UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q


	(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended ~~June 30, 2019~~March 31, 2020

	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number 001‑37379

THE ONE GROUP HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

Delaware		14‑1961545
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~411 W. 14th~~1624 Market Street, ~~2nd Floor, New York, New York~~Suite 311, Denver, Colorado		~~10014~~80202
(Address of principal executive offices)		Zip Code

646‑624‑2400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	STKS	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

~~Securities registered pursuant to Section 12(b) of the Act:~~


~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
~~Common Stock~~	~~STKS~~	~~Nasdaq~~

Number of shares of common stock outstanding as of ~~August 6, 2019: 28,807,015~~May 1, 2020: 28,828,675

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TABLE OF CONTENTS


	Page
PART I – Financial Information
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3526
Item 4. Controls and Procedures	3526

PART II – Other Information
~~Item~~Item 1. Legal Proceedings	3527
Item 1A Risk Factors	27
Item 6. Exhibits	3628

Signatures	3729

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)


	(Unaudited),
	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
ASSETS					(Unaudited)
Current assets:
Cash and cash equivalents	$	799	$	1,592	$	8,160	$	12,344
Accounts receivable		6,567		7,029		5,189		10,351
Inventory		1,365		1,404		2,490		3,058
Other current assets		1,440		1,471		2,005		1,047
Due from related parties, net		343		45		376		341
Total current assets		10,514		11,541		18,220		27,141

Property and equipment, net		40,507		39,347		69,183		70,483
Operating lease right-of-use assets		39,367		—		80,228		81,097
Investments		2,684		2,684
Deferred tax assets, net		12		38		7,876		7,751
Intangibles, net						16,965		17,183
Other assets		338		349		2,372		1,622
Security deposits		2,038		2,020		1,337		1,308
Total assets	$	95,460	$	55,979	$	196,181	$	206,585

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,109	$	5,408	$	7,397	$	8,274
Accrued expenses		5,343		8,093		7,642		11,198
Deferred license revenue		191		171		446		332
Deferred gift card revenue and other		650		947		2,691		3,183
Current portion of operating lease liabilities		2,201		—		4,454		4,397
Current portion of long-term debt		1,065		3,201		696		749
Total current liabilities		15,559		17,820		23,326		28,133

Deferred license revenue, long-term		999		1,008		869		1,036
Due to related parties, long-term		—		1,197
Operating lease liability, net of current portion		54,639		—
Deferred rent and tenant improvement allowances		—		16,774
Operating lease liabilities, net of current portion						97,492		98,278
Long-term debt, net of current portion		11,238		7,118		45,123		45,226
Total liabilities		82,435		43,917		166,810		172,673

Commitments and contingencies

Stockholders’ equity:
Common stock, $0.0001 par value, 75,000,000 shares authorized; 28,520,530 and 28,313,017 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		3		3
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		—		—
Common stock, $0.0001 par value, 75,000,000 shares authorized; 28,807,800 and 28,603,829 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively						3		3
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively						—		—
Additional paid-in capital		44,180		43,543		45,229		44,853
Accumulated deficit		(28,190)		(28,722)		(12,490)		(7,891)
Accumulated other comprehensive loss		(2,590)		(2,310)		(2,695)		(2,651)
Total stockholders’ equity		13,403		12,514		30,047		34,314
Noncontrolling interests		(378)		(452)		(676)		(402)
Total equity		13,025		12,062		29,371		33,912
Total liabilities and equity	$	95,460	$	55,979	$	196,181	$	206,585

See notes to the condensed consolidated financial statements.

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THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(Unaudited, in thousands, except (loss) earnings per share and related share information)


	For the three months ended June 30,				For the six months ended June 30,				For the three months ended March 31,
	2019		2018		2019		2018		2020		2019
Revenues:
Owned restaurant net revenues	$	18,809	$	15,520	$	36,629	$	30,596
Owned food, beverage and other net revenues		2,134		2,083		4,407		4,088
Total owned revenue		20,943		17,603		41,036		34,684
Owned restaurant net revenue									$	38,557	$	20,093
Management, license and incentive fee revenue		2,656		2,708		5,339		5,144		2,162		2,683
Total revenues		23,599		20,311		46,375		39,828		40,719		22,776
Cost and expenses:
Owned operating expenses:
Owned restaurants:
Owned restaurant cost of sales		5,068		4,037		9,637		8,071		10,113		5,026
Owned restaurant operating expenses		11,856		9,399		22,771		18,777		26,499		12,717
Total owned restaurant expenses		16,924		13,436		32,408		26,848
Owned food, beverage and other expenses		2,225		2,025		4,484		3,714
Total owned operating expenses		19,149		15,461		36,892		30,562		36,612		17,743
General and administrative (including stock-based compensation of $456, $344, $637 and $668 for the three and six months ended June 30, 2019 and 2018 respectively)		2,704		2,615		5,354		5,670
General and administrative (including stock-based compensation of $338 and $181 for the three months ended March 31, 2020 and 2019 respectively)										3,397		2,650
Depreciation and amortization		1,004		901		1,946		1,679		2,440		942
Lease termination expense		141		90		141		90
Transaction and integration costs										1,095		—
COVID-19 related expenses										1,348		—
Lease termination expenses										179		—
Pre-opening expenses		63		671		545		881		—		482
Transaction costs		152		—		152		—
Equity in income of investee companies		—		(134)		—		(111)
Other income, net		(91)		(66)		(266)		(177)		(1)		(175)
Total costs and expenses		23,122		19,538		44,764		38,594		45,070		21,642
Operating income		477		773		1,611		1,234
Operating (loss) income										(4,351)		1,134
Other expenses, net:
Interest expense, net of interest income		218		290		487		608		1,175		269
Loss on early debt extinguishment		437		—		437		—
Total other expenses, net		655		290		924		608		1,175		269
(Loss) income before provision for income taxes		(178)		483		687		626
(Loss) income before (benefit) provision for income taxes										(5,526)		865
(Benefit) provision for income taxes		(15)		169		81		194		(653)		96
Net (loss) income		(163)		314		606		432		(4,873)		769
Less: net income attributable to noncontrolling interest		159		133		74		20
Less: net loss attributable to noncontrolling interest										(274)		(85)
Net (loss) income attributable to The ONE Group Hospitality, Inc.	$	(322)	$	181	$	532	$	412	$	(4,599)	$	854
Currency translation (loss) gain		(120)		141		(280)		66
Currency translation loss										(44)		(160)
Comprehensive (loss) income	$	(442)	$	322	$	252	$	478	$	(4,643)	$	694

Net (loss) income attributable to The ONE Group Hospitality, Inc. per share:
Basic net (loss) income per share	$	(0.01)	$	0.01	$	0.02	$	0.02	$	(0.16)	$	0.03
Diluted net (loss) income per share	$	(0.01)	$	0.01	$	0.02	$	0.01	$	(0.16)	$	0.03

Shares used in computing basic earnings per share		28,432,510		27,366,322		28,373,974		27,277,483
Shares used in computing diluted earnings per share		28,432,510		27,659,448		29,456,764		27,516,884
Shares used in computing basic (loss) earnings per share										28,636,325		28,314,820
Shares used in computing diluted (loss) earnings per share										28,636,325		29,311,756

See notes to the condensed consolidated financial statements.

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THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except share information)

Accumulated

Additional

other

Common stock

paid-in

Accumulated

comprehensive

Stockholders’

Noncontrolling


Shares

Par value

capital

deficit

loss

equity

interests

Total
Balance at December 31, 2018

28,313,017

$
3

$
43,543

$
(28,722)

$
(2,310)

$
12,514

$
(452)

$
12,062
Stock-based compensation

—

—

637

—

—

637

—

637
Vesting of restricted shares

20,544

—

—

—

—

—

—

—
Loss on foreign currency translation, net

—

—

—

—

(280)

(280)

—

(280)
Net income

—

—

—

532

—

532

74

606
Balance at June 30, 2019

28,333,561

$
3

$
44,180

$
(28,190)

$
(2,590)

$
13,403

$
(378)

$
13,025


								Accumulated
				Additional				other
	Common stock			paid-in		Accumulated		comprehensive		Stockholders’		Noncontrolling
	Shares	Par value		capital		deficit		loss		equity		interests		Total
Balance at December 31, 2019	28,603,829	$	3	$	44,853	$	(7,891)	$	(2,651)	$	34,314	$	(402)	$	33,912
Stock-based compensation, net of tax withholding	69,327		—		338		—		—		338		—		338
Exercise of stock options	18,000		—		38		—		—		38		—		38
Vesting of restricted shares	116,644		—		—		—		—		—		—		—
Loss on foreign currency translation, net	—		—		—		—		(44)		(44)		—		(44)
Net loss	—		—		—		(4,599)		—		(4,599)		(274)		(4,873)
Balance at March 31, 2020	28,807,800	$	3	$	45,229	$	(12,490)	$	(2,695)	$	30,047	$	(676)	$	29,371

See notes to the condensed consolidated financial statements.

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THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	For the six months ended June 30,				For the three months ended March 31,
	2019		2018		2020		2019
Operating activities:
Net income	$	606	$	432
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income					$	(4,873)	$	769
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		1,946		1,679		2,440		942
Stock-based compensation		637		668		338		181
Loss on early debt extinguishment		437		—
Amortization of discount on warrants		82		101
Deferred rent and tenant improvement allowances		—		359
Amortization of discount on warrants and debt issuance costs						108		50
Deferred taxes		26		(1)		(125)		10
Income from equity method investments		—		(111)
Gain on disposition of cost method investment		—		(185)
Changes in operating assets and liabilities:
Accounts receivable		471		147		5,092		1,147
Inventory		39		203		568		161
Other current assets		30		(28)		(958)		(96)
Due from related parties, net		(298)		(365)		(35)		(38)
Security deposits		(18)		(60)		(32)		(18)
Other assets		11		(23)		(807)		8
Accounts payable		705		(199)		(859)		270
Accrued expenses		(2,943)		(244)		(3,560)		(1,331)
Operating lease liabilities and right-of-use assets		450		—		140		321
Deferred revenue		(37)		(40)		(540)		137
Net cash provided by operating activities		2,144		2,333

Net cash (used in) provided by operating activities						(3,103)		2,513
Investing activities:
Purchase of property and equipment		(2,917)		(1,926)		(791)		(2,060)
Proceeds from disposition of cost method investment		—		600
Net cash used in investing activities		(2,917)		(1,326)		(791)		(2,060)

Financing activities:
Borrowings on revolving credit facility		2,150		—
Borrowings of term loan		10,000		—
Repayment of term loans		(3,828)		(1,401)
Repayment of promissory notes		(6,250)		—
Repayment of due to related parties, long-term		(1,197)		—
Repayment of equipment financing agreement		(184)		(175)
Repayment of business loan and security agreement		—		(62)
Borrowings of long-term debt						—		—
Repayments of long-term debt						(216)		(798)
Debt issuance costs		(421)		—		(48)		—
Net cash provided by (used in) financing activities		270		(1,638)
Exercise of stock options						38		—
Net cash used in financing activities						(226)		(798)
Effect of exchange rate changes on cash		(290)		16		(64)		(168)
Net decrease in cash and cash equivalents		(793)		(615)		(4,184)		(513)
Cash and cash equivalents, beginning of year		1,592		1,548		12,344		1,592
Cash and cash equivalents, end of year	$	799	$	933	$	8,160	$	1,079
Supplemental disclosure of cash flow data:
Interest paid	$	483	$	484	$	704	$	235
Income taxes paid		193		—		85		191
Non-cash amortization of debt issuance costs	$	14	$	—	$	108	$	5

See notes to the condensed consolidated financial statements.

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THE ONE GROUP HOSPITALITY, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Summary of Business and Significant Accounting Policies

Summary of Business

The ONE Group Hospitality, Inc. and its subsidiaries (collectively, the “Company”) is a global hospitality company that develops, owns and operates, manages orand licenses upscale and polished casual, 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.~~locations. Turn-key F&B services are food and beverage services that can be scaled, customized and implemented by the Company at a particular hospitality venue and customized for the client. The Company’s primary restaurant ~~brand is~~brands are STK, a multi-unit steakhouse concept that combines a high-energy, social atmosphere with the quality and service of a traditional upscale ~~steakhouse.~~steakhouse, and Kona Grill, a bar-centric grill concept featuring American favorites, award-winning sushi, and specialty cocktails in a polished casual atmosphere.

On October 4, 2019, the Company acquired substantially all of the assets of Kona Grill Inc. and its affiliates (“Kona Grill”), which is composed of 24 domestic restaurants. The Company purchased the assets for a contractual price of $25.0 million plus approximately $1.5 million of consideration paid primarily for the apportionment of rent and utilities. The Company also assumed approximately $7.7 million in current liabilities. The Company intends to integrate Kona Grill by leveraging its corporate infrastructure, bar-business knowledge and unique Vibe Dining program, to elevate the brand experience and drive improved performance. The results of operations of these restaurants are included in our consolidated financial statements from the date of acquisition.

As of ~~June 30, 2019, we~~March 31, 2020, the Company owned, operated, managed or licensed 2955 venues, including 1920 STKs and 24 Kona Grills in major metropolitan cities in North America, Europe and the Middle East and ~~provided~~11 F&B ~~services to three~~venues including six hotels and ~~one casino~~casinos in the United States and Europe.

Effects of COVID-19

In the first quarter of 2020, the negative effect of the novel coronavirus (“COVID-19”) on the Company’s business was significant. The Company experienced an initial decline in restaurant revenue that began in early March 2020 as business travel and social dining decreased. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic disease, and on March 13, 2020, President Trump declared a state of emergency for COVID-19. Public concerns about the spread of COVID-19 continues to be widespread. The Company has experienced a significant reduction in guest traffic at its restaurants as a result of restrictions mandated by state and local governments.

In response to these conditions, and out of concern for our customers and partners, the Company has temporarily closed several restaurants and the Company has shifted operations at 30 of its restaurants to provide only take-out and delivery service. In addition to the decline in restaurant revenue, the Company has incurred approximately $1.3 million of costs directly related to COVID-19 in the three months ended March 31, 2020, composed primarily of payments to employees for paid-time off during restaurant closures, inventory waste, and rent and rent related costs for closed and limited-operations restaurants from the day that the dining room closed. The Company has implemented measures to reduce its costs during the COVID-19 pandemic, including significant reductions in employees, deferral of capital projects, and negotiations with suppliers and landlords regarding deferral or abatement of payments which could become significant.

Given the present uncertainty surrounding the global economy due to the COVID-19 pandemic, the Company cannot reasonably predict when its closed restaurants will re-open and open restaurants will be able to return to normal dining room operations. The Company expects that its results of operations will be negatively affected by these actions in the second quarter of 2020. The Company’s re-opening of closed restaurants and resumption of normal dining operations is subject to events beyond its control, including the effectiveness of governmental efforts to halt the spread of COVID-19.

Basis of Presentation

The accompanying consolidated balance sheet as of December 31, ~~2018,~~2019, which has been derived from audited financial statements, and the accompanying unaudited interim consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain information and footnote disclosures normally included in annual audited financial statements have been omitted pursuant to SEC rules and regulations. These unaudited interim consolidated financial

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statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, ~~2018.~~2019.

In the Company’s opinion, the accompanying unaudited interim financial statements reflect all adjustments (consisting only of normal recurring accruals and adjustments) necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results expected for the full year. Additionally, the Company believes that the disclosures are sufficient for interim financial reporting purposes.

Prior Period Reclassifications

Certain reclassifications of the 2019 financial statements amounts have been made to conform to the current year presentation. The Company has combined owned restaurant net revenues and owned food, beverage and other net revenues to be presented in total as owned restaurant net revenue. Additionally, the Company reclassified $0.5 million of owned food, beverage and other expenses to owned restaurant cost of sales and $1.8 million of owned food, beverage and other expenses to owned restaurant expenses on the accompanying consolidated statements of operations and comprehensive (loss) income. Certain reclassifications were also made to conform the prior period segment reporting to the current year segment presentation. Refer to Note 15 – Segment Reporting for additional information regarding the Company’s reportable operating segments.

Recent Accounting Pronouncements

In ~~March~~December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updated (“ASU”) No. ~~2019‑01, “Leases~~2019-12, “Income Taxes (Topic ~~842)~~740): ~~Codification Improvements”~~Simplifying the Accounting for Income Taxes,” (“ASU ~~2019‑01”~~2019-12”)~~. ASU 2019‑01 provided clarification~~ which is intended to simplify various aspects related to ~~adopting~~accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Accounting Standard Codification Topic ~~842, Leases, (“ASC Topic 842”).~~740, Income Taxes, and it clarifies and amends existing guidance to improve consistent application. ASU ~~2019‑01 addresses fair value determinations of underlying assets by lessors, cash flow statement presentation~~2019-12 is effective for ~~financing leases,~~annual and ~~transition disclosures.~~interim periods beginning after December 15, 2020. The Company ~~adopted ASC Topic 842 as~~is evaluating the impact of ~~January 1, 2019 and considered the clarification guidance in ASU 2019‑01 as part of its adoption. Refer to Note 12 for additional details regarding~~ the adoption of ~~ASC Topic 842.~~ASU 2019-12 on its financial statements but does not expect the adoption of ASU 2019-12 to be material.

In October 2018, the FASB issued ASU No. 2018‑17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities” (“ASU 2018‑17”). ASU 2018‑17 states that indirect interests held through related parties in common control arrangements should be considered on a proportional basis to determine whether fees paid to decision makers and service providers are variable interests. This is consistent with how indirect interests held through related parties under common control are considered for determining whether a reporting entity must consolidate a variable interest entity. ASU 2018‑17 is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. Entities are required to adopt the new guidance retrospectively with a cumulative adjustment to retained earnings at the beginning of the earliest period presented. The ~~Company is evaluating the effects of this pronouncement on its consolidated financial statements.~~

In August 2018, the FASB issued ASU No. 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018‑13”). ASU 2018‑13 eliminates, modifies and adds disclosure requirements for fair value measurements. The amendments in ASU 2018‑13 are effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the effects of ASU 2018‑13 on its consolidated financial statements but does not expect the adoption of ASU ~~2018‑13 to be material.~~2018-17 did not have a material impact on our financial position, results of operations or cash flows.

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In August 2018, the FASB issued ASU No. 2018‑15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract” (“ASU 2018‑15”). ASU 2018‑15 aligns the requirements for capitalizing implementation costs in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018‑15 is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. Entities can choose to adopt the new guidance prospectively or retrospectively. The ~~Company is evaluating~~adoption of ASU 2018-15 did not have a material impact on our financial position, results of operations or cash flows.

In August 2018, the ~~effects~~FASB issued ASU No. 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018‑13”). ASU 2018‑13 eliminates, modifies and adds disclosure requirements for fair value measurements. The amendments in ASU 2018‑13 are effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The adoption of ~~this pronouncement~~ASU 2018-3 did not have a material impact on ~~its consolidated financial statements.~~our disclosures of fair value measurement, which are included in Note 7 – Fair Value of Financial Instruments.

Note 2 – ~~Inventory~~Business Combination

~~Inventory consists~~On October 4, 2019, the Company acquired substantially all of the assets of Kona Grill Inc. and its affiliates comprising 24 domestic restaurants. The Company purchased the assets for a contractual price of $25.0 million plus $1.5 million of consideration paid primarily for the apportionment of rent and utilities. The Company also assumed approximately $7.7 million in current liabilities. The Company believes that Kona Grill is complementary to the Company’s business and will enable the Company to capture market share in the Vibe Dining segment.

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Kona Grill Inc. and its affiliates were purchased pursuant to a Chapter 11 bankruptcy. As a result, the Company recognized a bargain purchase gain of approximately $11.0 million in the consolidated statements of operation and comprehensive (loss) income for the year ended December 31, 2019, which represents the excess of the aggregate fair value of net assets acquired and liabilities assumed over the purchase price.

The purchase accounting is preliminary and represents estimates and assumptions that are subject to change during the measurement period (up to one year from the acquisition date). The following ~~(in~~table summarizes the preliminary fair value of identified assets acquired and liabilities assumed as of the acquisition date (amounts in thousands):


Net assets acquired:
Cash	$	450
Current assets, excluding cash		2,830
Property and equipment		31,781
Operating lease right-of-use assets		42,398
Intangible assets		17,400
Other assets		692
Current liabilities		(7,690)
Deferred tax liability		(4,044)
Operating lease liabilities		(46,364)
Total net assets acquired	$	37,453

Purchase consideration:
Contractual purchase price		25,000
Apportionment of rent and utilities		775
Assumption of real estate lease consultant contract		465
Escrow deposit		250
Consideration paid	$	26,490

Bargain purchase gain attributable to Kona Grill acquisition	$	10,963

Pro Forma Results of Operations (unaudited)

The following pro forma results of operations for the three months ended March 31, 2019 have been prepared as though the acquisition occurred as of January 1, 2019. The pro forma financial information is not indicative of the results of operations that the Company would have attained had the acquisition occurred at the beginning of the periods presented, nor is the pro forma financial information indicative of the results of operations that may occur in the future. Amounts are in thousands, except earnings per share related data.

June 30,

December 31,

2019

2018
Food

$
237

$
300
Beverages

1,128

1,104
Total

$
1,365

$
1,404


	Three months ended
	March 31, 2019
Total revenues	$	47,230
Net income attributable to The ONE Group Hospitality, Inc.	$	667
Net income attributable to The ONE Group Hospitality, Inc. per share:
Basic net income per share	$	0.02
Diluted net income per share	$	0.02

~~Note 3 – Other Current Assets~~

~~Other current assets consist~~

Table of ~~the following (in thousands):~~Contents

June 30,

December 31,

2019

2018
Prepaid taxes

$
521

$
503
Landlord receivable

195

195
Prepaid expenses

667

680
Other

57

93
Total

$
1,440

$
1,471

Note 43 – Property and Equipment, net

Property and equipment, net consist of the following (in thousands):


	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
Furniture, fixtures and equipment	$	11,588	$	10,425	$	20,907	$	20,512
Leasehold improvements		45,903		43,890		70,110		69,925
Less: accumulated depreciation and amortization		(18,915)		(16,969)		(24,218)		(21,997)
Subtotal		38,576		37,346		66,799		68,440
Construction in progress		—		336		438		97
Restaurant supplies		1,931		1,665
Restaurant smallwares						1,946		1,946
Total	$	40,507	$	39,347	$	69,183	$	70,483

Depreciation and amortization related to property and equipment amounted to ~~$1.0~~$2.2 million and $0.9 million for the three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $1.9 million and $1.7 million for the six months ended June 30, 2019 and 2018,~~ respectively. The Company does not depreciate construction in progress, assets not yet put into service or restaurant supplies.

Note 4 – Intangibles, net

Intangibles, net consists of the following (in thousands):


	March 31,		December 31,
	2020		2019
Kona Grill tradename	$	17,400	$	17,400
Less: accumulated amortization		(435)		(217)
Total intangibles, net	$	16,965	$	17,183

~~Table~~The Kona Grill trade name is amortized using the straight-line method over its estimated useful life of ~~Contents~~20 years. Amortization expense was $0.2 million for the three months ending March 31, 2020. The Company’s estimated aggregate amortization expense for each of the five succeeding fiscal years is approximately $0.9 million annually.

Note 5 – Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
Payroll and related					$	2,138	$	4,519
Variable rent, including disputed rent amounts	$	1,577	$	1,766		1,770		1,796
Legal, professional and other services		1,034		645		1,081		1,103
Payroll and related		830		1,794
VAT and sales taxes		431		1,028
VAT, sales and other taxes						689		1,488
Income taxes						—		547
Insurance		426		203		118		100
Income taxes and related		284		685
Due to hotels		—		212
Other		761		1,760		1,846		1,645
Total	$	5,343	$	8,093	$	7,642	$	11,198

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Note 6 – Long-Term Debt

Long-term debt consists of the following (in thousands):


	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
Term loan agreements	$	10,000	$	3,828	$	47,760	$	47,880
Revolving credit facility		2,150		—		—		—
Equipment financing agreements		569		752		284		380
Promissory notes		—		6,250
Total long-term debt		12,719		10,830		48,044		48,260
Less: current portion of long-term debt		(1,065)		(3,201)		(696)		(749)
Less: debt issuance costs		(416)		(32)		(2,225)		(2,285)
Less: discounts on warrants, net		—		(479)
Total long-term debt, net of current portion	$	11,238	$	7,118	$	45,123	$	45,226

Interest expense for all the Company’s debt arrangements, excluding the ~~loss on early debt extinguishment and the~~ amortization of debt issuance costs and other discounts and fees, was approximately ~~$0.2~~$1.1 million and $0.2 million for the three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018 and $0.4 million and $0.5 million for the six months ended June 30, 2019 and 2018,~~ respectively.

As of ~~June 30, 2019,~~March 31, 2020, the Company had $1.3 million in standby letters of credit outstanding for certain restaurants ~~including $36.9 thousand~~and $10.7 million available in its revolving credit facility. As of ~~standby letters of credit~~March 31, 2020 and ~~$1.3~~December 31, 2019, the Company had $0.4 million of cash collateralized letters of credit, which are recorded as a component of security deposits on the consolidated balance ~~sheet as of June 30, 2019.~~sheet.

Goldman Sachs Bank ~~of America, N.A.~~USA Credit and Guaranty Agreement

On ~~May 15,~~October 4, 2019,in conjunction with the acquisition of Kona Grill, the Company entered into a ~~Credit Agreement~~credit and guaranty agreement with Goldman Sachs Bank ~~of America, N.A~~USA (“Goldman Sachs Credit Agreement”). The Goldman Sachs Credit Agreement provides for a secured revolving credit facility of ~~$10.0~~$12.0 million and a ~~$10.0~~$48.0 million term loan. The term loan is payable in quarterly installments, with the final payment due in ~~May~~October 2024. The revolving credit facility also matures in ~~May~~October 2024. ~~In conjunction with entering into~~ Additionally, the Company’s consolidated adjusted EBITDA as defined by the Goldman Sachs Credit Agreement for determining covenant compliance includes pro forma adjustments for the ~~Company incurred $0.4 million~~annualization of ~~debt issuance costs,~~the Kona Grill restaurant performance which ~~were capitalized and are recorded as a direct deduction to~~includes results before the ~~long-term debt, net of current portion, on the consolidated balance sheets.~~acquisition date.

The Goldman Sachs Credit Agreement contains several financial covenants, including ~~(a) a~~the following:

A minimum consolidated fixed charge coverage ratio of (i) 1.35 to 1.00 as of the end of any fiscal quarter ending on or prior to June 30, 2021 and (ii) 1.50 to 1.00 as of any fiscal quarter thereafter;

A maximum consolidated leverage ratio of (i) 2.75 to 1.00 as of the end of any fiscal quarter ending on or prior to March 31, 2020, (ii) 2.50 to 1.00 as of the fiscal quarter ending June 30, 2020, (iii) 2.25 to 1.00 as of the fiscal quarters ending September 30, 2020 and December 31, 2020, (iv) 2.00 to 1.00 as of the fiscal quarter ending March 31, 2021, (v) 1.75 to 1.00 as of the fiscal quarter ending June 30, 2021, (vi) 1.70 to 1.00 as of the fiscal quarter ending September 30, 2021, (vii) 1.65 to 1.00 as of the fiscal quarter ending December 21, 2021 and (viii) 1.50 to 1.00 as of the end of any fiscal quarter thereafter. For purposes of calculating this ratio for the first four quarters, the agreement provides for a pro forma adjustment to reflect one full year of Kona Grill operations;

Maximum consolidated capital expenditures not to exceed (i) $10,000,000 in 2020 and (ii) $8,000,000 in 2021 and every fiscal year thereafter; and,

Minimum consolidated liquidity not to be less than $1,500,000 at any time.

The Company’s ability to borrow under its revolving credit facility is dependent on several factors. The Company’s total borrowings cannot exceed a leverage incurrence multiple of (i) ~~4.75~~2.50 to 1.00 as of the end of any fiscal quarters ending on or prior to June 30, 2020, (ii) 2.25 to 1.00 as of the fiscal quarters ending September 30, 2020 and December 31, 2020, (iii) 2.00 to 1.00 as of the fiscal quarter ending March 31, 2021 (iv) 1.75 to 1.00 as of the fiscal quarter ending June 30, 2021, (v) 1.70 to 1.00 as of the fiscal quarter ending September 30, 2021, (vi) 1.65 to 1.00 as of the fiscal quarter ending December 31, 2021, and (vii) 1.50 to 1.00 as of the end of any fiscal quarter ~~ending on or prior~~thereafter. In addition, after giving effect to ~~June 30, 2020~~borrowings under the revolving credit facility, the Company’s cash and ~~(ii) 4.50 to 1.00 as of the end of any fiscal quarter thereafter and (b) a minimum consolidated fixed charge coverage ratio of 1.35 to 1.00.~~cash equivalents cannot exceed $4,000,000.

The Goldman Sachs Credit Agreement has several borrowing and interest rate options, including the following: (a) a LIBOR rate (or a comparable successor rate) subject to a 1.75% floor or (b) a base rate equal to the ~~greater~~greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% or, (iii) the LIBOR rate for a one-month period plus 1.00%~~; provided that the base rate may not be less than zero.~~ or (iv) 4.75%. Loans under the Goldman Sachs Credit

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Agreement bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of between ~~2.75%~~5.75% and ~~3.50%~~6.75% (for LIBOR rate loans) and ~~1.75%~~4.75% and ~~2.50%~~5.75% (for base rate loans).

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The Goldman Sachs Credit Agreement contains customary representations, warranties and conditions to borrowing including customary affirmative and negative covenants, which include covenants that limit or restrict the Company’s ability to incur indebtedness and other obligations, grant liens to secure obligations, make investments, merge or consolidate, alter the organizational structure of the Company and its subsidiaries, and dispose of assets outside the ordinary course of business, in each case subject to customary exceptions for credit facilities of this size and ~~type.~~ type.

The Company and certain operating subsidiaries of the Company guarantee the obligations under the Goldman Sachs Credit Agreement, which also are secured by liens on substantially all of the assets of the Company and its subsidiaries.

The Company has incurred approximately $2.5 million of debt issuance costs related to the Goldman Sachs Credit Agreement, which were capitalized and are recorded as a direct deduction to the long-term debt, net of current portion, on the consolidated balance sheets. As of ~~June 30, 2019,~~March 31, 2020, the Company iswas in compliance with the covenants required by the Goldman Sachs Credit Agreement.

~~Debt Extinguishment~~Equipment Financing Agreements

~~In conjunction with entering into the Credit Agreement on May 15, 2019,~~On June 5, 2015 and August 16, 2016, the Company ~~prepaid the outstanding debt balances to early extinguish the $2.6 million of outstanding term loans~~entered into financing agreements with ~~BankUnited, the $5.3 million of outstanding promissory notes with Anson Investments Master Fund LP, and the~~Sterling National Bank for $1.0 million ~~outstanding promissory note with 2235570 Ontario Limited. The Company recognized~~and $0.7 million, respectively, to purchase equipment for the STKs in Orlando, Chicago, San Diego, and Denver. Each of these financing agreements have five- year terms and bear interest at a ~~$0.4 million loss on early debt extinguishment within other expenses, net on the consolidated statements~~rate of operations and comprehensive income, primarily caused by the recognition of the unamortized discounts related to warrants issued with the promissory notes and the recognition of unamortized debt issuance costs related to the debt extinguished. Additionally, the Company prepaid the $1.2 million of outstanding cash advances due to the TOG Liquidation Trust, a related party. ~~Please refer to Note 9 for additional details on transactions with related parties.~~5% per annum, payable in equal monthly installments.

Note 7 – Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued expenses are carried at cost, which approximates fair value due to their short maturities. Long-lived assets are measured and disclosed at fair value on a nonrecurring basis if an impairment is identified. There were no long-lived assets measured at fair value as of ~~June 30, 2019.~~March 31, 2020.

The Company’s long-term debt, including the current portion, is carried at cost on the consolidated balance sheets. Fair value of long-term debt, including the current portion, is estimated based on Level 2 inputs, except the amount outstanding on the revolving credit facility for which the carrying value approximates fair value. Fair value is determined by discounting future cash flows using interest rates available for issues with similar terms and ~~maturities.~~maturities.

The estimated fair values of long-term debt, for which carrying values do not approximate fair value, are as follows (in thousands):


	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
Carrying amount of long-term debt, including current portion (1)	$	10,569	$	10,830	$	48,044	$	48,260
Fair value of long-term debt, including current portion	$	8,728	$	7,648	$	37,454	$	35,471

(1)

Excludes the discounts on warrants, net and debt issuance costs

Note 8 – Nonconsolidated Variable Interest Entities and Related Party Transactions

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company owned interests in the following companies, which directly or indirectly operate a restaurant:

31.24% interest in Bagatelle NY LA Investors, LLC (“Bagatelle Investors”)

51.13% aggregate interest, held directly and indirectly through other entities, in Bagatelle Little West 12th, LLC (“Bagatelle NY”)

Bagatelle Investors is a holding company that has an interest in Bagatelle NY. ~~Both entities were formed~~The Company records its retained interests in ~~2011. In the three months ended June 30, 2019,~~Bagatelle Investors and Bagatelle NY ~~notified~~as cost method investments as the Company ~~that it had no intent to renew its sublease with the Company for the restaurant space. As a result, the Company~~has determined that it ~~no longer had~~does not have the ability to exercise significant influence over its investees, Bagatelle Investors and Bagatelle NY. As of ~~June 30,~~March 31, 2020 and December 31, 2019, the Company ~~recorded its retained interests~~has zero carrying value in ~~Bagatelle Investors and Bagatelle NY as~~these cost method ~~investments, with the initial basis being the previous carrying amounts of the~~ investments. Prior to June 30, 2019, the Company had accounted for its investments in these entities under the equity method of accounting based on management’s assessment that it was not the primary beneficiary of these entities because it did not have the power to direct their day to day activities. The Company has provided no additional types of support to these entities than what is contractually required.

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~~The carrying values of these investments were as follows (in thousands):~~

June 30,

December 31,

2019

2018
Bagatelle Investors

$
56

$
56
Bagatelle NY

2,628

2,628
Total

$
2,684

$
2,684

For the each of the three and six months ended June 30, 2018, the equity in income of investee companies for the equity method investments discussed above was approximately $0.1 million. There was no equity in income for the three and six months ended June 30, 2019.

Additionally, the Company has a management agreement with Bagatelle NY. Under this agreement, the Company recorded less than $0.1 million of management fee revenue in each of ~~approximately $0.2 million and $0.1 million for~~ the three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $0.3 million and $0.1 million for the six months ended June 30, 2019 and 2018,~~ respectively. The Company also receives rental income from Bagatelle NY for restaurant space that it subleases to Bagatelle NY. Rental income of approximately ~~$0.2 million and~~ $0.1 million was recorded from this entity for each of the three months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~, ~~respectively, and $0.3 million was recorded from this entity for the each of the six months ended June 30, 2019 and 2018, respectively~~.respectively.

Net receivables from the Bagatelle Investors and Bagatelle NY included in due from related parties, net were approximately ~~$0.3~~$0.4 million and ~~$0.1~~$0.3 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. These receivables ~~combined with the Company’s equity in each of these investments,~~ represent the Company’s maximum exposure to loss.

In the first quarter of 2018, the Company sold its 10% interest in a cost method investment, One 29 Park, LLC, for $0.6 million, resulting in a gain of $0.2 million. The gain is included as a component of other income, net on the consolidated statements of operations and comprehensive income for the six months ended June 30, 2018. The investment was accounted for under the cost method of accounting. The Company had also entered into a management agreement with One 29 Park, LLC, under which the Company recorded management fee revenue of $0.1 million and $0.2 million for the three and six months ended June 30, 2018. The management agreement with One 29 Park, LLC terminated on September 30, 2018.

Note 9 ~~– Related Party Transactions~~

Net amounts due to related parties were $0.3 million and $1.2 million as of June 30, 2019 and December 31, 2018, respectively. The Company has not reserved any related party receivables as of June 30, 2019 and December 31, 2018.

During the fourth quarter of 2016, the Company received approximately $1.2 million in cash advances from the TOG Liquidation Trust. The TOG Liquidation Trust is a trust that was set up in connection with a 2013 merger transaction to hold previously issued and outstanding warrants held by members of the predecessor company. Amounts due to the trust were non-interest bearing and were repayable in 2021 when the trust expires. In conjunction with entering into the Credit Agreement on May 15, 2019, the Company prepaid the $1.2 million balance due to the TOG Liquidation Trust. As a result of the prepayment, there was no amount outstanding to the TOG Liquidation Trust as of June 30, 2019. As of December 31, 2018, the $1.2 million balance due to the Liquidation Trust was included in due to related parties, long-term.

~~Please refer to Note 8 for details on other transactions with other related parties, and refer to Note 6 for details related to the Credit Agreement.~~

~~Note 10~~ – Income taxes

The Company’s effective income tax rate was ~~10.2%~~11.8% for the ~~six~~three months ended ~~June 30 2019~~March 31, 2020 compared to ~~31.0%~~11.1% for the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. The effective income tax rate for the six months ended June 30, 2019 was lower compared to the six months ended June 30, 2018 primarily due to the tax rates applied to domestic and foreign income (loss). Additionally, the Company’s projected annual effective tax rate differs from the statutory U.S. tax rate of 21% primarily due to the following: (i) availability of U.S. net operating loss carryforwards, resulting in no federal income taxes; (ii) ~~a full valuation allowance on the U.S. deferred tax assets, net; (iii)~~ taxes owed in foreign jurisdictions such as the United Kingdom, Canada and Italy; and, ~~(iv)~~(iii) taxes owed in state and local ~~jurisdictions such as New York, New York City, Colorado and Tennessee.~~jurisdictions.

The Company is subject to income taxes in the U.S. federal jurisdiction, and the various states and local jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require

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significant judgment to apply. In the normal course of business, the Company is subject to examination by the federal, state, local and foreign taxing authorities.

Note 1110 – Revenue from contracts with customers

The following table provides information about contract receivables and liabilities from contracts with customers, which include deferred license revenue, ~~and~~ deferred gift card revenue and ~~gift certificate revenue, from contracts with customers~~the Konavore rewards program (in thousands):


	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
Receivables (1)	$	125	$	174	$	125	$	250
Deferred license revenue (2)		1,190		1,179	$	1,315	$	1,368
Deferred gift card and gift certificate revenue (3)	$	221	$	491	$	2,594	$	3,210
Konavore rewards program (4)					$	86	$	84

(1)

Receivables are included in accounts receivable on the consolidated balance sheets.

(2)

Includes the current and long-term portion of deferred license revenue.

(3)

Deferred gift card ~~and gift certificate~~ revenue is included in deferred gift card revenue and other on the consolidated balance sheets.

(4)

Konavore rewards program is included in accrued expenses on the consolidated balance sheets.

The Company determined that the services it provides under its licensing agreements are primarily the rights to access and derive benefit from our symbolic intellectual property. As a result, the initial license fees and upfront fees are recognized on a straight-line basis over the term of the license agreement as a component of management, license and incentive fee revenue on the consolidated statements of operations and comprehensive income. Sales-based royalties are recognized as licensee restaurant sales occur.

Significant changes in deferred license revenue and deferred gift card revenue for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019 ~~were~~are as follows (in thousands):

Deferred license revenue, as of December 31, 2018

$
1,179
Additions to deferred license revenue

111
Revenue recognized during the period

(100)
Deferred license revenue, as of June 30, 2019

$
1,190


	March 31,		March 31,
	2020		2019
Revenue recognized from deferred license revenue	$	52	$	55
Revenue recognized from deferred gift card revenue	$	746	$	283

As of ~~June 30, 2019,~~March 31, 2020, the estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as of ~~June 30, 2019 was as follows (in thousands):~~

2019, six months remaining

$
95
2020

191
2021

191
2022

166
2023

136
Thereafter

411
Total future estimated deferred license revenue

$
1,190

Proceeds from the sale of gift cards and gift certificates are recorded as deferred revenue and recognized as revenue when redeemed by the holder. There are no expiration dates on the Company’s gift card and gift certificates and the Company does not charge any service fees that would result in a decrease to a customer’s available balance. Although the Company will continue to honor all gift card and gift certificates presented for payment, it may determine the likelihood of redemption to be remote for certain gift cards and gift certificates due to, among other things, long periods of inactivity. In these circumstances, to the extent the Company determines there is no requirement for remitting balances to government agencies under unclaimed property laws, outstanding gift card and gift certificate balances may then be recognized as breakage in the consolidated statements of operations and comprehensive income as a component of owned food, beverage and other net revenues.

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~~Significant changes in deferred gift card and gift certificate revenue for the six months ended June 30, 2019~~March 31, 2020 were as follows for each year ending (in thousands):

Deferred gift card and gift certificate revenue, as of December 31, 2018

$
491
Additions to deferred gift card and gift certificates revenue

296
Revenue recognized during the period related to redemptions

(566)
Deferred gift card and gift certificate revenue, as of June 30, 2019

$
221


2020, nine months remaining	$	154
2021		206
2022		181
2023		169
2024		134
Thereafter		471
Total future estimated deferred license revenue	$	1,315

The Company recognized revenue of $0.3 million and $0.2 million related to our contract liabilities, which include deferred license revenue and deferred gift card and gift certificate revenue, in the three months ended June 30, 2019 and 2018, respectively, and $0.7 million and $0.5 million in the six months ended June 30, 2019 and 2018, respectively.

~~Note 12 – Leases~~

The Company adopted ASC Topic 842 as of January 1, 2019 using the optional transition method and has applied its transition provisions at the beginning of the period of adoption. As a result, the Company did not restate comparative periods. Under this transition provision, the Company has applied the legacy guidance under Accounting Standard Codification Topic 840, Leases, including its disclosure requirements, in the comparative periods presented.

Under ASC Topic 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company’s contracts determined to be or contain a lease include explicitly or implicitly identified assets where the Company has the right to substantially all of the economic benefits of the assets and has the ability to direct how and for what purpose the assets are used during the lease term. Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents, initial direct costs and lease incentives received from the lessor. The Company used its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

ASC Topic 842 includes practical expedient and policy election choices. The Company elected the practical expedient transition package available in ASC Topic 842 and, as a result, did not reassess the lease classification of existing contracts or leases or the initial direct costs associated with existing leases. The Company has made an accounting policy election not to recognize right of use assets and lease liabilities for leases with a lease term of 12 months or less, including renewal options that are reasonably certain to be exercised, that also do not include an option to purchase the underlying asset that is reasonably certain of exercise. Instead, lease payments for these leases are recognized as lease cost on a straight-line basis over the lease term. Additionally, the Company has elected not to separate the accounting for lease components and non-lease components, for all leased assets.

The Company did not elect the hindsight practical expedient, and therefore the Company did not reassess its historical conclusions with regards to whether renewal option periods should be included in the terms of its leases. Given the importance of each of its restaurant locations to its operations, the Company historically concluded that it was reasonably assured of exercising all renewal periods included in its leases as failure to exercise such options would result in an economic penalty. The Company also did not elect the portfolio approach practical expedient, which permits applying the standard to a portfolio of leases with similar characteristics.

Upon adoption on January 1, 2019, the Company recognized right-of-use assets and lease liabilities for operating leases of $41.8 million and $58.9 million, respectively. The difference between the right-of-use asset and lease liability represents the net book value of deferred rent and tenant improvement allowances recognized by the Company as of December 31, 2018, which was adjusted against the right-of-use asset upon adoption of ASC Topic 842. There was no impact to the opening balance of retained earnings upon adoption.

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Note 11 – Leases

The ~~changes due to~~components of lease expense for the ~~adoption of ASC Topic 842~~period were as follows (in thousands):

ASC 842

December 31, 2018

Adjustments

January 1, 2019
Assets

Operating lease right-of-use assets

$
—

$
41,868

$
41,868
Liabilities

Current portion of operating lease liabilities

$
—

$
3,212

$
3,212
Operating lease liability, net of current portion

—

55,679

55,679
Deferred gift card revenue and other

947

(249)

698
Deferred rent and tenant improvement allowances

$
16,774

$
(16,774)

$
—


	March 31,			March 31,
	2020			2019
Lease cost
Operating lease cost	$	3,297		$	1,726
Variable lease cost		1,156			674
Short-term lease cost		128			108
Sublease income		(135)			(203)
Total lease cost	$	4,446		$	2,305

Weighted average remaining lease term – operating leases		13 years			14 years
Weighted average discount rate – operating leases		8.49	%		8.25	%

There was no impact to the Company’s consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2019 compared to the three and six months ended June 30, 2018.

The Company enters into contracts to lease office space, restaurant space and equipment with terms that expire at various dates through 2039. Under ASC Topic 842, the lease term at the lease commencement date is determined based on the non-cancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option, and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considered a number of factors when evaluating whether the options in its lease contracts were reasonably certain of exercise, such as length of time before option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to overall operations, costs to negotiate a new lease, and any contractual or economic penalties.

Certain of the Company’s leases also provide for percentage rent, which are variable lease costs determined as a percentage of gross sales in excess of specified, minimum sales targets, as well as other variable lease costs to reimburse the lessor for real estate tax and insurance expenses, and certain non-lease components that transfer a distinct service to the Company, such as common area maintenance services. These percentage rents and other variable lease costs are not included in the calculation of lease payments when classifying a lease and in the measurement of the lease liability as they do not meet the definition of in-substance, fixed-lease payments under ASC Topic 842.

The Company subleases ~~portions of its~~one restaurant space and in 2019 subleased office ~~and restaurant~~ space where it ~~does~~did not use the entire space for its operations. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, sublease income was ~~$0.3~~$0.1 million and ~~$0.5~~$0.2 million, respectively, of which ~~$0.2~~$0.1 million and ~~$0.3~~$0.1 million, respectively, was from a related party, Bagatelle NY. Refer to Note 8 for details on transactions with this related party.

~~ASC Topic 842 includes a number~~The Company has entered into an operating lease for one future restaurant that has not yet commenced as of ~~reassessment~~March 31, 2020. The aggregate future commitment related to this lease totals $4.8 million. The Company expects this lease to commence within the next twelve months and ~~re-measurement requirements for lessees based on certain triggering events or conditions, including whether a contract is or contains~~will have a lease ~~assessment~~term of lease term and purchase options, measurement of lease payments, assessment of lease classification and assessment of the discount rate. The Company reviewed the reassessment and re-measurement requirements and concluded that a lease for office space required reassessment as the Company had determined not to elect to exercise an option that it had previously determined it was reasonably certain to exercise. As a result, the Company remeasured the lease liability to reflect the change in lease payments, which resulted in a reduction in the operating lease liability and a corresponding adjustment to the operating lease right-of-use asset of $1.2 million in the six months ended June 30, 2019. In addition, there were no impairment indicators identified during the six months ended June 30, 2019 that required an impairment test for the Company’s right-of-use assets or other long-lived assets in accordance with Accounting Standard Codification Topic 360, Property, Plant, and Equipment.

~~Table of Contents~~

~~The components of lease expense for the period were as follows (in thousands):~~

June 30,

2019

Lease cost

Operating lease cost

$
3,372

Variable lease cost

1,297

Short-term lease cost

214

Sublease income

(474)

Total lease cost

$
4,409

Weighted average remaining lease term – operating leases

14 years

Weighted average discount rate – operating leases

8.25
%

11 years.

Supplemental cash flow information related to leases for the period was as follows (in thousands):


	June 30,		March 31,		March 31,
	2019		2020		2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,456	$	3,161	$	1,718
Right-of-use assets obtained in exchange for operating lease obligations	$	281	$	288	$	281

As of ~~June 30, 2019,~~March 31, 2020, maturities of the Company’s operating lease liabilities are as follows (in thousands):


2019, six months remaining	$	3,572
2020		6,731
2020, nine months remaining			$	9,775
2021		6,472		12,843
2022		6,593		12,801
2023		6,727		13,087
2024				12,486
Thereafter		69,504		115,862
Total lease payments		99,599		176,854
Less: imputed interest		(42,759)		(74,908)
Present value of operating lease liabilities	$	56,840	$	101,946

For the nine months remaining in 2020, the Company’s operating lease liabilities does not include future rent abatements that have been or will be negotiated with landlords.

Note 1312 – ~~Earnings~~(Loss) earnings per share

Basic (loss) earnings per share is computed using the weighted average number of common shares outstanding during the period and income available to common stockholders. Diluted (loss) earnings per share is computed using the weighted average number of common shares outstanding during the period plus the dilutive effect of all potential shares of common stock including common stock issuable pursuant to stock options, warrants, and restricted stock units.

Table of Contents

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the (loss) earnings per share was calculated as follows (in thousands, except earnings per share and related share data):


	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
	2019		2018		2019		2018		2020		2019
Net (loss) income attributable to The ONE Group Hospitality, Inc.	$	(322)	$	181	$	532	$	412	$	(4,599)	$	854

Basic weighted average shares outstanding		28,432,510		27,366,322		28,373,974		27,277,483		28,636,325		28,314,820
Dilutive effect of stock options, warrants and restricted share units		—		293,126		1,082,789		239,401		—		996,936
Diluted weighted average shares outstanding		28,432,510		27,659,448		29,456,764		27,516,884		28,636,325		29,311,756

Net (loss) income available to common stockholders per share - Basic	$	(0.01)		0.01	$	0.02	$	0.02	$	(0.16)	$	0.03
Net (loss) income available to common stockholders per share - Diluted	$	(0.01)	$	0.01	$	0.02	$	0.01	$	(0.16)	$	0.03

For the ~~six~~three months ended ~~June 30,~~March 31, 2020, all equivalent shares underlying options, warrants and restricted share units were anti-dilutive as the Company was in a net loss position. For the three months ended March 31, 2019, ~~1.0~~0.9 million stock options, warrants and restricted share units were determined to be anti-dilutive and were therefore excluded from the calculation of diluted earnings per share. ~~For the three and six months ended June 30,~~

~~Table of Contents~~

2018, 1.8 million stock options, warrants and restricted share units were determined to be anti-dilutive and were therefore excluded from the calculation of diluted earnings per share. For the three months ended June 30, 2019, all equivalent shares underlying options, warrants and restricted share units were anti-dilutive as the Company was in a net loss position.

Note 1413 – Stockholders’ Equity

Significant changes in stockholders’ equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ are as follows (in thousands):

Accumulated

Additional

other

Common

paid-in

Accumulated

comprehensive

Noncontrolling

Stock

capital

deficit

loss

interests

Total
Balance at December 31, 2018

$
3

$
43,543

$
(28,722)

$
(2,310)

$
(452)

$
12,062
Stock-based compensation

—

181

—

—

—

181
Loss on foreign currency translation, net

—

—

—

(160)

—

(160)
Net income (loss)

—

—

854

—

(85)

769
Balance at March 31, 2019

3

43,724

(27,868)

(2,470)

(537)

12,852
Stock-based compensation

—

456

—

—

—

456
Loss on foreign currency translation, net

—

—

—

(120)

—

(120)
Net (loss) income

—

—

(322)

—

159

(163)
Balance at June 30, 2019

$
3

$
44,180

$
(28,190)

$
(2,590)

$
(378)

$
13,025


							Accumulated
			Additional				other
	Common		paid-in		Accumulated		comprehensive		Noncontrolling
	Stock		capital		deficit		loss		interests		Total
Balance at December 31, 2019	$	3	$	44,853	$	(7,891)	$	(2,651)	$	(402)	$	33,912
Stock-based compensation, net of tax withholding		—		338		—		—		—		338
Exercise of stock options		—		38		—		—		—		38
Vesting of restricted shares		—		—		—		—		—		—
Loss on foreign currency translation, net		—		—		—		(44)		—		(44)
Net loss		—		—		(4,599)		—		(274)		(4,873)
Balance at March 31, 2020	$	3	$	45,229	$	(12,490)	$	(2,695)	$	(676)	$	29,371

Accumulated

Additional

other

Common

paid-in

Accumulated

comprehensive

Noncontrolling

Stock

capital

deficit

loss

interests

Total
Balance at December 31, 2017

$
3

$
41,007

$
(31,979)

$
(1,556)

$
(922)

$
6,553
Adoption of ASC 606 “Revenue from contracts with customers”

—

—

(54)

—

—

(54)
Stock-based compensation

—

324

—

—

—

324
Loss on foreign currency translation, net

—

—

—

(75)

—

(75)
Net income (loss)

—

—

231

—

(113)

118
Balance at March 31, 2018

3

41,331

(31,802)

(1,631)

(1,035)

6,866
Stock-based compensation

—

344

—

—

—

344
Loss on foreign currency translation, net

—

—

—

141

—

141
Net income

—

—

181

—

133

314
Balance at June 30, 2018

$
3

$
41,675

$
(31,621)

$
(1,490)

$
(902)

$
7,665


							Accumulated
			Additional				other
	Common		paid-in		Accumulated		comprehensive		Noncontrolling
	Stock		capital		deficit		loss		interests		Total
Balance at December 31, 2018	$	3	$	43,543	$	(28,722)	$	(2,310)	$	(452)	$	12,062
Stock-based compensation, net of tax withholding		—		181		—		—		—		181
Loss on foreign currency translation, net		—		—		—		(160)		—		(160)
Net income (loss)		—		—		854		—		(85)		769
Balance at March 31, 2019	$	3	$	43,724	$	(27,868)	$	(2,470)	$	(537)	$	12,852

Note 1514 – Stock-Based Compensation

Effective June 4, 2019, the Company’s stockholders approved amendments to the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2019 Equity Plan”). Among other things, the amendments increased the number of shares of common stock authorized for issuance under the 2019 Equity Plan by 2,300,000 shares to a new maximum aggregate limit of 7,073,922 shares. As of ~~June 30, 2019,~~March 31, 2020, the Company had ~~2,634,177,~~1,301,357 remaining shares available for issuance under the 2019 Equity ~~Plan.~~Incentive Plan (“2019 Equity Plan”).

Stock-based compensation cost ~~was $0.5 and $0.3 million~~ for the three months ended ~~June 30,~~March 31, 2020 and 2019 was $0.3 million and ~~2018,~~$0.2 million, respectively, and ~~$0.6 and $0.7 million for the six months ended June 30, 2019 and 2018, respectively. Stock-based compensation~~ is included in general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Included in stock-based compensation cost was $0.1 million of unrestricted stock granted to directors for the three months ended March 31, 2020. Such grants were awarded consistent with the Board’s compensation practices.

1615

Table of Contents

Stock Option Activity

Changes in outstanding stock options during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 were as follows:

Weighted

Weighted

average

Intrinsic

average exercise

remaining

value


Shares

price

contractual life

(thousands)
Outstanding at December 31, 2018

2,001,008

$
3.29

Granted

68,000

2.99




Exercised

—

—




Cancelled, expired or forfeited

(126,000)

2.53




Outstanding at June 30, 2019

1,943,008

$
3.33

6.36 years

$
1,268
Exercisable at June 30, 2019

1,256,508

$
4.01

5.41 years

$
477

~~The fair value of options granted in the six months ended June 30, 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:~~


~~Expected life, in years~~	~~8.5 years~~
~~Risk-free interest rate~~	~~2.62~~	%
~~Volatility~~	~~42.0~~	%
~~Dividend yield~~	—	%


				Weighted
		Weighted		average	Intrinsic
		average exercise		remaining	value
	Shares	price		contractual life	(thousands)
Outstanding at December 31, 2019	1,806,508	$	3.37	5.87 years	$	1,428
Exercisable at December 31, 2019	1,270,508	$	3.93	5.10 years	$	666
Exercised	(18,000)		2.13
Cancelled, expired or forfeited	(24,000)		4.85
Outstanding at March 31, 2020	1,764,508	$	3.37	5.57 years	$	—
Exercisable at March 31, 2020	1,291,175	$	3.84	4.91 years	$	—

A summary of the status of the Company’s non-vested stock options as of December 31, ~~2018~~2019 and ~~June 30, 2019~~March 31, 2020 and changes during the ~~six~~three months then ended, is presented below:

Weighted average

Shares

grant date fair value
Non-vested stock options at December 31, 2018

926,500

$
0.91
Granted

68,000

2.99
Vested

(203,000)

1.25
Cancelled, expired or forfeited

(105,000)

0.97
Non-vested stock options at June 30, 2019

686,500

$
0.86


		Weighted average
	Shares	grant date fair value
Non-vested stock options at December 31, 2019	536,000	$	0.87
Vested	(62,667)		0.89
Non-vested stock options at March 31, 2020	473,333	$	0.87

The fair value of options that vested in the three months ended March 31, 2020 were less than $0.1 million. As of ~~June 30, 2019,~~March 31, 2020, there are 579,402 milestone-based options ~~outstanding.~~outstanding, and there is approximately $0.7 million of unrecognized compensation cost related to these milestone-based options. These options vest based on the achievement of Company and individual objectives as set by the Board.

As of ~~June 30, 2019,~~March 31, 2020, there is approximately ~~$0.5~~$0.3 million of total unrecognized compensation cost related to non-vested awards, which will be recognized over a weighted-average period of ~~3.1~~2.5 years.

Restricted Stock Unit Activity

The Company issues restricted stock units (“RSUs”) under the 2019 Equity Plan. The fair value of these RSUs is determined based upon the closing fair market value of the Company’s common stock on the grant date.

A summary of the status of RSUs and changes during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 is presented below:


		Weighted average			Weighted average
	Shares	grant date fair value		Shares	grant date fair value
Non-vested RSUs at December 31, 2018	764,201	$	2.54
Non-vested RSUs at December 31, 2019				955,011	$	2.69
Granted	301,305		3.09	1,240,599		1.19
Vested	(160,044)		2.49	(116,644)		2.97
Cancelled, expired or forfeited	(28,000)		2.83	(4,000)		3.25
Non-vested RSUs at June 30, 2019	877,462	$	2.72
Non-vested RSUs at March 31, 2020				2,074,966	$	1.77

As of ~~June 30, 2019,~~March 31, 2020, 150,000 RSUs subject to performance-based vesting were still ~~outstanding.~~outstanding, and there is approximately $0.4 million of unrecognized compensation cost related to these milestone-based options. As of ~~June 30, 2019,~~March 31, 2020, the Company had approximately ~~$1.8~~$2.9 million of total unrecognized compensation costs related to RSUs, which will be recognized over a weighted average period of ~~3.0~~2.5 years.

1716

Table of Contents

Note 1615 – Segment Reporting

~~The~~In the fourth quarter of 2019, in conjunction with the Kona Grill acquisition, the Company ~~operates in three segments: “Owned restaurants,” “Owned food, beverage~~implemented certain organizational changes, including the reorganization of our internal reporting structure to better facilitate our strategy for growth and ~~other,” and “Managed and licensed operations.” The Owned restaurants segment consists~~operational efficiency. As a result of ~~leased restaurant locations and competes in the full-service dining industry. The Owned food, beverage and other segment consists of hybrid operations, such as where~~these organizational changes, the Company has a leased restaurant location and also has a food and beverage agreement at the same location, typically a hotel, and offsite banquet offerings. The Managed and licensed operations segment includes all operations for which a management, incentive or license fee is received. Management agreements generate management fees on net revenue and incentive fees onidentified its reportable operating ~~profit~~segments as defined in the applicable management agreement. License agreements generate revenue primarily through royalties earned on net revenue at each location. Revenues associated with developmental support for licensed locations are also included within this segment.follows:

STK. The STK segment consists of the results of operations from STK restaurant locations, competing in the full-service dining industry, as well as management, license and incentive fee revenue generated from the STK brand and operations of STK restaurant locations.

Kona Grill. The Kona Grill segment includes the results of operations of Kona Grill restaurant locations.

ONE Hospitality. The ONE Hospitality segment is composed of the management, license and incentive fee revenue and results of operations generated from the Company’s other brands and venue concepts, which include ANGEL, Bagatelle, Heliot, Hideout, Marconi, and Radio. Additionally, this segment includes the results of operations generated from F&B hospitality management agreements with hotels, casinos and other high-end locations.

Corporate. The Corporate segment consists of the following: general and administrative costs, stock-based compensation, depreciation and amortization, acquisition related gains and losses, pre-opening expenses, lease termination expenses, transaction costs, and other income and expenses. This segment also includes the Company’s major off-site events group, which supports all brands and venue concepts, and revenue generated from gift card programs.

The Company’s Chief Executive Officer, ~~(“CEO”),~~ who ~~has been deemed~~is the Company’s Chief Operating Decision Maker, manages the business and allocates resources via a combination of restaurant sales reports and operating segment profit information, ~~(which is~~ defined as revenues less operating ~~expenses)~~expenses, related to the Company’s four operating segments.

Certain financial information relating to the three ~~segments, or sources of revenues, which are presented in their entirety within the consolidated statements of operations~~months ended March 31, 2020 and ~~comprehensive income.~~

~~The Company’s operating results by~~2019 for each segment ~~were as follows~~is provided below (in thousands):. Prior year amounts have been revised to conform to the current year segment presentation.

For the three months ended June 30, 2019

For the three months ended June 30, 2018

Owned food,

Managed and

Owned food,

Managed and

Owned

beverage and

licensed

Owned

beverage and

licensed


restaurants

other

operations

Total

restaurants

other

operations

Total
Revenues:













Owned net revenues

$
18,809

$
2,134

$
—

$
20,943

$
15,520

$
2,083

$
—

$
17,603
Management, license and incentive fee revenue

—

—

2,656

2,656

—

—

2,708

2,708
Total revenues

18,809

2,134

2,656

23,599

15,520

2,083

2,708

20,311
















Cost and expenses:
















Owned operating expenses:
















Cost of sales

5,068

—

—

5,068

4,037

—

—

4,037
Other operating expenses

11,856

—

—

11,856

9,399

—

—

9,399
Owned food, beverage and other expenses

—

2,225

—

2,225

—

2,025

—

2,025
Total owned operating expenses

16,924

2,225

—

19,149

13,436

2,025

—

15,461
Segment income (loss)

$
1,885

$
(91)

$
2,656

$
4,450

$
2,084

$
58

$
2,708

$
4,850
















General and administrative







2,704







2,615
Depreciation and amortization







1,004







901
Interest expense, net of interest income







218







290
Loss on early debt extinguishment

437

—
Equity in income of investee companies







—







(134)
Other







265





695
(Loss) income before provision for income taxes







$
(178)







$
483


	STK		Kona Grill		ONE Hospitality		Corporate		Total
For the three months ended March 31, 2020
Total revenues	$	17,383	$	20,657	$	2,679	$	—	$	40,719
Operating income (loss)		1,543		820		1,820		(8,534)		(4,351)
Capital asset additions	$	335	$	410	$	8	$	38	$	791
As of March 31, 2020
Total assets	$	79,512	$	88,199	$	6,116	$	22,354	$	196,181


	STK		Kona Grill		ONE Hospitality		Corporate		Total
For the three months ended March 31, 2019
Total revenues	$	19,245	$	—	$	3,060	$	471	$	22,776
Operating income (loss)		2,668		—		2,250		(3,784)		1,134
Capital asset additions	$	1,726	$	—	$	36	$	298	$	2,060
As of December 31, 2019
Total assets	$	82,691	$	93,829	$	8,252	$	21,813	$	206,585

~~Table of Contents~~

For the six months ended June 30, 2019

For the six months ended June 30, 2018

Owned food,

Managed and

Owned food,

Managed and

Owned

beverage and

licensed

Owned

beverage and

licensed


restaurants

other

operations

Total

restaurants

other

operations

Total
Revenues:













Owned net revenues

$
36,629

$
4,407

$
—

$
41,036

$
30,596

$
4,088

$
—

$
34,684
Management, license and incentive fee revenue

—

—

5,339

5,339

—

—

5,144

5,144
Total revenues

36,629

4,407

5,339

46,375

30,596

4,088

5,144

39,828
















Cost and expenses:
















Owned operating expenses:
















Cost of sales

9,637

—

—

9,637

8,071

—

—

8,071
Other operating expenses

22,771

—

—

22,771

18,777

—

—

18,777
Owned food, beverage and other expenses

—

4,484

—

4,484

—

3,714

—

3,714
Total owned operating expenses

32,408

4,484

—

36,892

26,848

3,714

—

30,562
Segment income (loss)

$
4,221

$
(77)

$
5,339

$
9,483

$
3,748

$
374

$
5,144

$
9,266
















General and administrative







5,354





5,670
Depreciation and amortization







1,946





1,679
Interest expense, net of interest income







487





608
Loss on early debt extinguishment

437

—
Equity in income of investee companies







—





(111)
Other







572





794
Income before provision for income taxes







$
687







$
626

~~The Company’s total assets by segment for the periods indicated were as follows (in thousands):~~

June 30,

December 31,

2019

2018
Total assets:

Owned restaurants

$
74,424

$
42,971
Owned food, beverage and other operations (1)

15,848

7,274
Managed and licensed operations

5,205

5,734
Total

$
95,477

$
55,979

~~(1)~~

~~Includes corporate assets and unallocated corporate assets~~

The Company’s total assets increased $39.4 million as of June 30, 2019 compared to December 31, 2018 as a result of adopting ASC Topic 842 during the first quarter of 2019. Refer to Note 12 for additional information regarding the adoption of ASC Topic 842.

~~The Company’s capital asset additions by segment for the periods indicated were as follows (in thousands):~~

For the six months ended June 30,


2019

2018
Capital assets additions:




Owned restaurants

$
2,530

$
1,837
Owned food, beverage and other operations (1)

387

89
Managed and licensed operations

—

—
Total

$
2,917

$
1,926

~~(1)~~

~~Includes corporate capital asset additions and unallocated corporate additions~~

~~Table of Contents~~

Note 1716 – Geographic Information

~~The following tables contain certain~~Certain financial information by geographic location ~~for the three and six months ended June 30, 2019 and 2018~~is provided below (in thousands):

~~Revenues~~.

For the three months ended June 30,

For the six months ended June 30,


2019

2018

2019

2018
Domestic:








Owned restaurants

$
18,809

$
15,520

$
36,629

$
30,596
Owned food, beverage and other operations

2,134

2,083

4,407

4,088
Managed and licensed operations

1,595

1,641

3,282

3,328
Total domestic revenues

$
22,538

$
19,244

$
44,318

$
38,012
International:








Owned restaurants

—

—

—

—
Owned food, beverage and other operations

—

—

—

—
Managed and licensed operations

1,061

1,067

2,057

1,816
Total international revenues

$
1,061

$
1,067

$
2,057

$
1,816
Total revenues

$
23,599

$
20,311

$
46,375

$
39,828


	For the three months ended March 31,
	2020		2019
Domestic revenues	$	39,977	$	21,780
International revenues		742		996
Total revenues	$	40,719	$	22,776


	March 31,		December 31,
	2020		2019
Domestic long-lived assets	$	177,684	$	179,143
International long-lived assets		277		301
Total long-lived assets	$	177,961	$	179,444

~~Long-lived assets~~

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June 30,

December 31,

2019

2018
Domestic:




Owned restaurants

$
72,192

$
38,958
Owned food, beverage and other operations

12,684

5,375
Managed and licensed operations

33

67
Total domestic long-lived assets

$
84,909

$
44,400
International:




Owned restaurants

—

—
Owned food, beverage and other operations

—

—
Managed and licensed operations

37

38
Total international long-lived assets

$
37

$
38
Total long-lived assets

$
84,946

$
44,438

Note 1817 – ~~Litigation~~Commitments and Contingencies

The Company is party to claims in lawsuits incidental to its business, including lease disputes and employee-related matters. The Company is confident in its defenses and is vigorously defending these disputes. The Company has not recorded any liabilities for these unfounded claims, and the range of possible losses is zero to $2.2 million. 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.

Note 18 – Subsequent Events

On May 4, 2020, Goldman Sachs Bank USA (“GSB”), as administrative agent, collateral agent and lead arranger under the Credit and Guaranty Agreement dated October 4, 2019 between The ONE Group Hospitality, Inc. (the “Company”) and certain of its subsidiaries, the lenders from time to time party thereto and GSB (the “Credit Agreement”), (1) consented to the CARES Act Loans described below and (2) agreed that the amount of the CARES Act Loans will not be counted toward the permitted amount of Consolidated Total Debt, as defined under the Credit Agreement, to the extent the amounts are retained as cash during the term of the CARES Act Loans in a segregated deposit account or used for purposes that are forgivable under the CARES Act, provided that the proceeds of the CARES Act Loans must be used only for “allowable uses” under the CARES Act (with at least 75% of the utilized proceeds to be used for purposes that result in the CARES Act Loans being eligible for forgiveness) or used for the repayment of the CARES Act Loans.

On May 4, 2020, two subsidiaries of the Company entered into promissory notes (“CARES Act Loans”) with BBVA USA under the Paycheck Protection Program (“PPP”) created by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Repayment of the CARES Act Loans is guaranteed by the U.S. Small Business Administration (“SBA”). The ONE Group, LLC received a loan of $9.8 million related to the operations of STK restaurants, and Kona Grill Acquisition, LLC received a loan of $8.5 million related to the operation of Kona Grill restaurants.

In accordance with the requirements of the CARES Act, the Company will use proceeds from the CARES Act Loans primarily for payroll costs. The CARES Act Loans are scheduled to mature on April 28, 2022 and have a 1.00% interest rate and are subject to the terms and conditions applicable to PPP loans. Among other terms, BBVA may declare a default of the CARES Act Loans if a guarantor disputes the validity of the guaranty of indebtedness, if a material adverse change occurs in our financial condition, or if BBVA believes the prospect of repayment of the CARES Act Loans or performance of obligations under the promissory notes is impaired. On an event of default, BBVA may declare principal and unpaid interest immediately due and payable, and it may charge default interest of 10%.

On May 8, 2020, GSB and the Company and certain of its subsidiaries entered into an amendment to the Credit Agreement that:

Relaxes the fixed charge coverage ratio (decreasing the ratio for remaining measurement dates in 2020 to 1.20 to 1.00 from 1.35 to 1.00) and the leverage ratio (increasing the ratio at June 30, 2020 to 3.00 to 1.00 from 2.50 to 1.00, and the ratio at September 30 and December 31, 2020 to 2.75 to 1.00 from 2.25 to 1.00).

Requires minimum “Consolidated Liquidity” to be $4,000,000 for the balance of 2020 (from $1,500,000).

As of May 10, 2020, the Company has re-opened eleven restaurant dining rooms and plans to open an additional five dining rooms on May 11, 2020. The Company expects to re-open an additional five to ten dining rooms in the next two weeks and anticipates re-opening the remaining restaurants and closed dining rooms as soon as conditions permit.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q and certain information incorporated herein by reference contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Forward-looking statements speak only as of the date thereof and involve risks and uncertainties that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. These risk and uncertainties include the risk factors discussed under Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. Factors that might cause actual events or results to differ materially from those indicated by these forward-looking statements include matters such as the effect and duration of COVID-19 and related stay at home orders and other government actions, the effect of COVID-19 on customer behavior, general economic conditions, consumer preferences and spending, costs, competition, restaurant openings or closings, operating margins, the availability of acceptable real estate locations, the sufficiency of our cash balances and cash generated from operations and financing activities for our future liquidity and capital resource needs, the impact on our business of Federal and State legislation, litigation, the execution of our growth strategy and other matters. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “ongoing,” “could,” “estimates,” “expects,” “intends,” “may,” “appears,” “suggests,” “future,” “likely,” “goal,” “plans,” “potential,” “projects,” “predicts,” “should,” “targets,” “would,” “will” and similar expressions that convey the uncertainty of future events or outcomes. You should not place undue reliance on any forward-looking statement. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required under applicable law.

General

This information should be read in conjunction with the consolidated financial statements and the notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019.

As used in this report, the terms “Company,” “we,” “our,” or “us,” refer to The ONE Group Hospitality, Inc. and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.

~~Overview~~Business Summary

~~The ONE Group Hospitality, Inc.,~~We are a ~~Delaware corporation,~~global hospitality company that develops, owns and operates, manages orand licenses upscale and polished casual, 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 define turn-key~~locations. Turn-key F&B services are food and beverage ~~(“F&B”) services as~~ services that can be scaled, customized and implemented by us at a particular hospitality venue and customized for ~~our clients.~~

the client. We were established with the vision of becoming a global market leader in the hospitality industry by melding high-quality service, ambiance, high-energy and cuisine into one great experience that we refer to as “Vibe ~~Dining.”~~ Dining”. All our restaurants, lounges and F&B services are designed to create a social dining and high-energy entertainment experience within a destination location. We believe that this design and operating philosophy separates us from more traditional restaurant and foodservice competitors.

Our primary restaurant ~~brand is~~brands are STK, a multi-unit steakhouse concept that combines a high-energy, social atmosphere with the quality and service of a traditional upscale ~~steakhouse.~~steakhouse, and Kona Grill, a bar-centric grill concept featuring American favorites, award-winning sushi, and specialty cocktails in a polished casual atmosphere. Our F&B hospitality management services include developing, managing and operating restaurants, bars, rooftop lounges, pools, banqueting and catering facilities, private dining rooms, room service and mini bars tailored to the specific needs of high-end hotels and casinos. Our F&B hospitality clients operate global hospitality brands such as the W Hotel, Hippodrome Casino, and ME Hotels.

We opened our first restaurant in January 2004 in New York, ~~City~~New York, and, as of ~~June 30, 2019,~~March 31, 2020, we owned, operated, managed or licensed 2955 venues including 1920 STKs and 24 Kona Grills in major metropolitan cities in North America, Europe and the Middle ~~East. In addition, we provided food~~East and ~~beverage services~~11 F&B venues in ~~three~~six hotels and ~~one casino. We~~casinos in the United States and Europe. For those restaurants and venues that are managed or licensed, we generate management and incentive fee revenue ~~(profit sharing) from those restaurants~~based on a percentage of the location’s revenues and lounges that we do not own, but instead manage on behalf of our F&B hospitality clients. All our restaurants, lounges and F&B services are designed to create a social dining and high-energy entertainment experience within a destination location. We believe that this design and operating philosophy separates us from more traditional restaurant and foodservice competitors.

net profits.

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The table below reflects our venues by restaurant brand and geographic location as of ~~June 30, 2019:~~March 31, 2020:


	Venues								Venues
	STK(1)	Bagatelle	Radio	Hideout	Marconi	Heliot	F&B Services	Total	STK(1)	Kona Grill	ONE Hospitality(2)	Total
Domestic
Owned	10	—	—	1	—	—	1	12	10	24	2	36
Managed	1	1	—	—	—	—	—	2	1	—	1	2
Licensed	—	—	—	—	—	—	—	—	1	—	—	1
Total domestic	11	1	—	1	—	—	1	14	12	24	3	39
International
Owned	—	—	—	—	—	—	—	—	—	—	—	—
Managed	3	—	2	—	1	1	3	10	3	—	8	11
Licensed	5	—	—	—	—	—	—	5	5	—	—	5
Total international	8	—	2	—	1	1	3	15	8	—	8	16
Total venues	19	1	2	1	1	1	4	29	20	24	11	55

(1)

~~(1)~~ Locations with an STK and STK Rooftop are considered one venue location. This includes the STK Rooftop ~~are considered one venue location. This includes the rooftop~~ in San Diego, CA, which is a licensed location.

(2)

Includes concepts under the Company’s F&B hospitality management agreements and other venue brands such as ANGEL, Bagatelle, Heliot, Hideout, Marconi and Radio.

Uncertainties Related to COVID-19

In response to these conditions, and out of concern for our customers and partners, the Company has temporarily closed several restaurants and the Company has shifted operations at 30 of its restaurants to provide only take-out and delivery service. In addition to the decline in restaurant revenue, the Company has incurred approximately $1.3 million of costs related to COVID-19 in the three months ended March 31, 2020, composed primarily of payments to employees for paid-time off during restaurant closures, inventory waste, and rent and rent related costs for closed and limited-operations restaurants from the day that the dining room closed. The Company has implemented measures to reduce its costs during the COVID-19 pandemic, including significant reductions in employees, deferral of capital projects, and negotiations with suppliers and landlords regarding deferral or abatement of payments which could become significant.

Acquisitions

On October 4, 2019, we acquired substantially all of the assets of Kona Grill Inc. and its affiliates (“Kona Grill”) comprising 24 domestic restaurants. We purchased the assets for a contractual price of $25.0 million plus approximately $1.5 million of consideration paid primarily for the apportionment of rent and utilities. We also assumed approximately $7.7 million in current liabilities. The purchase was financed with proceeds from the credit and guaranty agreement we entered into with Goldman Sachs Bank USA in conjunction with the acquisition (“Goldman Sachs Credit Agreement”). Over the remainder of 2020, we intend to integrate Kona Grill by leveraging our corporate infrastructure, our bar-business knowledge and unique Vibe Dining program, to elevate the brand experience and drive improved performance.

Executive Summary

Total revenue increased ~~$3.3~~$17.9 million, or ~~16.3%~~78.8%, to ~~$23.6~~$40.7 million for the three months ended ~~June 30, 2019~~March 31, 2020 compared to ~~$20.3~~$22.8 million for the three months ended ~~June 30, 2018. Total~~March 31, 2019. Approximately $20.7 million of the increase in total revenue ~~increased $6.6 million, or 16.6%,~~was attributable to ~~$46.4 million for~~ the ~~six months ended June 30, 2019~~addition of the Kona Grill restaurants in the first quarter of 2020 compared to ~~$39.8 million~~the prior year period. The increase in

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total revenue was partially offset by the temporarily closures and limited dining room operations for ~~the six months ended June~~ 30 ~~2018.~~of our remaining open restaurants beginning in March 2020 as a result of COVID-19.

Operating income decreased ~~$0.3~~approximately $5.5 million ~~or 37.5%,~~ to ~~$0.5~~an operating loss of $4.4 million for the three months ended ~~June 30, 2019~~March 31, 2020 from ~~$0.8~~operating income of $1.1 million for the three months ended ~~June 30,~~March 31, 2019. ~~Operating income increased $0.4 million, or 33.3%, to $1.6 million for the six months ended June 30, 2019 from $1.2 million for the six months ended June 30, 2018.~~

~~For the six months ended June 30, 2019 compared to the six months ended June 30, 2018, the increase in operating income~~The decrease was primarily due to overall sales growth and profitability improvements from existing restaurants, newly owned restaurants and managed and licensed locations combined with labor and spending efficiencies. In the first quarter of 2019, we opened an owned STK restaurant in Nashville, Tennessee and a licensed STK restaurant in Doha, Qatar.

~~Our Growth Strategies and Outlook~~

~~Our growth model is~~ primarily driven by fixed costs in comparable restaurants not decreasing at the ~~following:~~same rate as the decrease in comparable sales for the quarter of 14.1%, specifically the decrease of comparable sales of 55.9% in March of 2020. Additionally, in the three months ended March 31, 2020, we incurred $1.3 million in costs directly related to the effects of COVID-19 and $1.1 million in integration expenses as a result of the Kona Grill acquisition. We expect additional costs related to COVID-19 in the second quarter, and do not anticipate any further integration expenses related to the Kona Grill acquisition.

~~Expansion~~Results of ~~STK~~. We expect to continue to expand our operations domestically and internationally through a mix of licensed and managed restaurants using a disciplined and targeted site selection process. We refer to this as our “capital light strategy” because it requires significantly less capital than expansion through owned restaurants. Under our capital light strategy, we expect to open as many as three to five STK restaurants annually primarily through management or licensing agreements, provided that we have sufficient interest from prospective licensees, acceptable locations and quality restaurant managers available to support that pace of growth.Operations

~~We have identified over 75 additional major metropolitan areas across~~The following table sets forth certain statements of operations data for the globe where we could grow our STK brand to approximately 200 restaurants over the foreseeable future. In the first quarter of 2019, we opened an owned STK restaurant in Nashville, Tennessee and a licensed STK restaurant in Doha, Qatar. We expect to continue to grow in 2019 with the planned openings of licensed STK locations in Puerto Rico, Mexico and a managed STK location in Scottsdale, Arizona.periods indicated (in thousands):

~~Expansion through New F&B Hospitality Projects~~. We believe that we are well positioned to leverage the strength of our brands and the relationships we have developed with global hospitality providers to drive the continued growth of our food and beverage hospitality projects, which traditionally have provided us with revenue through management and incentive revenue while requiring minimal capital expenditures from us. We continue to receive inquiries regarding new services at new hospitality venues globally and continue to work with existing hospitality clients to identify and develop additional opportunities at their venues. In 2019, we plan to add one managed F&B location in Florence, Italy. Going forward, we expect to enter into one to two new F&B hospitality agreements annually.


	For the Three Months Ended March 31,
	2020		2019
Revenues:
Owned restaurant net revenue	$	38,557	$	20,093
Management, license and incentive fee revenue		2,162		2,683
Total revenues		40,719		22,776
Cost and expenses:
Owned operating expenses:
Owned restaurant cost of sales		10,113		5,026
Owned restaurant operating expenses		26,499		12,717
Total owned operating expenses		36,612		17,743
General and administrative (including stock-based compensation of $338 and $181 for the three months ended March 31, 2020 and 2019 respectively)		3,397		2,650
Depreciation and amortization		2,440		942
Transaction and integration costs		1,095		—
COVID-19 related expenses		1,348		—
Lease termination expenses		179		—
Pre-opening expenses		—		482
Other income, net		(1)		(175)
Total costs and expenses		45,070		21,642
Operating (loss) income		(4,351)		1,134
Other expenses, net:
Interest expense, net of interest income		1,175		269
Total other expenses, net		1,175		269
(Loss) income before (benefit) provision for income taxes		(5,526)		865
(Benefit) provision for income taxes		(653)		96
Net (loss) income		(4,873)		769
Less: net loss attributable to noncontrolling interest		(274)		(85)
Net (loss) income attributable to The ONE Group Hospitality, Inc.	$	(4,599)	$	854

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~~Increase Our Operating Efficiency and Increase Same Store Sales~~. ~~In addition to expanding into new cities and hospitality venues, we intend to increase revenue and profits in our existing~~The following table sets forth certain statements of operations ~~through continued focus on high-quality, high-margin food and beverage menu items.~~

We expect domestic STK same store sales (“SSS”) to grow between 4% and 6% in 2019. For the three months ended June 30, 2019, our domestic SSS increased 6.4% compared to the same prior year period. For the six months ended June 30, 2019, our domestic SSS increased 7.5% compared to the same prior year period. We consider a domestic owned or managed restaurant to be comparable in the first full quarter following its 18th month of operation to remove the impact of new restaurant openings in comparing the operations of existing restaurants. Our comparable restaurant base for SSS consisted of nine domestic restaurants for the three and six months ended June 30, 2019.

We believe that our operating margins will improve through growth in SSS and a reduction of store-level operating expenses. Our store-level margins for owned STK locations decreased 340 and 70 basis points for the three and six months ended June 30, 2019. As of June 30, 2019, approximately 20% of our owned STK locations were in the first 18 months of operations. New restaurants generally have low store-level margins within the first 18 months of operations. As our footprint increases, we expect to benefit by leveraging system-wide operating efficiencies and best practices through the management of our general and administrative expensesdata as a percentage of ~~overall revenue. We continue~~total revenues for the periods indicated. Certain percentage amounts may not sum to ~~look at opportunities~~total due to ~~decrease~~rounding.


	For the Three Months Ended March 31,
	2020	2019
Revenues:
Owned restaurant net revenue	94.7 %	88.2 %
Management, license and incentive fee revenue	5.3 %	11.8 %
Total revenues	100.0 %	100.0 %
Cost and expenses:
Owned operating expenses:
Owned restaurant cost of sales (1)	26.2 %	25.0 %
Owned restaurant operating expenses (1)	68.7 %	63.3 %
Total owned operating expenses (1)	94.9 %	88.3 %
General and administrative (including stock-based compensation of 0.8% and 0.8% for the three months ended March 31, 2020 and 2019 respectively)	8.3 %	11.6 %
Depreciation and amortization	6.0 %	4.1 %
Transaction and integration costs	2.7 %	—%
COVID-19 related expenses	3.3 %	—%
Lease termination expenses	0.4 %	—%
Pre-opening expenses	—%	2.1 %
Other income, net	—%	(0.8)%
Total costs and expenses	110.7 %	95.0 %
Operating (loss) income	(10.7)%	5.0 %
Other expenses, net:
Interest expense, net of interest income	2.9 %	1.2 %
Total other expenses, net	2.9 %	1.2 %
(Loss) income before (benefit) provision for income taxes	(13.6)%	3.8 %
(Benefit) provision for income taxes	(1.6)%	0.4 %
Net (loss) income	(12.0)%	3.4 %
Less: net loss attributable to noncontrolling interest	(0.7)%	(0.4)%
Net (loss) income attributable to The ONE Group Hospitality, Inc.	(11.3)%	3.7 %

(1)

These expenses are being shown as a percentage of owned restaurant net revenue.

The following tables show our ~~general and administrative expenses~~operating results by ~~outsourcing non-core activities and through increases in staff productivity.~~segment for the periods indicated (in thousands). Prior year amounts have been revised to conform to the current year segment presentation.


	STK		Kona Grill		ONE Hospitality		Corporate		Total
For the three months ended March 31, 2020
Total revenues	$	17,383	$	20,657	$	2,679	$	—	$	40,719
Operating income (loss)		1,543		820		1,820		(8,534)		(4,351)
Capital asset additions	$	335	$	410	$	8	$	38	$	791
As of March 31, 2020
Total assets	$	79,512	$	88,199	$	6,116	$	22,354	$	196,181


	STK		Kona Grill		ONE Hospitality		Corporate		Total
For the three months ended March 31, 2019
Total revenues	$	19,245	$	—	$	3,060	$	471	$	22,776
Operating income (loss)		2,668		—		2,250		(3,784)		1,134
Capital asset additions	$	1,726	$	—	$	36	$	298	$	2,060
As of December 31, 2019
Total assets	$	82,691	$	93,829	$	8,252	$	21,813	$	206,585

~~Key Performance Indicators~~

~~We use the following key performance indicators in evaluating our restaurants and assessing our business:~~

~~Number of Restaurant Openings~~. Number of restaurant openings reflects the number of restaurants opened during a particular fiscal period. For each restaurant opening, we incur pre-opening costs, which are defined below. Typically, new restaurants open with an initial start-up period of higher than normalized sales volumes (also referred to in the restaurant industry as the “honeymoon” period), which decrease to a steady level approximately 18 to 24 months after opening. However, operating costs during this initial period are also higher than normal, resulting in restaurant operating margins that are generally lower during the start-up period of operation and increase to a steady level approximately 18 to 24 months after opening. Some new restaurants may experience a “honeymoon” period that is either shorter or longer than this time frame. We opened two restaurants in 2019: an owned STK restaurant in Nashville, Tennessee and a licensed STK restaurant in Doha, Qatar.

~~Average Check~~. Average check is calculated by dividing total restaurant sales by total entrees sold for a specified period. Our management team uses this indicator to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases. For comparable restaurants, our average check for the three months ended June 30, 2019 was $106.24 compared to $104.66 for the three months ended June 30, 2018. ~~Our average check for SSS restaurants was $108.52 for the six months ended June 30, 2019 compared to $106.50 for the six months ended June 30, 2018.~~

~~Average Comparable Restaurant Volume~~. Average comparable restaurant volume consists of the average sales of our comparable restaurants over a certain period of time. This measure is calculated by dividing total comparable restaurant sales in a given period by the total number of comparable restaurants in that period. This indicator assists management in measuring changes in customer traffic, pricing and development of our brand. Our average comparable restaurant volume for the three months ended June 30, 2019 and June 30, 2018 was $2.7 million and $2.5 million, respectively. ~~Our average comparable unit volume for the six months ended June 30, 2019 was $5.4 million compared to $5.0 million for the six months ended June 30, 2018.~~

~~Same Store Sales~~. SSS represents total food and beverage sales at domestic owned and managed restaurants opened for at least a full 18-month period. This measure includes total revenue from our owned and managed STK locations, and it excludes revenues from our owned F&B services locations. Revenues from locations where we do not directly control the event sales force are excluded from this measure. Domestic SSS increased 6.4% for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Domestic SSS increased 7.5% for the six months ended June 30, 2019 compared to the six months ended June 30, 2018.

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~~Key Financial Terms and Metrics~~

~~We evaluate our business using a variety of key financial measures:~~

~~Segment reporting~~

We operate in three segments: “Owned restaurants,” “Owned food, beverage and other,” and “Managed and Licensed operations.” Our Owned restaurants segment consists of leased restaurant locations and competes in the full-service dining industry. Our Owned food, beverage and other segment consists of hybrid operations, such as where we have a leased restaurant location and also have a food and beverage agreement at the same location, typically a hotel, and our offsite banquet offerings. The primary component of this segment is our operations at the W Hotel in Beverly Hills, California and activities for our major off-site events group. Our Managed and Licensed operations segment includes all operations for which a management, incentive or license fee is received. Management agreements generate management fees on net revenue and incentive fees on operating profit as defined in the applicable management agreement. License agreements generate revenue primarily through royalties earned on net revenue at each location. Revenues associated with developmental support for licensed locations are also included within this segment.

~~See Note 16 to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information on our segment reporting.~~

~~Revenues~~

~~Owned restaurant net revenues~~. Owned restaurant net revenues consist of food and beverage sales by owned restaurants net of any discounts associated with each sale. For the trailing twelve months ended June 30, 2019, beverage sales comprised 35% of food and beverage sales, before giving effect to any discounts, and food sales comprised the remaining 65%. This indicator assists management in understanding the trends in gross margins of the restaurants because food costs as a percentage of food revenues are typically higher than beverage costs as a percentage of beverage revenues.

~~Owned food, beverage and other net revenue~~. Owned food, beverage and other net revenues include the sales generated by the STK restaurant at the W Hotel in Los Angeles, California and any ancillary food and beverage hospitality services at the same location. Revenues from our major off-site events group also are reflected in this segment.

~~Management, license and incentive revenue.~~ Management, license and incentive fee revenues include: (1) management fees received pursuant to management and license agreements that are calculated based on a fixed percentage of revenues at the managed or licensed location; (2) incentive fees based on the operating profitability of a particular venue, as defined in each agreement; and (3) recognition of license fee related revenues, which are recognized over the term of the license.

We evaluate the performance of our managed and licensed properties based on sales growth, a key driver for management and license fees, and on improvements in operating profitability margins, which, combined with sales, drives incentive fee growth.

Our primary restaurant brand is STK and we specifically look at comparable sales from both owned and managed STKs to understand customer count trends and changes in average check as it relates to our primary restaurant brand.

~~Cost and expenses~~

~~Owned restaurant cost of sales.~~ Owned restaurant cost of sales includes all owned restaurant food and beverage expenditures. We measure cost of goods as a percentage of owned restaurant net revenues. Owned restaurant cost of sales are generally influenced by the cost of food and beverage items, menu mix, discounting activity and restaurant level controls. Purchases of beef represented approximately 36% and 37% of our food and beverage costs for the six months ended June 30, 2019 and 2018, respectively.

~~Owned restaurant operating expenses.~~ ~~We measure owned restaurant operating expenses as a percentage of owned restaurant net revenues. Owned restaurant operating expenses include the following:~~

~~Payroll and related expenses~~. Payroll and related expenses consist of manager salaries, hourly staff payroll and other payroll-related items, including taxes and fringe benefits. We measure our labor cost efficiency by tracking total labor costs as a percentage of owned restaurant net revenues.

~~Occupancy~~. Occupancy comprises all occupancy costs, consisting of both fixed and variable portions of rent, non-cash rent expense, which is a non-cash adjustment included in our Adjusted EBITDA calculation as defined below, common area

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~~maintenance charges, real estate property taxes, utilities and other related occupancy costs and is measured by considering both the fixed and variable components of certain occupancy expenses.~~

~~Direct operating expenses~~. Direct operating expenses consist of supplies, such as paper, smallwares, china, silverware and glassware, cleaning supplies and laundry, credit card fees and linen costs. Direct operating expenses are typically measured as a variable expense based on owned restaurant net revenues.

~~Outside services~~. Outside services include music and entertainment costs, such as the use of live DJ’s, promoter costs, security services, outside cleaning services and commissions paid to event staff for banquet sales.

~~Repairs and maintenance. Repairs and maintenance consist of general repair work to maintain our facilities, and computer maintenance contracts. We expect these costs to increase at each facility as they get older.~~

~~Marketing.~~ Marketing includes the cost of promoting our brands and, at times, can include the cost of goods used specifically for complementary purposes. Marketing costs will typically be higher during the first 18 months of a restaurant’s operations.

~~General and administrative.~~ General and administrative expenses are comprised of all corporate overhead expenses, including payroll and related benefits, professional fees, such as legal and accounting fees, insurance and travel expenses. Certain centrally managed general and administrative expenses are allocated specifically to restaurant locations and are reflected in owned restaurant operating expenses and include shared services such as reservations, events and marketing. We expect general and administrative expenses to be leveraged as we grow, become more efficient, and continue to focus on best practices and cost savings measures.

~~Depreciation and amortization.~~ Depreciation and amortization consist principally of charges related to the depreciation of fixed assets including leasehold improvements, equipment and furniture and fixtures. Because we intend to support our growth initiatives with an increasing number of managed and licensed restaurant openings, depreciation and amortization is not expected to increase significantly in the near future.

~~Pre-opening expenses.~~ Pre-opening expenses consist of costs incurred prior to opening an owned or managed STK restaurant at either a leased or F&B location. Pre-opening expenses are composed principally of manager salaries and relocation costs, employee payroll, training costs for new employees and lease costs incurred prior to opening. We expect these costs to decrease as we focus our growth towards our capital light model. Pre-opening expenses have varied from location to location depending on a number of factors, including the proximity of our existing restaurants; the amount of rent expensed during the construction and in-restaurant training periods; the size and physical layout of each location; the number of management and hourly employees required to operate each restaurant; the relative difficulty of the restaurant staffing process; the cost of travel and lodging for different metropolitan areas; the timing of the restaurant opening; and the extent of unexpected delays, if any, in obtaining necessary licenses and permits to open the restaurant.

~~Equity in income of subsidiaries.~~ Equity in income of subsidiaries represents the income that we record under the cost or equity method of accounting for entities that are not consolidated. Included in this amount is our approximate 51% ownership of the Bagatelle New York restaurant, consisting of a 5.23% direct ownership interest by us and a 45.9% ownership interest through Bagatelle Investors and Bagatelle NY. As of June 30, 2019, we recorded our interests in Bagatelle Investors and Bagatelle NY as cost method investments. Prior to June 30, 2019, we had accounted for the investments in these entities under the equity method of accounting. ~~Refer to Note 8 of our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information on our nonconsolidated investments.~~

~~Other Items~~

~~EBITDA and Adjusted EBITDA.~~EBITDA and Adjusted EBITDA are presented in this Quarterly Report on Form 10-Q and are supplemental measures of financial performance that are not required by, or presented in accordance with, ~~GAAP.~~accounting principles generally accepted in the United States of America (“GAAP”). We define EBITDA as net income before interest expense, provision for income taxes and depreciation and

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amortization. We define Adjusted EBITDA as net income before interest expense, provision for income taxes, depreciation and amortization, non-cash impairment loss, non-cash rent expense, pre-opening expenses, lease termination expenses, stock-based compensation and non-recurring gains and ~~losses, stock-based compensation and results from discontinued operations.~~losses. Not all of the aforementioned items defining Adjusted EBITDA occur in each reporting period but have been included in our definitions of these terms based on our historical ~~activity.~~activity

We believe that EBITDA and Adjusted EBITDA are appropriate measures of our operating performance, because they eliminate non-cash or non-recurring expenses that do not reflect our underlying business performance. We use these metrics to facilitate a comparison of our operating performance on a consistent basis from period to period, to analyze the factors and trends affecting our business and to

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evaluate the performance of our restaurants. Adjusted EBITDA has limitations as an analytical tool and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies; accordingly, you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA ~~is included in this Quarterly Report on Form 10-Q because it~~ is a key measure used by management. Additionally, Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA, alongside other GAAP measures such as net income, to measure profitability, as a key profitability target in our budgets, and to compare our performance against that of peer companies despite possible differences in calculation.

~~Please refer to table on page 28 for our reconciliation of net income to EBITDA and Adjusted EBITDA.~~

~~Results of Operations~~

~~The following table sets forth certain statements of operations data for the periods indicated (in thousands):~~

For the three months ended June 30,

For the six months ended June 30,


2019

2018

2019

2018
Revenues:








Owned restaurant net revenues

$
18,809

$
15,520

$
36,629

$
30,596
Owned food, beverage and other net revenues

2,134

2,083

4,407

4,088
Total owned revenue

20,943

17,603

41,036

34,684
Management, license and incentive fee revenue

2,656

2,708

5,339

5,144
Total revenues

23,599

20,311

46,375

39,828
Cost and expenses:








Owned operating expenses:








Owned restaurants:








Owned restaurant cost of sales

5,068

4,037

9,637

8,071
Owned restaurant operating expenses

11,856

9,399

22,771

18,777
Total owned restaurant expenses

16,924

13,436

32,408

26,848
Owned food, beverage and other expenses

2,225

2,025

4,484

3,714
Total owned operating expenses

19,149

15,461

36,892

30,562
General and administrative (including stock-based compensation of $456, $344, $637 and $668 for the three and six months ended June 30, 2019 and 2018 respectively)

2,704

2,615

5,354

5,670
Depreciation and amortization

1,004

901

1,946

1,679
Lease termination expense and asset write-offs

141

90

141

90
Pre-opening expenses

63

671

545

881
Transaction costs

152

—

152

—
Equity in income of investee companies

—

(134)

—

(111)
Other income, net

(91)

(66)

(266)

(177)
Total costs and expenses

23,122

19,538

44,764

38,594
Operating income

477

773

1,611

1,234
Other expenses, net:








Interest expense, net of interest income

218

290

487

608
Loss on early debt extinguishment

437

—

437

—
Total other expenses, net

655

290

924

608
(Loss) income before provision for income taxes

(178)

483

687

626
(Benefit) provision for income taxes

(15)

169

81

194
Net (loss) income

(163)

314

606

432
Less: net income attributable to noncontrolling interest

159

133

74

20
Net (loss) income attributable to The ONE Group Hospitality, Inc.

$
(322)

$
181

$
532

$
412

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~~The following table sets forth certain statements of operations data as a percentage of total revenues for the periods indicated:~~

For the three months ended June 30,

For the six months ended June 30,


2019

2018

2019

2018
Revenues:





Owned restaurant net revenues

79.7 %

76.4 %

79.0 %

76.8 %
Owned food, beverage and other net revenues

9.0 %

10.3 %

9.5 %

10.3 %
Total owned revenue

88.7 %

86.7 %

88.5 %

87.1 %
Management, license and incentive fee revenue

11.3 %

13.3 %

11.5 %

12.9 %
Total revenues

100.0 %

100.0 %

100.0 %

100.0 %
Cost and expenses:

Owned operating expenses:

Owned restaurants:

Owned restaurant cost of sales (1)

26.9 %

26.0 %

26.3 %

26.4 %
Owned restaurant operating expenses (1)

63.0 %

60.6 %

62.2 %

61.4 %
Total owned restaurant expenses (1)

90.0 %

86.6 %

88.5 %

87.8 %
Owned food, beverage and other expenses (2)

104.3 %

97.2 %

101.7 %

90.9 %
Total owned operating expenses (3)

91.4 %

87.8 %

89.9 %

88.1 %
General and administrative (including stock-based compensation of 1.9%, 1.7%, 1.4% and 1.7% for the three and six months ended June 30, 2019 and 2018 respectively)

11.5 %

12.9 %

11.5 %

14.2 %
Depreciation and amortization

4.3 %

4.4 %

4.2 %

4.2 %
Lease termination expense and asset write-offs

0.6 %

0.4 %

0.3 %

0.2 %
Pre-opening expenses

0.3 %

3.3 %

1.2 %

2.2 %
Transaction costs

0.6 %

—%

0.3 %

—%
Equity in income of investee companies

—%

(0.7)%

—%

(0.3)%
Other income, net

(0.4)%

(0.3)%

(0.6)%

(0.4)%
Total costs and expenses

98.0 %

96.2 %

96.5 %

96.9 %
Operating income

2.0 %

3.8 %

3.5 %

3.1 %
Other expenses, net:

Interest expense, net of interest income

0.9 %

1.4 %

1.1 %

1.5 %
Loss on early debt extinguishment

1.9 %

—%

0.9 %

—%
Total other expenses, net

2.8 %

1.4 %

2.0 %

1.5 %
(Loss) income before provision for income taxes

(0.8)%

2.4 %

1.5 %

1.6 %
(Benefit) provision for income taxes

(0.1)%

0.8 %

0.2 %

0.5 %
Net (loss) income

(0.7)%

1.5 %

1.3 %

1.1 %
Less: net income attributable to noncontrolling interest

0.7 %

0.7 %

0.2 %

0.1 %
Net (loss) income attributable to The ONE Group Hospitality, Inc.

(1.4)%

0.9 %

1.1 %

1.0 %

~~(1)~~

~~These expenses are being shown as a percentage of owned restaurant net revenues.~~

~~(2)~~

~~These expenses are being shown as a percentage of owned food, beverage and other net revenues.~~

~~(3)~~

~~These expenses are being shown as a percentage of total owned revenue.~~

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~~The following tables show our operating results by segment for the periods indicated (in thousands):~~

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The following table presents a reconciliation of net (loss) income to EBITDA and Adjusted EBITDA for the periods indicated (in thousands):


	For the three months ended June 30,				For the six months ended June 30,				For the three months ended March 31,
	2019		2018		2019		2018		2020		2019
Net (loss) income attributable to The ONE Group Hospitality, Inc.	$	(322)	$	181	$	532	$	412	$	(4,599)	$	854
Net income attributable to noncontrolling interest		159		133		74		20
Net loss attributable to noncontrolling interest										(274)		(85)
Net (loss) income		(163)		314		606		432		(4,873)		769
Interest expense, net of interest income		218		290		487		608		1,175		269
(Benefit) provision for income taxes		(15)		169		81		194		(653)		96
Depreciation and amortization		1,004		901		1,946		1,679		2,440		942
EBITDA		1,044		1,674		3,120		2,913		(1,911)		2,076
Non-cash rent expense (1)		(2)		(69)		(91)		(89)
COVID-19 related expenses										1,348		—
Transaction and integration costs (1)										1,095		—
Stock-based compensation										338		181
Lease termination expense (2)										179		—
Non-cash rent expense (3)										136		(87)
Pre-opening expenses		63		671		545		881		—		482
Lease termination expense (2)		141		90		141		90
Loss on debt extinguishment		437		—		437		—
Transaction costs (3)		152		—		152		—
Stock-based compensation		456		344		637		668
Adjusted EBITDA		2,291		2,710		4,941		4,463		1,185		2,652
Adjusted EBITDA attributable to noncontrolling interest		205		206		169		164		(391)		(36)
Adjusted EBITDA attributable to The ONE Group Hospitality, Inc.	$	2,086	$	2,504	$	4,772	$	4,299	$	1,576	$	2,688

~~(1) Non-cash rent expense is included in owned restaurant operating expenses and general and administrative expense on the statement of operations and comprehensive income.~~

~~(2) Lease termination expense are costs associated with closed, abandoned and disputed locations or leases.~~

~~(3) Transaction costs relate to internal costs associated with~~ ~~capital raising activities, most recently the Credit Agreement, and to costs associated with the preparation of the form S-8.~~

(1)

Primarily transaction and integration costs incurred with the Kona Grill acquisition and subsequent integration activities and internal costs associated with capital raising activities, most recently the Goldman Sachs Credit Agreement.

(2)

Lease termination expense are costs associated with closed, abandoned and disputed locations or leases.

(3)

Non-cash rent expense is included in owned restaurant operating expenses and general and administrative expense on the consolidated statements of operations and comprehensive (loss) income.

Results of Operations for the Three Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and June 30, 2018~~

Revenues

Owned restaurant net ~~revenues.~~revenue.Owned restaurant net ~~revenues~~revenue increased ~~$3.3~~$18.5 million ~~or 21.3%,~~ to ~~$18.8~~$38.6 million for the three months ended ~~June 30, 2019~~March 31, 2020 from ~~$15.5~~$20.1 million for the three months ended ~~June 30, 2018. This~~March 31, 2019. Approximately $20.7 million of the increase in owned restaurant revenue was ~~primarily due~~attributable to ~~increased sales at our existing, owned locations~~the addition of the Kona Grill restaurants in the first quarter of 2020 compared to the prior year period. The increase in total revenue was partially offset by the temporarily closures and ~~the opening~~limited operations of our restaurants ~~in San Diego, California in July 2018 and Nashville, Tennessee~~beginning in March ~~2019. SSS increased 7.8% with an average check increase~~2020 as a result of ~~1.5% for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Our Denver location, which opened in January 2017, was considered a comparable location for SSS~~COVID-19. Comparable restaurant sales decreased 14.1% in the three months ended June 30, 2019. To drive revenue, among several strategies, we have emphasized happy-hour and pre-dinner time frames. We have also emphasized group dining and increased efforts in digital marketing.

~~Owned food, beverage and other revenues. Owned food, beverage and other revenues in each~~first quarter of ~~the three months ended June 30, 2019 and 2018 was approximately $2.1 million.~~2020.

Management and license fee ~~revenue.~~revenue. Management and license fee revenues ~~in each of~~decreased $0.5 million, or 19.4%, to $2.2 million for the three months ended ~~June 30, 2019 and 2018 was~~March 31, 2020 from $2.7 ~~million.~~million for the three months ended March 31, 2019. Management and license fee ~~revenues increased related to new STK licensed locations that opened in the second half~~revenue decreased primarily as a result of 2018 or in 2019, including in Mexico City, Mexico, Dubai, United Arab Emirates, and Doha, Qatar. This increase was offset by primarily by the loss of management fee revenue from the One 29 Park, LLC management agreement, which terminated on September 30, 2018, as well as negative currency effects of a weaker British Pound and Euro related tolower sales within our international managed ~~and license~~ locations in the United Kingdom and ~~Italy.~~Italy related to temporary closures due to COVID-19 prevention measures.

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Cost and Expenses

Owned restaurant cost of ~~sales.~~sales. Food and beverage costs for owned restaurants increased approximately ~~$1.1~~$5.1 million ~~or 27.5%,~~ to ~~$5.1~~$10.1 million for the three months ended ~~June 30, 2019~~March 31, 2020 from ~~$4.0~~$5.0 million for the three months ended ~~June 30, 2018. This~~March 31, 2019. Approximately $5.6 million of the increase in owned restaurant cost of sales was ~~primarily due~~attributable to ~~increased~~the addition of the Kona Grill restaurants in the first quarter of 2020 compared to the prior year period. The increase in owned restaurant cost of sales ~~at our existing, owned locations~~was partially offset by the temporary closures and ~~the opening~~limited operations of our restaurants ~~in San Diego, California in July 2018 and Nashville, Tennessee~~beginning in March 2019. As a percentage of owned restaurant net revenues, cost of sales increased from 26.0% for the three months ended June 30, 2018 to 26.9% for the three months ended June 30, 2019 primarily due to cost increases in

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~~large, premium shrimp and an increased sales mix of food to beverage sales. Food revenues~~2020 as a ~~percentage~~result of total food and beverage revenues were approximately 66% and 63% for the three months ended June 30, 2019 and 2018, respectively. Food costs as a percentage of food revenues are typically higher than beverage costs as a percentage of beverage revenues. COVID-19.

Owned restaurant operating ~~expenses.~~expenses. Owned restaurant operating expenses increased ~~$2.5~~$13.8 million ~~or 26.6%,~~ to ~~$11.9~~$26.5 million for the three months ended ~~June 30, 2019~~March 31, 2020 from ~~$9.4~~$12.7 million for the three months ended ~~June 30, 2018. As a percentage~~March 31, 2019. Approximately $14.2 million of ~~owned restaurant net revenues,~~the increase in owned restaurant operating expenses ~~increased 240 basis points~~was attributable to ~~63.0% for~~ the ~~three months ended June 30, 2019 from 60.6% for the three months ended June 30, 2018 primarily as a result~~addition of the ~~openings of two owned STK~~Kona Grill restaurants in ~~San Diego, California in July 2018 and Nashville, Tennessee~~the first quarter of 2020 compared to the prior year period. The Company began reducing operating costs in March ~~2019.~~due to the impact of COVID-19.

~~Owned food, beverage~~General and ~~other expenses~~administrative. ~~Owned food, beverage~~ General and ~~other expenses~~administrative costs increased ~~$0.2~~approximately $0.7 million, or ~~10.0%~~28.2%, to ~~$2.2~~$3.4 million for the three months ended ~~June 30, 2019~~March 31, 2020 from ~~$2.0~~$2.7 million for the three months ended ~~June 30, 2018 due to increased marketing activities from our major off-site events group.~~

~~General and administrative.~~ ~~General and administrative costs were approximately $2.6 million for each of the three months ended June 30, 2019 and 2018. Improvements in~~March 31, 2019. However, general and administrative costs related to headcount reductions in the three months ended June 30, 2019 compared to the three months ended June 30, 2018 were offset by increased stock-based compensation expense due to timing of equity issuances. General and administrative costs as a percentage of total revenues decreased ~~from 12.9%~~to 8.3% for the three months ended ~~June 30, 2018 to 11.5%~~March 31, 2020 from 11.6% for the three months ended ~~June 30,~~March 31, 2019. We have implemented measures to reduce our costs while our operations are affected by COVID-19, including significant reductions in employees, deferral of capital projects, and reduction of third-party professional services.

Depreciation and ~~amortization.~~amortization. Depreciation and amortization expense increased approximately ~~$0.1~~$1.5 million ~~or 11.1%,~~ to ~~$1.0~~$2.4 million for the three months ended ~~June 30, 2019~~March 31, 2020 from $0.9 million for the three months ended ~~June 30, 2018. The increase was primarily~~March 31, 2019 due to the addition of the Kona Grill restaurants in the first quarter of 2020 compared to the prior year period.

Transaction and integration costs. In the three months ended March 31, 2020, we incurred transaction and integration costs of approximately $1.1 million related to the ~~opening~~Kona Grill acquisition, which closed on October 4, 2019. Over the remainder of 2020, we intend to integrate Kona Grill by leveraging our ~~restaurant in San Diego, California in July 2018~~corporate infrastructure, our bar-business knowledge and ~~our restaurant in Nashville, Tennessee in March 2019.~~unique Vibe Dining program, to elevate the brand experience and drive improved performance.

COVID-19 related expenses. In the three months ended March 31, 2020, we incurred approximately $1.3 million of direct costs related to COVID-19, composed primarily of payments to employees for paid-time off during restaurant closures, inventory waste and rent and rent related costs for closed and limited-operations restaurants from the day that the dining room closed.

Lease termination ~~expense and asset write-offs.~~ expenses~~Lease termination expense and asset write-offs for each of~~. In the three months ~~ending June 30, 2019 and 2018 were $0.1~~ended March 31, 2020, lease termination expense was approximately $0.2 million. ~~These~~Lease termination expenses are costs ~~are~~ associated with closed, abandoned and disputed locations or ~~leases.~~disputed leases.

Pre-opening ~~expenses.~~expenses. Pre-opening expenses for the three months ended ~~June 30,~~March 31, 2019 were ~~$0.1~~$0.5 million ~~compared to pre-opening expenses of $0.7 million for the three months ended June 30, 2018. In 2018, preopening expenses were primarily~~ related to the development of our restaurant in San Diego, California, which opened in July 2018. In 2019, our preopening expenses related to the opening related expenses of our STK restaurant in Nashville, Tennessee, which opened in March 2019.

��

~~Transaction costs.~~ ~~In the three months ended June 30, 2019, we incurred t~~ransaction costs of approximately $0.2 million primarily related to internal costs associated with entering into the Credit Agreement with Bank of America, N.A. on May 15, 2019 as well as preparation costs for our Form S-8 related to shareholder approved changes to the employee equity compensation plan. Refer to Note 6 ~~to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q~~ ~~for details related to the Credit Agreement.~~

~~Equity in income of investee companies.~~ Equity in income of investee companies was approximately $0.1 million for the three months ended June 30, 2018. We did not recognize any equity in income of investee companies for the three months ended June 30, 2019. Refer to Note 8 of our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information on our n~~onconsolidated investments.~~

~~Interest expense, net of interest income.~~ ~~Interest expense, net of interest income was approximately $0.2 million and~~ ~~$0.3 million for~~ ~~the three months ending June 30, 2019 and 2018, respectively.~~

~~Loss on early debt extinguishment.~~On May 15, 2019, in conjunction with entering into a Credit Agreement with Bank of America, N.A., we prepaid the outstanding debt balances to early extinguish the $2.6 million of outstanding term loans with BankUnited, the $5.3 million of outstanding promissory notes with Anson Investments Master Fund LP, and the $1.0 million outstanding promissory note with 2235570 Ontario Limited. We recognized a $0.4 million loss on debt extinguishment primarily caused by the recognition of the unamortized discounts related to warrants issued with the promissory notes and the recognition of unamortized debt issuance costs related to the debt extinguished.

~~Provision for income taxes.~~ The provision for income taxes for the three months ended June 30, 2019 was a tax benefit of $15.0 thousand compared to tax expense of $169.0 thousand for the three months ended June 30, 2018. Our annual effective tax rate was 10.0% and 35.0% for the three months ended June 30, 2019 and 2018, respectively. Our projected annual effective tax rate differs from the statutory U.S. tax rate of 21% primarily due to the following: (i) availability of U.S. net operating loss carryforwards,

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resulting in no federal income taxes; (ii) a full valuation allowance on the U.S. deferred tax assets, net; (iii) taxes owed in foreign jurisdictions such as the United Kingdom, Canada and Italy; and, (iv) taxes owed in state and local jurisdictions such as New York, New York City, Colorado and Tennessee.

~~Net income attributable to noncontrolling interest. Net income attributable to noncontrolling interest was approximately $0.2 million $0.1 million for the three months ended June 30, 2019 and 2018, respectively.~~

~~Results of Operations for the Six Months Ended June 30, 2019 and June 30, 2018~~

~~Revenues~~

~~Owned restaurant net revenues.~~ Owned restaurant net revenues increased $6.0 million, or 19.6%, to $36.6 million for the six months ended June 30, 2019 from $30.6 million for the six months ended June 30, 2018. This increase was primarily due to increased sales at our existing, owned locations and the opening of our restaurants in San Diego, California in July 2018 and Nashville, Tennessee in March 2019. SSS increased 9.1% with an average check increase of 1.9% for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Our Denver location, which opened in January 2017, was considered a comparable location for SSS in the six months ended June 30, 2019. To drive revenue, among several strategies, we have emphasized happy-hour and pre-dinner time frames. We have also emphasized group dining and increased efforts in digital marketing.

~~Owned food, beverage and other revenues~~. Owned food, beverage and other revenues increased $0.3 million, or 7.3%, to $4.4 million for the six months ended June 30, 2019 from $4.1 million for the six months ended June 30, 2018. The increase in revenue was primarily related to the 2019 Super Bowl activities in Atlanta, Georgia for which there was not a similar event in 2018.

~~Management and license fee revenue.~~ Management and license fee revenues increased $0.2 million, or 3.9%, to $5.3 million for the six months ended June 30, 2019 from $5.1 million for the six months ended June 30, 2018. Management and license fee revenues increased related to new STK licensed locations that opened in the second half of 2018 or in 2019, including in Mexico City, Mexico, Dubai, United Arab Emirates, and Doha, Qatar. This increase was partially offset by the loss of management fee revenue from the One 29 Park, LLC management agreement, which terminated on September 30, 2018, as well as negative currency effects of a weaker British Pound and Euro related to our managed and license locations in the United Kingdom and Italy.

~~Cost and Expenses~~

~~Owned restaurant cost of sales.~~ Food and beverage costs for owned restaurants increased approximately $1.5 million, or 18.5%, to $9.6 million for the six months ended June 30, 2019 from $8.1 million for the six months ended June 30, 2018. This increase was primarily due to increased sales at our existing, owned locations and the opening of our restaurants in San Diego, California in July 2018 and Nashville, Tennessee in March 2019. As a percentage of owned restaurant net revenues, cost of sales decreased from 26.4% for the six months ended June 30, 2018 to 26.3% for the six months ended June 30, 2019 primarily due to the positive impacts of operating initiatives coupled with selective price increases that we implemented in January 2019. This increase was partially offset by inflation of food prices and an increased sales mix of food to beverage sales. Food revenues as a percentage of total food and beverage revenues were approximately 65% and 63% for the six months ended June 30, 2019 and 2018, respectively. Food costs as a percentage of food revenues are typically higher than beverage costs as a percentage of beverage revenues.

~~Owned restaurant operating expenses.~~ Owned restaurant operating expenses increased $4.0 million, or 21.3%, to $22.8 million for the six months ended June 30, 2019 from $18.8 million for the six months ended June 30, 2018. As a percentage of owned restaurant net revenues, owned restaurant operating expenses increased 80 basis points to 62.2% for the six months ended June 30, 2019 from 61.4% for the six months ended June 30, 2018 primarily as a result of the openings of two owned STK restaurants in San Diego, California in July 2018 and Nashville, Tennessee in March 2019.

~~Owned food, beverage and other expenses~~. Owned food, beverage and other expenses increased $0.8 million, or 21.6%, to $4.5 million for the six months ended June 30, 2019 from $3.7 million for the six months ended June 30, 2018. The increase in expense was primarily related to the 2019 Super Bowl activities in Atlanta, Georgia for which there was not a similar event in 2018, and increased marketing activities from our major off-site events group in the second quarter of 2019.

~~General and administrative.~~ ~~General and administrative costs decreased $0.3 million, or 5.3%, to $5.4 million for the six months ended June 30, 2019 from $5.7 million for the six months ended~~ ~~June 30~~, 2018. The decrease was primarily due to headcount reductions in 2018 as well as reduced external professional fees. General and administrative costs as a percentage of total revenues decreased from 14.2% for the six months ended June 30, 2018 to 11.5% for the six months ended June 30, 2019.

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~~Depreciation and amortization.~~ Depreciation and amortization expense increased approximately $0.2 million, or 11.8%, to $1.9 million for the six months ended June 30, 2019 from $1.7 million for the six months ended June 30, 2018. The increase was primarily related to the opening of our restaurant in San Diego, California in July 2018 and our restaurant in Nashville, Tennessee in March 2019.

~~Lease termination expense and asset write-offs.~~ Lease termination expense and asset write-offs for each of the six months ending June 30, 2019 and 2018 were $0.1 million. These costs are associated with closed, abandoned and disputed locations or leases.

~~Pre-opening expenses.~~ Pre-opening expenses for the six months ended June 30, 2019 were $0.5 million compared to pre-opening expenses of $0.9 million for the six months ended June 30, 2018. In 2018, preopening expenses were primarily related to the development of our restaurant in San Diego, California, which opened in July 2018. In 2019, our preopening expenses related to the opening related expenses of our STK restaurant in Nashville, Tennessee which opened in March 2019.

~~Transaction costs.~~ ~~In the six months ended June 30, 2019, we incurred t~~ransaction costs of approximately $0.2 million primarily related to internal costs associated to entering into the Credit Agreement with Bank of America, N.A. on May 15, 2019 as well as preparation costs for our Form S-8 related to shareholder approved changes to the employee equity compensation plan. Refer to Note 6 ~~to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q~~ ~~for details related to the Credit Agreement.~~

~~Equity in income of investee companies.~~ Equity in income of investee companies was approximately $0.1 million for the six months ended June 30, 2018. We did not recognize any equity in income of investee companies for the six months ended June 30, 2019. Refer to Note 8 of our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information on our n~~onconsolidated investments.~~

Interest expense, net of interest ~~income.~~income. Interest expense, net of interest income was approximately ~~$0.5~~$1.2 million and $~~0.6~~0.3 million for the ~~six~~three months ending ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

~~Provision~~(Benefit) provision for income ~~taxes.~~taxes. The provision for income taxes for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 was a tax benefit of $0.7 million compared to tax expense of ~~$81.0 thousand compared to $194.0 thousand~~$0.1 million for the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. Our ~~annual~~annualized effective tax rate ~~was 10.2% and 31.0%~~is estimated at 12.4% for 2020 compared to 9.7% for the ~~six~~three months ended ~~June 30, 2019 and 2018, respectively.~~March 31, 2019. Our projected annual effective tax rate differs from the statutory U.S. tax rate of 21% primarily due to the following: (i) availability of U.S. net operating loss carryforwards, resulting in no federal income taxes; (ii) ~~a full valuation allowance on the U.S. deferred tax assets, net; (iii)~~ taxes owed in foreign jurisdictions such as the United Kingdom, Canada and Italy; and, ~~(iv)~~(iii) taxes owed in state and local ~~jurisdictions such as New York, New York City, Colorado and Tennessee.~~jurisdictions.

Net ~~income~~loss attributable to noncontrolling interest. Net ~~income~~loss attributable to noncontrolling interest was ~~less than~~approximately $0.3 million and $0.1 million for ~~each of~~ the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018.~~respectively.

Liquidity and Capital Resources

On May 15, 2019, we entered into a Credit Agreement with Bank of America, N.A. The Credit Agreement provides for a secured revolving credit facility of $10.0 million and a $10.0 million term loan. The term loan is payable in quarterly installments, with the final payment due in May 2024. The revolving credit facility also matures in May 2024.

The Credit Agreement contains several financial covenants, including (a) a maximum consolidated leverage ratio of (i) 4.75 to 1.00 as of the end of any fiscal quarter ending on or prior to June 30, 2020 and (ii) 4.50 to 1.00 as of the end of any fiscal quarter thereafter and (b) a minimum consolidated fixed charge coverage ratio of 1.35 to 1.00.

The Credit Agreement has several borrowing and interest rate options, including the following: (a) a LIBOR rate (or a comparable successor rate) or (b) a base rate equal to the greater of the prime rate, the federal funds rate plus 0.50% or the LIBOR rate for a one-month period plus 1.00%; provided that the base rate may not be less than zero. Loans under the Credit Agreement bear interest at a

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~~rate per annum using the applicable indices plus a varying interest rate margin of between 2.75% and 3.50% (for LIBOR rate loans) and 1.75% and 2.50% (for base rate loans).~~

In conjunction with entering into the Credit Agreement on May 15, 2019, we prepaid the outstanding debt balances to early extinguish the $2.6 million of outstanding term loans with BankUnited, the $5.3 million of outstanding promissory notes with Anson Investments Master Fund LP, and the $1.0 million outstanding promissory note with 2235570 Ontario Limited. We recognized a $0.4 million loss on debt extinguishment within other expenses, net on the consolidated statements of operations and comprehensive income, primarily caused by the recognition of the unamortized discounts related to warrants issued with the promissory notes and the recognition of unamortized debt issuance costs related to the debt extinguished. Additionally, we prepaid the $1.2 million of outstanding cash advances due to the TOG Liquidation Trust, a related party.

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, including

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the costs of opening currently planned new restaurants, through cash provided by operations, borrowings on our Goldman Sachs Credit ~~Facility~~Agreement and construction allowances provided by landlords of certain locations.

~~In the context of our current debt structure and projected cash needs, we~~We believe the combination of our cash provided by operations and our ~~credit capacity under our~~Goldman Sachs Credit Agreement are adequate to support our immediate business operations and ~~plans~~.plans. As ~~June 30, 2019,~~of March 31, 2020, we had cash and cash equivalents of approximately ~~$0.8~~$8.2 million and long-term debt of $48.0 million, which consisted of our Goldman Sachs Credit Agreement and equipment financing agreements. As of March 31, 2020 the availability pursuant to our revolving credit facility was $10.7 million.

~~We expect that~~In the three months ended March 31, 2020, our capital expenditures net of amounts received as landlord incentives, in 2019 will be less than prior years because we expect that that the Nashville, Tennessee STK restaurant will be the only new, owned restaurant we open in 2019. In the six months ended June 30, 2019, we have receivedwere approximately $0.5 million of landlord incentives which were primarily used to fund capital expenditures for the construction of new, owned restaurants. We currently anticipate our total capital expenditures for 2019, inclusive of all maintenance expenditures, will be approximately $3.5$0.8 million.

We expect to fund our anticipated capital expenditures for 2019 with current cash on hand, expected cash flows from operations, proceeds from expected tenant improvement allowances, and borrowings under our Credit Facility. Our future cash requirements will depend on many factors, including the pace of our expansion, conditions in the retail property development market, construction costs, the nature of the specific sites selected for new restaurants, and the nature of the specific leases and associated tenant improvement allowances available, if any, as negotiated with ~~landlords~~.

~~Under~~landlords. Additionally, under our current capital light strategy, we plan to enter into management and license agreements for the operation of ~~STKs~~STK restaurants where we are not required to contribute significant capital upfront. ~~We expect to rely on our cash flow from operations and continued financing to fund the majority of our planned capital expenditures for 2019.~~

Our operations have not required significant working capital, and, like many restaurant companies, we have negative working capital. Revenues are received primarily in credit card or cash receipts, and restaurant operations do not require significant receivables or inventories, other than our wine inventory. In addition, we receive trade credit for the purchase of food, beverages and supplies, thereby reducing the need for incremental working capital to support growth.

~~Cash Flows~~

~~The following table summarizes the statement of cash flows for the six months ended June 30, 2019 and June 30, 2018 (in thousands):~~

For the six months ended June 30,


2019

2018
Net cash provided by (used in):




Operating activities

$
2,144

$
2,333
Investing activities

(2,917)

(1,326)
Financing activities

270

(1,638)
Effect of exchange rate changes on cash

(290)

16
Net increase in cash and cash equivalents

$
(793)

$
(615)

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~~Operating Activities~~

Net cash provided by operating activities was $2.1 million for the six months ended June 30, 2019 compared to $2.3 million for the six months ended June 30, 2018. The decrease was primarily attributable changes within our working capital accounts, primarily reductions in our accrued expenses, partially offset by improvements in net income and due to increased domestic SSS and the openings of our owned STK restaurants in San Diego, California and Nashville, Tennessee in July 2018 and March 2019, respectively.

~~Investing Activities~~

Net cash used in investing activities for the six months ended June 30, 2019 was $2.9 million compared to net cash provided by investing activities of $1.3 million for the six months ended June 30, 2018. The difference was attributable to increased capital expenditures in 2019 for purchases of property and equipment, primarily related to the construction of our owned restaurants and general capital expenditures of existing restaurants. In the six months ended June 30, 2019, we received $0.5 million of landlord incentives which were primarily used to fund capital expenditures for the construction of new, owned restaurants. The receipt of the landlord incentives were reflected within the change in operating lease liabilities and right-of-use assets within net cash provided by operating activities. In the six months ended June 30, 2018, we received of $0.6 million of proceeds related to the sale of our interest in One 29 Park, a restaurant and rooftop bar located in a New York City hotel.

~~Financing Activities~~

Goldman Sachs Credit Agreement

~~Net cash provided by financing activities for~~On October 4, 2019, in conjunction with the ~~six months ended June 30, 2019 was $0.3 million compared to net cash used in financing activities~~acquisition of ~~$1.6 million in the six months ended~~ ~~June 30, 2018. On May 15, 2019,~~Kona Grill, we entered into athe Goldman Sachs Credit Agreement, ~~with~~which replaced the Bank of America ~~N.A, which~~Credit Agreement and provides for a secured revolving credit facility of ~~$10.0~~$12.0 million and a ~~$10.0~~$48.0 million term loan. The term loan ~~incurring $0.4 million of debt issuance costs.~~ ~~In conjunction~~is payable in quarterly installments, with ~~entering into~~ the final payment due in October 2024. The revolving credit facility also matures in October 2024. Additionally, our consolidated adjusted EBITDA as defined by the Goldman Sachs Credit Agreement for determining covenant compliance includes pro forma adjustments for the annualization of the Kona Grill restaurant performance which includes results before the acquisition date.

As of March 31, 2020, we ~~prepaid~~were in compliance with the ~~outstanding~~covenants required by the Goldman Sachs Credit Agreement. Based on current projections, we believe that we would continue to comply with the covenants in the Goldman Sachs Credit Agreement, as amended, throughout the twelve months following the issuance of the financial statements.

Refer to Note 6, Note 17 and Note 18 to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information regarding the terms of our long-term debt ~~balances to early extinguish the $2.6 million of outstanding term loans with BankUnited, the $5.3 million of outstanding promissory notes with Anson Investments Master Fund LP,~~arrangements and ~~the $1.0 million outstanding promissory note with 2235570 Ontario Limited as well as prepaid the $1.2 million of outstanding cash advances due to the TOG Liquidation Trust, a related party.~~information regarding our commitments and contingencies.

Capital Expenditures and Lease Arrangements

Given the present uncertainty due to the COVID-19 pandemic, the Company has deferred capital expenditures. To the extent we open new company-owned restaurants, we anticipate capital expenditures would increase ~~from~~related to the ~~amounts described in “Investing Activities” above.~~construction of new restaurants compared to general capital expenditures of existing restaurants. Although we are committed to our capital light strategy, in which our capital investment is expected to be limited, we are willing to consider opening owned restaurants as opportunities arise. For owned restaurants, where we build from a shell state, we have typically targeted an average cash investment of approximately $3.8 million for a 10,000 square-foot STK restaurant, net of landlord contributions and equipment financing and excluding pre-opening costs. For locations where we may be the successor restaurant tenant, and currently our preference, total cash investment will be significantly less and in the $1.0 million to $1.5 million range. Typical pre-opening costs will be in the $0.3 million to $0.5 million range. In addition, some of our existing restaurants will require capital improvements to either maintain or improve the facilities. We may add seating or provide enclosures for outdoor space in the next twelve months atfor some of our locations which we expect will increase revenues for those locations.

Our hospitality F&B services projects typically require limited capital investment from us. Capital expenditures for these projects will primarily be funded by cash flows from operations and equipment financing, depending upon the timing of these expenditures and cash availability.

We typically seek to lease our restaurant locations for periods of 10 to 20 years under operating lease arrangements, with a limited number of renewal options. Our rent structure varies, ~~from lease to lease,~~ but our leases generally provide for the payment of both minimum and contingent ~~(percentage)~~ rent based on sales, as well as other expenses related to the leases ~~(for example,~~such as our pro-rata share of common area maintenance,

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property tax and insurance ~~expenses).~~expenses. Many of our lease arrangements include the opportunity to secure tenant improvement allowances to partially offset the cost of developing and opening the related restaurants. Generally, landlords recover the cost of such allowances from increased minimum rents. However, there can be no assurance that such allowances will be available to us on each project that we select for development.

For the three months ended March 31, 2020, we spent a total of $0.8 million in capital expenditures, $1.3 million less than the amount spent for the same period in the prior year, and expect to keep capital expenditures at a low level as long as the uncertainty related to COVID-19 continues.

~~Loan Agreements~~Cash Flows

AsThe following table summarizes the statement of ~~June 30,~~cash flows for the three months ended March 31, 2020 and 2019 ~~our long-term debt consisted of a term loan, a revolving credit facility and equipment financing agreements~~(in thousands):


	For the three months ended March 31,
	2020		2019
Net cash (used in) provided by:
Operating activities	$	(3,103)	$	2,513
Investing activities		(791)		(2,060)
Financing activities		(226)		(798)
Effect of exchange rate changes on cash		(64)		(168)
Net decrease in cash and cash equivalents	$	(4,184)	$	(513)

Operating Activities. Net cash used in operating activities was $3.1 million for ~~which no additional financing was available. In 2019, we made principal payments of approximately $10.3 million towards our long-term debt, which includes $8.9~~the three months ended March 31, 2020 compared to $2.5 million of ~~early debt extinguishment payments. As of June 30, 2019, we had approximately $12.7~~cash generated from operating activities for the three months ended March 31, 2019. The decrease was primarily attributable to the decrease in net income which included $1.3 million ~~of outstanding debt~~in expenses for payments to ~~third parties.~~employees for paid-time off during restaurant closures, and inventory waste directly attributable to COVID-19, and $1.1 million in transaction and integration expenses related to the Kona Grill acquisition coupled with $4.4 million reduction in accounts payable and accrued expenses.

~~Table~~Investing Activities. Net cash used in investing activities for the three months ended March 31, 2020 was $0.8 million compared to $2.1 million for the three months ended March 31, 2019. We have implemented measures to reduce our costs for the foreseeable future due to COVID-19, including the deferral of ~~Contents~~most non-safety related capital projects.

~~The Credit Agreement with Bank of America, N.A., contains customary representations, warranties and conditions~~Financing Activities. Net cash used in financing activities for the three months ended March 31, 2020 was $0.2 million compared to borrowing including customary affirmative and negative covenants, which include covenants that limit or restrict our ability to incur indebtedness and other obligations, grant liens to secure obligations, make investments, merge or consolidate, and dispose of assets outside$0.8 million in the ~~ordinary course of business, in each case subject to customary exceptions for credit facilities of this size and type.~~ three months ended March 31, 2019~~As of June 30, 2019, we are in compliance with the covenants required by the Credit Agreement.~~ ~~Based on current projections, we believe that we will continue to comply with such covenants throughout the twelve months following the issuance of the financial statements.~~.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for a detailed description of recent accounting pronouncements. We do not expect the recent accounting pronouncements discussed in Note 1 to have a significant impact on our consolidated financial position or results of operations.

As of January 1, 2019, we adopted Accounting Standard Codification Topic 842, Leases, (“ASC Topic 842”). Refer to Note 12 to our consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for a detailed description of the impact of implementing ASC Topic 842.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation as of the last day of the period covered by this Quarterly Report on Form 10-Q of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange

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Act is timely recorded, processed, summarized and reported and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the ~~second~~first quarter of ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to claims common to our industry and in the ordinary course of our ~~business, including lease disputes and employee-related matter.~~business. Companies in our industry, including us, have been and are subject to class action lawsuits, primarily regarding compliance with labor laws and regulations. Defending lawsuits requires significant management attention and financial resources and the outcome of any litigation is inherently uncertain. We believe that ~~accruals~~accrual for these matters are adequately provided for in our consolidated financial statements. We do not believe the ultimate resolutions of these matters will have a material adverse effect on our consolidated financial position and results of operations. However, the resolution of lawsuits is difficult to predict. A significant increase in the number of these claims, or one or more successful claims under which we incur greater liabilities than is currently anticipated, could materially and adversely affect our consolidated financial statements.

Item 1A. Risk Factors.

See our Annual Report on Form 10-K for the year ended December 31, 2019 for additional risk factors.

The outbreak of COVID-19 has significantly affected our restaurant traffic and our business.

Our business has been adversely affected by the effect of, the public perception of a risk of, and government actions to contain, COVID-19. In December 2019, COVID-19 was identified in Wuhan, China, and subsequently spread to other regions of the world. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic disease. Since early March 2020, we have experienced a significant decline in restaurant traffic and government agencies have since declared a state of emergency in the U.S. and in foreign jurisdictions where we operate, and some government agencies have restricted movement, required restaurant and bar closures, and advised people not to visit restaurants or bars. In some jurisdictions, people have been instructed to shelter in place to reduce the spread of COVID-19. In response to these conditions, we temporarily closed several restaurants and shifted operations at others to provide only take-out and delivery service. We expect our results of operations to be materially and negatively affected by these actions. A prolonged occurrence of COVID-19 may result in further restrictions, including possible travel restrictions and additional restrictions on the restaurant industry. Our efforts to mitigate the effect of COVID-19 on our business may be unsuccessful, and we may not be able to adequately reduce our costs as we move to a take-out and delivery model, with which we have limited experience. Any of these events could result in a sustained, significant drop in restaurant traffic and could have a material adverse effect on us. In the event that the effect of COVID-19 be prolonged, there could be other events that drive risk in the business. For a description of those risks, refer to our Annual Report on Form 10-K for the year ended December, 31, 2019 for additional risk factors.

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Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.


Exhibit		Description
3.1		Amended and Restated Certificate of Incorporation (Incorporated by reference to Form 8-K filed on June 5, 2014).
3.2		Amended and Restated Bylaws (Incorporated by reference to Form 8-K filed on October 25, 2011).
~~10.1~~		~~Credit Agreement with Bank of America, N.A. dated as of May 15, 2019 (Incorporated by reference to Form 8-K filed on May 16, 2019).~~
~~10.2~~		~~The ONE Group Hospitality, Inc. 2019 Equity Incentive Plan (Incorporated by reference to Form 8-K filed on June 6, 2019)~~.
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: ~~August 8, 2019~~May 11, 2020

	THE ONE GROUP HOSPITALITY, INC.

	By:	~~/s/~~ /s/ Tyler Loy
		Tyler Loy, Chief Financial Officer

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Deferred license revenue, as of December 31, 2018	$	1,179
Additions to deferred license revenue		111
Revenue recognized during the period		(100)
Deferred license revenue, as of June 30, 2019	$	1,190


Deferred gift card and gift certificate revenue, as of December 31, 2018	$	491
Additions to deferred gift card and gift certificates revenue		296
Revenue recognized during the period related to redemptions		(566)
Deferred gift card and gift certificate revenue, as of June 30, 2019	$	221


			ASC 842
	December 31, 2018		Adjustments		January 1, 2019
Assets
Operating lease right-of-use assets	$	—	$	41,868	$	41,868
Liabilities
Current portion of operating lease liabilities	$	—	$	3,212	$	3,212
Operating lease liability, net of current portion		—		55,679		55,679
Deferred gift card revenue and other		947		(249)		698
Deferred rent and tenant improvement allowances	$	16,774	$	(16,774)	$	—


	For the three months ended June 30, 2019								For the three months ended June 30, 2018
			Owned food,		Managed and						Owned food,		Managed and
	Owned		beverage and		licensed				Owned		beverage and		licensed
	restaurants		other		operations		Total		restaurants		other		operations		Total
Revenues:
Owned net revenues	$	18,809	$	2,134	$	—	$	20,943	$	15,520	$	2,083	$	—	$	17,603
Management, license and incentive fee revenue		—		—		2,656		2,656		—		—		2,708		2,708
Total revenues		18,809		2,134		2,656		23,599		15,520		2,083		2,708		20,311

Cost and expenses:
Owned operating expenses:
Cost of sales		5,068		—		—		5,068		4,037		—		—		4,037
Other operating expenses		11,856		—		—		11,856		9,399		—		—		9,399
Owned food, beverage and other expenses		—		2,225		—		2,225		—		2,025		—		2,025
Total owned operating expenses		16,924		2,225		—		19,149		13,436		2,025		—		15,461
Segment income (loss)	$	1,885	$	(91)	$	2,656	$	4,450	$	2,084	$	58	$	2,708	$	4,850

General and administrative								2,704								2,615
Depreciation and amortization								1,004								901
Interest expense, net of interest income								218								290
Loss on early debt extinguishment								437								—
Equity in income of investee companies								—								(134)
Other								265								695
(Loss) income before provision for income taxes							$	(178)							$	483


	For the six months ended June 30, 2019								For the six months ended June 30, 2018
			Owned food,		Managed and						Owned food,		Managed and
	Owned		beverage and		licensed				Owned		beverage and		licensed
	restaurants		other		operations		Total		restaurants		other		operations		Total
Revenues:
Owned net revenues	$	36,629	$	4,407	$	—	$	41,036	$	30,596	$	4,088	$	—	$	34,684
Management, license and incentive fee revenue		—		—		5,339		5,339		—		—		5,144		5,144
Total revenues		36,629		4,407		5,339		46,375		30,596		4,088		5,144		39,828

Cost and expenses:
Owned operating expenses:
Cost of sales		9,637		—		—		9,637		8,071		—		—		8,071
Other operating expenses		22,771		—		—		22,771		18,777		—		—		18,777
Owned food, beverage and other expenses		—		4,484		—		4,484		—		3,714		—		3,714
Total owned operating expenses		32,408		4,484		—		36,892		26,848		3,714		—		30,562
Segment income (loss)	$	4,221	$	(77)	$	5,339	$	9,483	$	3,748	$	374	$	5,144	$	9,266

General and administrative								5,354								5,670
Depreciation and amortization								1,946								1,679
Interest expense, net of interest income								487								608
Loss on early debt extinguishment								437								—
Equity in income of investee companies								—								(111)
Other								572								794
Income before provision for income taxes							$	687							$	626