLC ("STK Westwood"), 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 Austin, LLC ("STK Austin"), STK San Diego, LLC ("STK San Diego"), STK Rooftop San Diego, LLC ("STK Rooftop San Diego"), 9401415 Canada Ltd. ("STK Toronto"), STK (Edinburgh) Limited ("STK Edinburgh"), STK Ibiza, LLC ("STK Ibiza"), Seaport Rebel Restaurant LLC ("STK Boston") and The ONE Group - STKPR, LLC ("STK Puerto Rico"). The entities are collectively referred to herein as the “Company” and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. At March 31, 2017 and 2016, 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. Net income (loss) per share amounts for continuing operations and discontinued operations are computed independently. As a result, the sum of per share amounts may not equal the total. |
Fair value measurements | Fair value measurements 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 value of the long term debt approximates its fair value since the components of long term debt have been recently negotiated. |
Reclassifications | Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation in the consolidated financial statements. |
Unaudited interim financial information | Unaudited interim financial information: The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or for any other interim period or other future year. In the opinion of management, the unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes for the fiscal year ended December 31, 2016 included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2017. |
Recent accounting pronouncements | Recent accounting pronouncements: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers” (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 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 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. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: At March 31, At December 31, Food $ 280,051 $ 209,319 Beverages 1,106,914 1,099,532 Totals $ 1,386,965 $ 1,308,851 |
Other current assets (Tables)
Other current assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: At March 31, At December 31, 2017 2016 Income tax receivable $ 212,252 $ 212,252 Landlord receivable 258,104 678,604 Prepaid expenses 677,726 537,891 Rent 624,150 68,740 Deposits 250,000 250,000 Other 295,603 64,300 Totals $ 2,317,835 $ 1,811,787 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: At March 31, At December 31, Furniture, fixtures and equipment $ 9,328,638 $ 9,130,469 Leasehold improvements 36,627,346 36,147,135 Less accumulated depreciation and amortization 16,629,416 15,809,101 29,326,568 29,468,503 Construction in progress 6,472,701 5,992,614 Restaurant supplies 1,502,792 1,354,122 Total $ 37,302,061 $ 36,815,239 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: At March 31, At December 31, Sales tax payable $ 1,047,890 $ 1,386,499 Payroll and related 477,534 730,615 Income taxes payable — 144,452 Due to hotels 1,044,200 1,327,026 Legal 275,000 704,190 Rent 569,023 320,854 Insurance — 150,000 Interest 156,250 — Other 710,016 786,002 Totals $ 4,279,913 $ 5,549,638 |
Long term debt (Tables)
Long term debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long term debt consisted of the following: At At March 31, 2017 December 31, 2016 Term Loan Agreements $ 8,777,918 $ 9,485,000 Equipment Financing Agreements 1,340,675 1,421,033 American Express Loan 907,409 — Promissory notes, net 6,250,000 6,250,000 17,276,002 17,156,033 Less: Current portion of Long Term Debt 4,057,042 3,153,666 Discount on warrants, net 789,250 834,500 Long Term Debt, net of Current Portion $ 12,429,710 $ 13,167,867 Future minimum loan payments: 2017 3,274,174 2018 3,170,310 2019 3,187,808 2020 1,280,594 2021 113,116 Thereafter 6,250,000 Total $ 17,276,002 |
Schedule of Maturities of Long-term Debt | Long term debt consisted of the following: At At March 31, 2017 December 31, 2016 Term Loan Agreements $ 8,777,918 $ 9,485,000 Equipment Financing Agreements 1,340,675 1,421,033 American Express Loan 907,409 — Promissory notes, net 6,250,000 6,250,000 17,276,002 17,156,033 Less: Current portion of Long Term Debt 4,057,042 3,153,666 Discount on warrants, net 789,250 834,500 Long Term Debt, net of Current Portion $ 12,429,710 $ 13,167,867 Future minimum loan payments: 2017 3,274,174 2018 3,170,310 2019 3,187,808 2020 1,280,594 2021 113,116 Thereafter 6,250,000 Total $ 17,276,002 |
Nonconsolidated variable inte33
Nonconsolidated variable interest entities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Investments | At March 31, 2017 and December 31, 2016 , the Company held the following equity investments: At March 31, At December 31, Bagatelle NY LA Investors, LLC ("Bagatelle Investors") $ 18,631 $ 6,569 Bagatelle Little West 12th, LLC ( "Bagatelle NY") 2,635,496 2,552,687 One 29 Park, LLC ("One 29 Park") 456,741 506,301 Totals $ 3,110,868 $ 3,065,557 Three Months Ended March 31, 2017 2016 Equity in income of investee companies $ 45,311 $ 82,585 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Commitments and Minimum Future Rental Income | Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to March 31, 2017 and thereafter are as follows: Period Payments Receipts Net Amount 2017 $ 5,596,757 $ (507,436 ) $ 5,089,321 2018 7,554,444 (690,980 ) 6,863,464 2019 7,613,432 (706,235 ) 6,907,197 2020 7,853,932 (675,768 ) 7,178,164 2021 7,376,633 (121,656 ) 7,254,977 Thereafter 89,682,674 — 89,682,674 Total $ 125,677,872 $ (2,702,075 ) $ 122,975,797 |
Discontinued operations (Tables
Discontinued operations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Information about Discontinued Operations | The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's consolidated balance sheets as of March 31, 2017 and December 31, 2016 : March 31, December 31, Other current assets $ 107,630 $ 107,630 Assets of discontinued operations - current 107,630 107,630 Security deposits 75,000 84,904 Assets of discontinued operations - long term 75,000 84,904 Accounts payable and accrued liabilities 535,406 529,797 Liabilities of discontinued operations - current 535,406 529,797 Net assets $ (352,776 ) $ (337,263 ) Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Revenue $ — $ — Costs and Expenses 106,230 (1,835 ) Net (loss) income from discontinued operations, net of taxes $ (106,230 ) $ 1,835 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the Status of Stock Option Awards | A summary of the status of restricted stock awards and changes during the three months ended March 31, 2017 are presented below: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 716,250 $ 2.73 Granted — — Cancelled, expired, or forfeited (7,500 ) $ 2.73 Outstanding at March 31, 2017 708,750 $ 2.73 Exercisable at March 31, 2017 — A summary of the status of stock option awards and changes during the three months ended March 31, 2017 are presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2016 1,857,012 $ 4.28 Granted — — Cancelled, expired, or forfeited 207,500 $ 3.43 Outstanding at March 31, 2017 1,649,512 $ 4.39 7.69 $ — Exercisable at March 31, 2017 873,341 $ 4.69 6.76 $ — |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Three Months Ended March 31, 2017 2016 Revenues: STKs $ 16,369,334 $ 13,680,430 F&B 2,313,716 2,014,051 Other 1,743,648 699,500 $ 20,426,698 $ 16,393,981 Segment Profit (loss): STKs $ 1,288,390 $ 1,188,663 F&B 2,313,716 2,014,051 Other 642,757 414,859 Total segment profit 4,244,863 3,617,573 General and administrative 2,920,897 2,683,696 Depreciation and amortization 865,870 522,639 Interest expense, net of interest income 258,990 98,169 Other 709,140 942,635 Loss from continuing operations before provision for income taxes $ (510,034 ) $ (629,566 ) March 31, December 31, Property & equipment, net: STKs $ 36,987,974 $ 36,505,741 F&B 257,711 253,120 Other 56,376 56,378 Total 37,302,061 36,815,239 |
Geographic information (Tables)
Geographic information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Geographic Location | The following table contains certain financial information by geographic location for the three months ended March 31, 2017 and 2016 , respectively, (the Company's foreign operations are mainly based in the United Kingdom, Spain and Italy): Three Months Ended March 31, 2017 2016 United States: Revenues - owned units $ 18,112,982 $ 14,379,930 Management, incentive and royalty fee revenue 1,836,123 1,455,818 Foreign: Management and development fee revenue 477,593 558,233 The following table contains certain financial information by geographic location at March 31, 2017 and December 31, 2016 : March 31, December 31, United States: Net assets $ 3,559,570 $ 3,899,627 Foreign: Net assets $ 3,293,310 $ 3,478,911 |
Liquidity (Details)
Liquidity (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Text Block [Abstract] | ||||
Cash and cash equivalents | $ 1,787,850 | $ 1,597,782 | $ 1,213,665 | $ 1,841,872 |
Business and basis of present40
Business and basis of presentation (Details) | Mar. 31, 2017restaurant_and_loungelocation |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Number of restaurants and lounges owned and operated | 13 |
Number of restaurants and lounges managed | 11 |
Number of restaurants and lounges under licensing agreement | 1 |
Number of locations with food and beverage services | location | 7 |
Number of locations with leased food and beverage services | location | 1 |
Number of locations operated under food and beverage hospitality management agreements | location | 6 |
STKs | |
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 | 14 |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Inventory | $ 1,386,965 | $ 1,308,851 |
Food | ||
Inventory [Line Items] | ||
Inventory | 280,051 | 209,319 |
Beverages | ||
Inventory [Line Items] | ||
Inventory | $ 1,106,914 | $ 1,099,532 |
Other current assets (Details)
Other current assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income tax receivable | $ 212,252 | $ 212,252 |
Landlord receivable | 258,104 | 678,604 |
Prepaid expenses | 677,726 | 537,891 |
Rent | 624,150 | 68,740 |
Deposits | 250,000 | 250,000 |
Other | 295,603 | 64,300 |
Totals | $ 2,317,835 | $ 1,811,787 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Less accumulated depreciation and amortization | $ 16,629,416 | $ 15,809,101 | |
Property and equipment, net | 37,302,061 | 36,815,239 | |
Depreciation and amortization | 865,870 | $ 522,639 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 9,328,638 | 9,130,469 | |
Written off property plant and equipment | 670,000 | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 36,627,346 | 36,147,135 | |
Written off property plant and equipment | $ 1,600,000 | ||
Furniture, fixtures, and equipment and leasehold improvements, less accumulated depreciation and amortization | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 29,326,568 | 29,468,503 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,472,701 | 5,992,614 | |
Restaurant supplies | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,502,792 | $ 1,354,122 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 1,047,890 | $ 1,386,499 |
Payroll and related | 477,534 | 730,615 |
Income taxes payable | 0 | 144,452 |
Due to hotels | 1,044,200 | 1,327,026 |
Legal | 275,000 | 704,190 |
Rent | 569,023 | 320,854 |
Insurance | 0 | 150,000 |
Interest | 156,250 | 0 |
Other | 710,016 | 786,002 |
Totals | $ 4,279,913 | $ 5,549,638 |
Long term debt - Schedule of De
Long term debt - Schedule of Debt and Maturities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Aug. 11, 2016 | Jun. 27, 2016 |
Debt Instrument [Line Items] | ||||
Total long term debt | $ 17,276,002 | $ 17,156,033 | ||
Less: Current portion of Long Term Debt | 4,057,042 | 3,153,666 | ||
Discount on warrants, net | 789,250 | 834,500 | ||
Long Term Debt, net of Current Portion | 12,429,710 | 13,167,867 | ||
Future minimum loan payments: | ||||
2,017 | 3,274,174 | |||
2,018 | 3,170,310 | |||
2,019 | 3,187,808 | |||
2,020 | 1,280,594 | |||
2,021 | 113,116 | |||
Thereafter | 6,250,000 | |||
Total long term debt | 17,276,002 | 17,156,033 | ||
Medium-term Notes | Term Loan Agreements | ||||
Debt Instrument [Line Items] | ||||
Total long term debt | 8,777,918 | 9,485,000 | ||
Future minimum loan payments: | ||||
Total long term debt | 8,777,918 | 9,485,000 | ||
Construction Loans | Equipment Financing Agreements | ||||
Debt Instrument [Line Items] | ||||
Total long term debt | 1,340,675 | 1,421,033 | ||
Future minimum loan payments: | ||||
Total long term debt | 1,340,675 | 1,421,033 | ||
Unsecured Debt | Promissory notes, net | ||||
Debt Instrument [Line Items] | ||||
Total long term debt | 6,250,000 | 6,250,000 | ||
Discount on warrants, net | $ (360,000) | $ (125,000) | ||
Future minimum loan payments: | ||||
Total long term debt | 6,250,000 | 6,250,000 | ||
American Express Bank, FSB | American Express Loan | ||||
Debt Instrument [Line Items] | ||||
Total long term debt | 0 | |||
Future minimum loan payments: | ||||
Total long term debt | $ 0 | |||
American Express Bank, FSB | Construction Loans | American Express Loan | ||||
Debt Instrument [Line Items] | ||||
Total long term debt | 907,409 | |||
Future minimum loan payments: | ||||
Total long term debt | $ 907,409 |
Long term debt - Narrative (Det
Long term debt - Narrative (Details) | Feb. 17, 2017USD ($) | Oct. 24, 2016USD ($)$ / sharesshares | Aug. 16, 2016USD ($)installment | Aug. 11, 2016USD ($)$ / sharesshares | Jun. 27, 2016USD ($)$ / sharesshares | Jun. 05, 2015USD ($)installment | Jun. 02, 2015USD ($)installment | Mar. 31, 2017USD ($)installment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 17, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 17,276,002 | $ 17,156,033 | |||||||||
Loan discount | (789,250) | (834,500) | |||||||||
Repayment of equipment financing agreement | 82,419 | $ 49,341 | |||||||||
Interest expense | 137,513 | 175,014 | |||||||||
Interest costs capitalized | 264,947 | $ 149,926 | |||||||||
STK Locations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Letters of credit outstanding | $ 1,400,000 | ||||||||||
Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, revolving credit conversion to term loan | $ 6,395,071 | ||||||||||
Medium-term Notes | Term Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of debt | $ 7,475,000 | ||||||||||
Number of periodic payments (in installments) | installment | 60 | ||||||||||
Periodic principal payments | $ 124,583 | ||||||||||
Debt interest rate | 5.00% | ||||||||||
Long-term debt | $ 4,111,250 | 4,485,000 | |||||||||
Medium-term Notes | Second Term Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of debt | $ 6,000,000 | ||||||||||
Number of periodic payments (in installments) | installment | 54 | ||||||||||
Periodic principal payments | $ 111,111.11 | ||||||||||
Debt interest rate | 5.00% | ||||||||||
Long-term debt | 4,666,668 | 5,000,000 | |||||||||
Construction Loans | Equipment Financing Agreements | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of debt | $ 712,187 | $ 1,000,000 | |||||||||
Number of periodic payments (in installments) | installment | 60 | 60 | |||||||||
Periodic principal payments | $ 13,769 | $ 19,686 | |||||||||
Debt interest rate | 5.00% | 5.00% | |||||||||
Long-term debt | 1,340,675 | 1,421,033 | |||||||||
Construction Loans | Equipment Finance Agreement 1 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | 907,000 | ||||||||||
Repayment of equipment financing agreement | 93,000 | ||||||||||
Unsecured Debt | Promissory notes, net | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of debt | $ 3,000,000 | $ 1,000,000 | |||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||
Long-term debt | 6,250,000 | 6,250,000 | |||||||||
Loan discount | $ 360,000 | $ 125,000 | |||||||||
Unsecured Debt | Anson October Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of debt | $ 2,250,000 | ||||||||||
Debt interest rate | 10.00% | ||||||||||
Long-term debt | 2,300,000 | ||||||||||
Percent of ownership, limitation with notice | 9.99% | ||||||||||
Common stock | Unsecured Debt | Promissory notes, net | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.61 | $ 2.61 | |||||||||
Warrants to purchase common stock (in shares) | shares | 300,000 | 100,000 | |||||||||
Common stock | Unsecured Debt | Anson October Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.39 | ||||||||||
Warrants to purchase common stock (in shares) | shares | 340,000 | ||||||||||
American Express Bank, FSB | American Express Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of debt | $ 1,000,000 | ||||||||||
Long-term debt | $ 0 | ||||||||||
Loan fee | 3.50% | ||||||||||
Repayment rate | 6.00% | ||||||||||
Debt instrument, term | 365 days | ||||||||||
American Express Bank, FSB | Construction Loans | American Express Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 907,409 |
Nonconsolidated variable inte47
Nonconsolidated variable interest entities - Information of Equity Investments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 3,110,868 | $ 3,065,557 | |
Equity in income of investee companies | 45,311 | $ 82,585 | |
Bagatelle NY LA Investors, LLC (Bagatelle Investors) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 18,631 | 6,569 | |
Bagatelle Little West 12th, LLC ( Bagatelle NY) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 2,635,496 | 2,552,687 | |
One 29 Park, LLC (One 29 Park) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 456,741 | $ 506,301 |
Nonconsolidated variable inte48
Nonconsolidated variable interest entities - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($)operating_restaurant_company | Dec. 31, 2015 | Dec. 31, 2011entity | Dec. 31, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of entities formed | entity | 3 | |||
Due from related parties, net | $ 708,411 | $ 415,773 | ||
Bagatelle NY LA Investors, LLC (Bagatelle Investors) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number operating restaurant companies | operating_restaurant_company | 2 | |||
Ownership percentage | 31.24% | 31.24% | ||
Bagatelle Little West 12th, LLC ( Bagatelle NY) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 5.23% | 5.23% | ||
Indirect ownership percentage | 45.90% | 45.90% | ||
Effective ownership percentage | 51.13% | 51.13% | ||
Bagatelle La Cienega, LLC (Bagatelle LA) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 5.23% | 5.23% | ||
Indirect ownership percentage | 38.10% | 38.10% | ||
Effective ownership percentage | 43.33% | 43.33% | ||
One 29 Park, LLC (One 29 Park) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 10.00% | 10.00% | ||
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Due from related parties, net | $ 598,572 | $ 467,702 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2007 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Other current assets | $ 2,317,835 | $ 1,811,787 | ||
Bridge Hospitality, LLC | ||||
Related Party Transaction [Line Items] | ||||
Management fee percentage | 2.00% | |||
Accrued management fees | 542 | |||
Non-Interest Bearing Cash Advances | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 708,411 | 415,773 | ||
Quarterly Fee | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 47,500 | 47,500 | ||
Design Services | Entity Owned by Stockholder | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 22,000 | 0 | ||
Legal Fees | Entity Owned by Stockholder | ||||
Related Party Transaction [Line Items] | ||||
Incurred expenses with related parties | 66,000 | $ 84,000 | ||
Due to related parties | 99,000 | 240,000 | ||
Rental Income | Entity Owned by Stockholder | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 0 | 0 | ||
Revenues from related parties | 48,000 | 47,000 | ||
Construction Serivces | Entity Owned by Employee | ||||
Related Party Transaction [Line Items] | ||||
Incurred expenses with related parties | 765,000 | $ 2,200,000 | ||
Due to related parties | 16,000 | 11,000 | ||
Construction Related Deposits | Entity Owned by Stockholder | ||||
Related Party Transaction [Line Items] | ||||
Other current assets | $ 250,000 | $ 250,000 |
Derivative liability (Details)
Derivative liability (Details) - The One Group - USD ($) | Feb. 27, 2016 | Oct. 16, 2013 |
Fair Value Measurements [Line Items] | ||
Additional payments to TOG Members | $ 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 | |
Aggregate contingent sign-on bonus | $ 900,000 | |
Minimum price per share per agreement (in dollars per share) | $ 6.25 | |
Threshold number of days above minimum stock price during measurement period | 20 days | |
Number of days in measurement period | 30 days | |
Write off of Expired Public Warrants | $ 100,000 |
Commitments and contingencies -
Commitments and contingencies - Operating Leases (Details) - Operating Leases - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Payments | ||
2,017 | $ 5,596,757 | |
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 | 125,677,872 | |
Receipts | ||
2,017 | (507,436) | |
2,018 | (690,980) | |
2,019 | (706,235) | |
2,020 | (675,768) | |
2,021 | (121,656) | |
Thereafter | 0 | |
Total | (2,702,075) | |
Net Amount | ||
2,017 | 5,089,321 | |
2,018 | 6,863,464 | |
2,019 | 6,907,197 | |
2,020 | 7,178,164 | |
2,021 | 7,254,977 | |
Thereafter | 89,682,674 | |
Total | 122,975,797 | |
Percentage rent | 311,356 | $ 83,773 |
Rent expense | 1,280,016 | 1,456,623 |
Rental income related to subleases | $ 187,029 | $ 214,042 |
Commitments and contingencies52
Commitments and contingencies - License and Management Fees (Details) € in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Feb. 28, 2017USD ($)option_period | Nov. 30, 2016USD ($)option_periodlocation | May 31, 2016USD ($)option_period | Oct. 31, 2015EUR (€)option_period | Jun. 30, 2014 | May 31, 2013 | Dec. 31, 2011 | Jul. 31, 2010 | Jan. 31, 2010USD ($)option_period | Jul. 31, 2009 | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
One 29 Park Management | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Management fee receivable percent fee of revenues | 5.00% | ||||||||||||
Percentage of base beverage fee percent | 50.00% | ||||||||||||
Management fees revenue | $ 83,394 | $ 107,160 | |||||||||||
STK Vegas | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Management fees revenue | 1,464,936 | 1,276,984 | |||||||||||
Management agreement term | 10 years | ||||||||||||
Number of option periods | option_period | 2 | ||||||||||||
Duration of option period | 5 years | ||||||||||||
Management fees receivable percent fee | 5.00% | ||||||||||||
Net profits prior to breakeven point date, percent | 20.00% | ||||||||||||
Net profits after investment breakeven point date, percent | 43.00% | ||||||||||||
Development fee | $ 200,000 | ||||||||||||
Hip Hospitality UK | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Management fee receivable percent fee of revenues | 5.50% | ||||||||||||
Management fees revenue | 124,669 | 157,152 | |||||||||||
Management fees receivable | 52,331 | $ 117,576 | |||||||||||
TOG Aldwych | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Management fees receivable | 504,208 | 520,649 | |||||||||||
Management fee receivable percent fee of receipts | 5.00% | ||||||||||||
Marketing fee percent fee | 1.50% | ||||||||||||
Additional fee percent fee | 65.00% | ||||||||||||
Management fee expense | 200,772 | 241,492 | |||||||||||
CA Aldwych | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Management fees revenue | 0 | 18,530 | |||||||||||
Management fees receivable | 5,933 | 0 | |||||||||||
Management fee receivable percent fee of receipts | 5.00% | ||||||||||||
Marketing fee percent fee | 1.50% | ||||||||||||
TOG (Milan) S.R.L. | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Management fee receivable percent fee of revenues | 5.00% | ||||||||||||
Management fees revenue | 106,078 | $ 86,106 | |||||||||||
Management fees receivable | 287,892 | 43,401 | |||||||||||
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 | ||||||||||||
Entry fee | € | € 1,025 | ||||||||||||
Royalty revenue, percentage of 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 | ||||||||||||
Entry fee | $ 250,000 | ||||||||||||
Royalty revenue, percentage of gross revenue | 5.00% | ||||||||||||
Royalty revenue, percentage of annual gross revenue threshold, beach venue | 2.00% | ||||||||||||
Royalty revenue, gross revenue threshold, beach venue | $ 1,800,000 | ||||||||||||
Royalty revenue, percentage of annual gross revenue in excess of threshold, beach venue | 5.00% | ||||||||||||
ONE Group-MENA | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Number of option periods | option_period | 1 | ||||||||||||
Duration of option period | 10 years | ||||||||||||
Number of Restaurants to be Developed and Operated under Licensing Agreement, Maximum | location | 3 | ||||||||||||
Entry fee | $ 600,000 | ||||||||||||
Royalty revenue, percentage of gross revenue | 5.00% | ||||||||||||
Franchise revenue per location | $ 250,000 | ||||||||||||
ONE Group-Qatar Ventures | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Number of option periods | option_period | 1 | ||||||||||||
Duration of option period | 5 years | ||||||||||||
Royalty revenue, percentage of gross revenue | 5.00% | ||||||||||||
Territory fee | $ 250,000 | ||||||||||||
Management Fees and Reimbursable Expenses | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Due from related parties | 214,657 | 387,862 | |||||||||||
Deferred License Revenue | STK Ibiza | |||||||||||||
License and Management Fees [Line Items] | |||||||||||||
Entry fee | $ 986,925 | $ 1,014,414 |
Discontinued operations (Detail
Discontinued operations (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Net (loss) income from discontinued operations, net of taxes | $ (106,230) | $ 1,835 | |
Discontinued Operations, Disposed of by Means Other than Sale, Abandonment | |||
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | |||
Other current assets | 107,630 | $ 107,630 | |
Assets of discontinued operations - current | 107,630 | 107,630 | |
Security deposits | 75,000 | 84,904 | |
Assets of discontinued operations - long term | 75,000 | 84,904 | |
Accounts payable and accrued liabilities | 535,406 | 529,797 | |
Liabilities of discontinued operations - current | 535,406 | 529,797 | |
Net assets | (352,776) | $ (337,263) | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Revenue | 0 | 0 | |
Costs and Expenses | 106,230 | (1,835) | |
Net (loss) income from discontinued operations, net of taxes | $ (106,230) | $ 1,835 |
Stockholders' equity (Details)
Stockholders' equity (Details) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
Feb. 29, 2016shares | Feb. 09, 2016USD ($)shares | Mar. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | Jan. 19, 2016$ / sharesshares | |
Equity [Abstract] | |||||
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 | |||
Common stock, par value per share (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 per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 25,050,628 | 25,050,628 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Class of Stock [Line Items] | |||||
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 (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 | ||||
Number of shares issued in rights offering (in shares) | 1,454,545 | ||||
Number of shares issued for basic subscription rights from rights offering (in shares) | 632,582 | ||||
Net proceeds form issuance of stock from rights offering | $ | $ 3.8 | ||||
Initial Stockholders | |||||
Class of Stock [Line Items] | |||||
Shares of stock forfeited (in shares) | 1,437,500 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 1,649,512 | 1,857,012 | ||
Stock-based compensation | $ 153,339 | $ 143,967 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 708,750 | 716,250 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to unvested stock-based awards | $ 1,800,000 | |||
Unrecognized compensation cost, recognition period | 2 years 5 months 1 day | |||
Options granted, weighted-average grant date fair value (in dollars per share) | $ 1.65 | |||
Stock Options | General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 153,339 | $ 143,967 | ||
The 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized shares (in shares) | 4,773,992 | |||
Contractual term | 10 years | |||
Award vesting period | 5 years |
Stock-based compensation - Summ
Stock-based compensation - Summary of Status of Company's Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Shares | |
Beginning balance (in shares) | shares | 1,857,012 |
Granted (in shares) | shares | 0 |
Cancelled, expired, or forfeited (in shares) | shares | 207,500 |
Ending balance (in shares) | shares | 1,649,512 |
Exercisable at end of period (in shares) | shares | 873,341 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 4.28 |
Granted (in dollars per share) | $ / shares | 0 |
Cancelled, expired, or forfeited (in dollars per share) | $ / shares | 3.43 |
Ending balance (in dollars per share) | $ / shares | 4.39 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 4.69 |
Weighted Average Remaining Contractual Life (Years) | |
Outstanding ending balance | 7 years 8 months 9 days |
Exercisable at end of period | 6 years 9 months 4 days |
Intrinsic Value | |
Outstanding ending balance | $ | $ 0 |
Exercisable at end of period | $ | $ 0 |
Stock-based compensation - Su57
Stock-based compensation - Summary of Status of Company's Restricted Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Shares | |
Beginning balance (in shares) | 1,857,012 |
Granted (in shares) | 0 |
Cancelled, expired, or forfeited (in shares) | (207,500) |
Ending balance (in shares) | 1,649,512 |
Exercisable at end of period (in shares) | 873,341 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 4.28 |
Granted (in dollars per share) | $ / shares | 0 |
Cancelled, expired, or forfeited (in dollars per share) | $ / shares | 3.43 |
Ending balance (in dollars per share) | $ / shares | $ 4.39 |
Restricted Stock | |
Shares | |
Beginning balance (in shares) | 716,250 |
Granted (in shares) | 0 |
Cancelled, expired, or forfeited (in shares) | (7,500) |
Ending balance (in shares) | 708,750 |
Exercisable at end of period (in shares) | 0 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 2.73 |
Granted (in dollars per share) | $ / shares | 0 |
Cancelled, expired, or forfeited (in dollars per share) | $ / shares | 2.73 |
Ending balance (in dollars per share) | $ / shares | $ 2.73 |
Segment reporting (Details)
Segment reporting (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 3 | ||
Segment reporting | |||
Revenues | $ 20,426,698 | $ 16,393,981 | |
General and administrative | 2,920,897 | 2,683,696 | |
Depreciation and amortization | 865,870 | 522,639 | |
Interest expense, net of interest income | 258,990 | 98,169 | |
Loss from continuing operations before provision for income taxes | (510,034) | (629,566) | |
Segment Reporting Information, Additional Information [Abstract] | |||
Property and equipment, net | 37,302,061 | $ 36,815,239 | |
Operating segment | |||
Segment reporting | |||
Revenues | 20,426,698 | 16,393,981 | |
Total segment profit | 4,244,863 | 3,617,573 | |
Segment Reporting Information, Additional Information [Abstract] | |||
Property and equipment, net | 37,302,061 | 36,815,239 | |
Operating segment | STKs | |||
Segment reporting | |||
Revenues | 16,369,334 | 13,680,430 | |
Total segment profit | 1,288,390 | 1,188,663 | |
Segment Reporting Information, Additional Information [Abstract] | |||
Property and equipment, net | 36,987,974 | 36,505,741 | |
Operating segment | F&B | |||
Segment reporting | |||
Revenues | 2,313,716 | 2,014,051 | |
Total segment profit | 2,313,716 | 2,014,051 | |
Segment Reporting Information, Additional Information [Abstract] | |||
Property and equipment, net | 257,711 | 253,120 | |
Operating segment | Other | |||
Segment reporting | |||
Revenues | 1,743,648 | 699,500 | |
Total segment profit | 642,757 | 414,859 | |
Segment Reporting Information, Additional Information [Abstract] | |||
Property and equipment, net | 56,376 | $ 56,378 | |
Segment reconciling items | |||
Segment reporting | |||
General and administrative | 2,920,897 | 2,683,696 | |
Depreciation and amortization | 865,870 | 522,639 | |
Interest expense, net of interest income | 258,990 | 98,169 | |
Other | $ 709,140 | $ 942,635 |
Geographic information (Details
Geographic information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues - owned units | $ 18,112,982 | $ 14,379,930 | |
Management, incentive and royalty fee revenue | 2,313,716 | 2,014,051 | |
United States: | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues - owned units | 18,112,982 | 14,379,930 | |
Management, incentive and royalty fee revenue | 1,836,123 | 1,455,818 | |
Net assets | 3,559,570 | $ 3,899,627 | |
Foreign: | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Management, incentive and royalty fee revenue | 477,593 | $ 558,233 | |
Net assets | $ 3,293,310 | $ 3,478,911 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets, valuation allowance | $ 12,000,000 | ||
Valuation allowance, change in amount | $ 0 | ||
Provision (benefit) for income taxes | $ 16,746 | $ 65,951 | |
Effective income tax rate | 14.70% | 10.50% |