Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 30, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Entity Registrant Name | ONE Group Hospitality, Inc. | ||
Entity Central Index Key | 1399520 | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 24,940,195 | ||
Entity Public Float | $71,887,105 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $7,905,004 | $11,681,086 |
Accounts receivable, net | 4,408,396 | 2,923,754 |
Inventory | 1,139,305 | 978,392 |
Other current assets | 1,937,392 | 832,951 |
Due from related parties | 1,157,134 | 245,280 |
Total current assets | 16,547,231 | 16,661,463 |
Property & equipment, net | 18,815,625 | 13,445,413 |
Investments | 2,802,443 | 2,539,272 |
Deferred tax assets | 35,418 | 232,694 |
Other assets | 793,002 | 1,333,432 |
Security deposits | 2,368,422 | 984,657 |
Total assets | 41,362,141 | 35,196,931 |
Current liabilities: | ||
Cash overdraft | 85,598 | 256,843 |
Notes payable, current portion | 0 | 15,000 |
Term loan, current portion | 1,495,000 | 0 |
Line of credit | 0 | 4,316,865 |
Accounts payable | 3,433,198 | 2,706,027 |
Accrued expenses | 2,004,704 | 3,137,207 |
Due to related parties | 19,608 | 27,979 |
Deferred revenue | 127,950 | 27,527 |
Total current liabilities | 7,166,058 | 10,487,448 |
Other long-term liabilities | 67,277 | 39,750 |
Derivative liability | 6,241,000 | 10,095,000 |
Term loan | 5,980,000 | 0 |
Deferred rent payable | 9,435,109 | 6,348,097 |
Total liabilities | 28,889,444 | 26,970,295 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 24,940,195 and 24,946,739 shares issued and outstanding at December 31, 2014 and 2013, respectively | 2,494 | 2,495 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2014 and 2013, respectively | 0 | 0 |
Additional paid-in capital | 30,966,611 | 30,502,656 |
Accumulated deficit | -18,005,401 | -22,635,560 |
Accumulated other comprehensive (loss) income | -230,696 | 49,402 |
Total stockholders’ equity | 12,733,008 | 7,918,993 |
Noncontrolling interest | -260,311 | 307,643 |
Total stockholders’ equity including noncontrolling interest | 12,472,697 | 8,226,636 |
Total Liabilities and Stockholders’ Equity | $41,362,141 | $35,196,931 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (In USD per share) | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 24,940,195 | 24,946,739 |
Common stock, shares outstanding | 24,940,195 | 24,946,739 |
Preferred stock, par value (in USD per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | ||
Owned unit net revenues | $40,499,590 | $36,568,285 |
Management and incentive fee revenue | 8,823,318 | 7,336,628 |
Total revenue | 49,322,908 | 43,904,913 |
Owned operating expenses: | ||
Food and beverage costs | 10,425,500 | 9,650,676 |
Unit operating expenses | 24,344,857 | 22,447,188 |
General and administrative, net | 8,687,490 | 10,777,805 |
Depreciation and amortization | 1,438,728 | 1,456,736 |
Management and royalty fees | 81,608 | 83,138 |
Pre-opening expenses | 3,890,295 | 848,566 |
Transaction costs | 0 | 4,597,738 |
Equity in (income) of investee companies | -1,149,060 | -948,852 |
Derivative (income) expense | -3,854,000 | 10,095,000 |
Interest expense, net of interest income | 75,771 | 768,152 |
Other income, net | -1,968,197 | -649,642 |
Total costs and expenses | 41,972,992 | 59,126,505 |
Income (loss) from continuing operations before provision for income taxes | 7,349,916 | -15,221,592 |
Provision for income taxes | 817,288 | 518,927 |
Income (loss) from continuing operations | 6,532,628 | -15,740,519 |
Loss from discontinued operations, net of taxes | 1,492,556 | 6,112,956 |
Net income (loss) | 5,040,072 | -21,853,475 |
Less: net income (loss) attributable to noncontrolling interest | 409,913 | -384,261 |
Net income (loss) attributable to The ONE Group Hospitality, Inc. | 4,630,159 | -21,469,214 |
Other comprehensive income (loss) | ||
Currency translation adjustment | -280,098 | 61,494 |
Comprehensive income (loss) | $4,350,061 | ($21,407,720) |
Basic and diluted (loss) income per share: | ||
Continuing operations (in USD per share) | $0.26 | ($1.09) |
Discontinued operations (in USD per share) | ($0.06) | ($0.42) |
Net income (loss) attributable to The ONE Group Hospitality, Inc. (in USD per share) | $0.19 | ($1.49) |
Shares used in computing basic and diluted income (loss) per share (shares) | 24,940,195 | 14,440,389 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Accumulated other comprehensive (loss) income [Member] | Total stockholders' equity [Member] | Noncontrolling interest [Member] |
Balance at Dec. 31, 2012 | $2,488,747 | $1,163 | ($1,039,908) | ($12,092) | ($1,050,837) | $3,539,584 | |
Balance, shares at Dec. 31, 2012 | 11,631,400 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Merger of The ONE Group into Committed Capital Acquisition Corporation, shares | 9,125,000 | ||||||
Merger of The ONE Group into Committed Capital Acquisition Corporation | 27,203,217 | 913 | 28,368,650 | -1,166,346 | 27,203,217 | ||
Payment to TOG members | -11,750,000 | -11,750,000 | -11,750,000 | ||||
Equity offering, shares | 3,131,339 | ||||||
Equity offering | 13,251,514 | 313 | 13,251,201 | 13,251,514 | |||
Control premium, shares | 1,000,000 | ||||||
Control premium | 5,000,000 | 100 | 4,999,900 | 5,000,000 | |||
Issuance of stock-based compensation, shares | 59,000 | ||||||
Issuance of stock-based compensation | 350,546 | 6 | 350,540 | 350,546 | |||
Purchase of non-controlling interest | -5,662,000 | -3,109,392 | -3,109,392 | -2,552,608 | |||
Members' contribution | 520,000 | 520,000 | |||||
Members' distributions | -1,383,407 | -568,335 | -568,335 | -815,072 | |||
Gain (loss) on foreign currency translation | 61,494 | 61,494 | 61,494 | ||||
Net income (loss) | -21,853,475 | -21,469,214 | -21,469,214 | -384,261 | |||
Balance at Dec. 31, 2013 | 8,226,636 | 2,495 | 30,502,656 | -22,635,560 | 49,402 | 7,918,993 | 307,643 |
Balance, shares at Dec. 31, 2013 | 24,946,739 | 24,946,739 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of stock-based compensation | 538,954 | 538,954 | 538,954 | ||||
Adjustment to escrow shares for excess liabilities, shares | -6,544 | ||||||
Adjustment to escrow shares for excess liabilities | 0 | -1 | 1 | 0 | |||
Purchase of non-controlling interest | -75,000 | -75,000 | -75,000 | ||||
Members' distributions | -977,867 | 0 | -977,867 | ||||
Gain (loss) on foreign currency translation | -280,098 | -280,098 | -280,098 | ||||
Net income (loss) | 5,040,072 | 4,630,159 | 4,630,159 | 409,913 | |||
Balance at Dec. 31, 2014 | $12,472,697 | $2,494 | $30,966,611 | ($18,005,401) | ($230,696) | $12,733,008 | ($260,311) |
Balance, shares at Dec. 31, 2014 | 24,940,195 | 24,940,195 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities: | ||
Net income (loss) | $5,040,072 | ($21,853,475) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,438,728 | 1,456,736 |
Deferred rent payable | 3,087,012 | 690,608 |
Deferred taxes | 197,276 | 116,688 |
(Income) loss on equity method investments | -1,149,060 | -948,852 |
Derivative (income) expense | -3,854,000 | 10,095,000 |
Stock-based compensation | 538,954 | 350,540 |
Impairment of fixed assets | 467,238 | |
Control premium | 0 | 5,000,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -1,484,642 | 470,179 |
Inventory | -160,913 | 387,789 |
Prepaid expenses and other current assets | -1,104,441 | -520,065 |
Security deposits | -1,383,765 | -9,900 |
Other assets | 540,433 | -441,479 |
Accounts payable | 727,171 | -1,699,823 |
Accrued expenses | -1,115,479 | 723,076 |
Deferred revenue | 127,950 | -20,001 |
Net cash provided by (used in) operating activities | 1,912,534 | -6,202,979 |
Investing activities: | ||
Purchase of property and equipment | -7,276,180 | -1,233,232 |
Purchase of minority interests | -75,000 | -5,662,000 |
Distribution from equity investment | 885,888 | 343,363 |
Due from related parties | -920,225 | -683,896 |
Net cash used in investing activities | -7,385,517 | -7,235,765 |
Financing activities: | ||
Cash overdraft | -171,245 | -318,198 |
Proceeds from line of credit | 9,029,261 | 7,175,000 |
Repayment of line of credit | -6,951,056 | -5,335,913 |
Proceeds from Term Loan | 1,079,930 | 0 |
Repayment of notes payable | -15,000 | -320,000 |
Proceeds from member loans | 0 | 578,915 |
Repayment of member loans | 0 | -5,606,528 |
Issuance of restricted stock | 0 | 6 |
Contributions from members | 0 | 520,000 |
Proceeds from merger | 0 | 15,453,217 |
Proceeds from equity offering, net of issuance costs | 0 | 13,251,514 |
Distributions to members | -977,867 | -1,383,407 |
Net cash provided by financing activities | 1,994,023 | 24,014,606 |
Effect of exchange rate changes on cash | -297,122 | 61,494 |
Net (decrease) increase in cash and cash equivalents | -3,776,082 | 10,637,356 |
Cash and cash equivalents, beginning of year | 11,681,086 | 1,043,730 |
Cash and cash equivalents, end of year | 7,905,004 | 11,681,086 |
Supplemental disclosure of cash flow data: | ||
Interest paid | 294,726 | 2,040,567 |
Income taxes paid | $808,622 | $685,421 |
Merger
Merger | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Merger | Merger: |
On October 16, 2013, the Company closed a merger transaction (the “Merger”) with The ONE Group, LLC, a privately held Delaware limited liability company (“ONE Group”), pursuant to an Agreement and Plan of Merger, dated as of October 16, 2013 (the “Merger Agreement”), by and among The ONE Group Hospitality, Inc., formerly known as Committed Capital Acquisition Corporation, CCAC Acquisition Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of The ONE Group Hospitality, Inc. (“Merger Sub”), ONE Group and Samuel Goldfinger as ONE Group Representative. Pursuant to the Merger Agreement, ONE Group became a wholly-owned subsidiary of The ONE Group Hospitality, Inc. through a merger of Merger Sub with and into ONE Group, and the former members of ONE Group received shares of The ONE Group Hospitality, Inc. that constituted a majority of the outstanding shares of The ONE Group Hospitality, Inc. | |
The Merger was accounted for as a reverse-merger and recapitalization in accordance with GAAP, whereby the Company was the accounting acquiree and ONE Group was the accounting acquirer. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger are those of ONE Group, and the consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and ONE Group, historical operations of ONE Group and operations of the Company from the October 16, 2013 effective date. Membership interests and the corresponding capital amounts of ONE Group pre-Merger have been retroactively restated as shares of common stock reflecting the 8.09 to one exchange ratio in the Merger. All references in this Annual Report to equity securities and all equity-related historical financial measurements, including weighted average shares outstanding, earnings per share, par value of $0.0001 per share of the Company's common stock ("Common Stock"), additional paid in capital, option exercise prices and warrant exercise prices, have been retroactively restated to reflect the Merger exchange ratio. | |
On June 5, 2014, the Company changed its corporate name from Committed Capital Acquisition Corporation to The ONE Group Hospitality, Inc. |
Business_and_summary_of_signif
Business and summary of significant accounting policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business and summary of significant accounting policies | Business and summary of significant accounting policies: | |
Principles of consolidation: | ||
The accompanying consolidated financial statements of The ONE Group Hospitality, Inc. and subsidiaries include the accounts of ONE Group and its subsidiaries, Little West 12th LLC (“Little West 12th” ), One-LA, L.P. (“One LA”), Bridge Hospitality, LLC (“Bridge”), STK-LA, LLC (“STK-LA”), WSATOG (Miami), LLC (“WSATOG”), STK Miami Service, LLC (“Miami Services”), STK Miami, LLC (“STK Miami”), Basement Manager, LLC (“Basement Manager”), JEC II, LLC (“JEC II”), One TCI Ltd. (“One TCI”), One Marks, LLC (“One Marks”), MPD Space Events LLC (“MPD”), One 29 Park Management, LLC (“One 29 Park Management”), STK Midtown Holdings, LLC (“Midtown Holdings”), STK Midtown, LLC (“STK Midtown”), STKOUT Midtown, LLC (“STKOUT Midtown”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), One Atlantic City, LLC (“One Atlantic City”), Asellina Marks LLC (“Asellina Marks”), Heraea Vegas, LLC (“Heraea”), Xi Shi Las Vegas, LLC (“Xi Shi Las Vegas”), T.O.G. (UK) Limited (“TOG UK”), Hip Hospitality Limited (“Hip Hospitality UK”), T.O.G. (Aldwych) Limited (“TOG Aldwych”), CA Aldwych Limited (“CA Aldwych"), T.O.G. (Milan) S.r.l. ("TOG Milan"), BBCLV, LLC (“BBCLV”), STK DC, LLC (“STK DC”), STK Orlando, LLC ("STK Orlando"), STK Chicago, LLC ("STK Chicago"), TOG Biscayne, LLC ("TOG Biscayne"), STK Westwood, LLC ("STK Westwood") and STK Denver, LLC ("STK Denver"). The entities are collectively referred to herein as the “Company” or “Companies,” as appropriate, and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Nature of business: | ||
The Company is a hospitality company that develops and operates upscale, high-energy restaurants and lounges and provides turn-key food and beverage services for hospitality venues including hotels, casinos and other high-end locations in the United States and England. As of December 31, 2014, the Company owned and operated eight (8) and managed eight (8) restaurants and lounges, including seven (7) STKs throughout the United States and one (1) in England. Eight (8) of our locations are operated under our five (5) food and beverage hospitality management agreements, in which we provide comprehensive food and beverage services for our hospitality clients. | ||
ONE Group is a limited liability company (“LLC”) formed on December 3, 2004 under the laws of the State of Delaware. ONE Group is a management company, as well as holds a majority interest in the entities noted above. As per the LLC Operating Agreement of ONE Group, such LLC is set to expire on December 31, 2099. | ||
Little West 12th is an LLC formed on February 28, 2005 under the laws of the State of Delaware. Little West 12th, which commenced operations on September 8, 2006, operates a restaurant known as STK located in New York, New York. As per the LLC Operating Agreement of Little West 12th, such LLC is set to expire on December 31, 2099. As of December 31, 2014 and December 31, 2013, ONE Group has a 61.22% interest in this entity. | ||
One LA is a limited partnership formed on April 20, 2006 under the laws of the State of New York. One LA, which commenced operations on June 20, 2007, operated a restaurant known as One Restaurant located in West Hollywood, California. As per the LLC Operating Agreement of One LA, such LLC is set to expire on December 31, 2099. However, on August 1, 2009, One LA ceased operations. As of December 31, 2014 and December 31, 2013, ONE Group has a 78.47% interest in this entity. | ||
Bridge is an LLC formed on January 4, 2005 under the laws of the State of California. Bridge operates a restaurant known as STK located in Los Angeles, California. STK commenced operations on February 24, 2008. Coco de Ville, a bar and lounge located in the same building, commenced operations on May 13, 2008. On January 15, 2011, Coco de Ville ceased operations. As per the LLC Operating Agreement of Bridge, such LLC is set to expire on December 31, 2057. As of December 31, 2014 and December 31, 2013, STK-LA has a 77% interest in this entity. | ||
STK-LA, which is wholly-owned by ONE Group, is an LLC formed on May 31, 2007 under the laws of the State of New York. STK-LA has a 77% interest in Bridge. As per the LLC Operating Agreement of STK-LA, such LLC is set to expire on December 31, 2099. | ||
WSATOG is an LLC formed on October 18, 2007 under the laws of the State of Delaware. WSATOG is a holding company that owns 100% of Miami Services and STK Miami. As per the LLC Operating Agreement of WSATOG, such LLC is set to exist in perpetuity. As of December 31, 2012, ONE Group had a 60% interest in this entity. On October 23, 2013, ONE Group executed a Transfer Agreement in which it purchased the remaining 40% interest in WSATOG from the previous minority shareholder for $1,800,000. As of December 31, 2014 ONE group has a 100% interest in this entity. | ||
Miami Services, which is wholly-owned by WSATOG, is an LLC formed in October 18, 2007 under the laws of the State of Florida. Miami Services, which commenced operations on March 24, 2008, operated a food and beverage service through The Perry Hotel located in Miami Beach, Florida. On May 19, 2013, Miami Services ceased operations. As per the LLC Operating Agreement of Miami Services, such LLC is set to exist in perpetuity. | ||
STK Miami, which is wholly-owned by WSATOG, is an LLC formed on October 18, 2007 under the laws of the State of Florida. STK Miami operates an STK restaurant, and operated a bar and lounge known as Coco de Ville located in Miami Beach, Florida. STK commenced operations on January 4, 2010 and Coco de Ville commenced operations on February 4, 2010. On July 3, 2011, Coco de Ville ceased operations. On May 26, 2013, the STK restaurant temporarily closed as the building underwent renovations. On March 13, 2015, STK re-opened. As per the LLC Operating Agreement of STK Miami, such LLC is set to exist in perpetuity. | ||
Basement Manager is an LLC formed on January 12, 2006 under the laws of the State of New York. Basement Manager, which commenced operations on August 25, 2006, operated a nightclub known as Tenjune located in New York, New York. As per the LLC Operating Agreement of Basement Manager, such LLC is set to expire on December 31, 2099. As of December 31, 2014 Little West 12th has a 100% interest in this entity and at December 31, 2013, Little West 12th had a 63.4% interest in this entity. Tenjune ceased operations on February 15, 2014. On July 25, 2014 Little West 12th entered into a Transfer and Release Agreement to purchase the remaining minority interest of Basement Manager for $75,000. | ||
JEC II is an LLC formed on May 28, 2003 under the laws of the State of New York. JEC II, which commenced operations on December 2, 2003, operated a restaurant known as One Restaurant located in New York, New York. In 2010, JEC II changed its concept and name of the restaurant to The Collective. On June 11, 2011, JEC II ceased operations. As per the LLC Operating Agreement of JEC II, such LLC is set to expire on December 31, 2099. As of December 31, 2014 and December 31, 2013, the ONE Group has a 96.14% interest in this entity. | ||
One TCI, which is wholly-owned by ONE Group, was formed on December 19, 2008 in Turks and Caicos Islands, British West Indies. One TCI, which commenced operations in 2009, held a management agreement with a hotel in Turks and Caicos to operate and manage the food and beverage operations in that hotel. One TCI ceased operations on October 31, 2011. | ||
One Marks is an LLC formed on December 7, 2004 under the laws of the State of Delaware to hold the “One” trademark. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2014 and December 31, 2013, ONE Group has a 95.09% interest in this entity. | ||
MPD, which is wholly-owned by Little West 12th, is an LLC formed in October 24, 2005 under the laws of the State of New York. MPD commenced operations on June 13, 2011 and operates the STK rooftop in New York, New York. It is management’s intent that such LLC will continue in existence in perpetuity. | ||
One 29 Park Management, which is wholly-owned by ONE Group, is an LLC formed on April 22, 2009 under the laws of the State of New York. One 29 Park Management owns ten percent of One 29 Park, LLC, which operates a restaurant and manages the rooftop of a hotel located in New York, New York. Operations for One 29 Park Management commenced on August 18, 2010. As per the LLC Operating Agreement of One 29 Park Management, such LLC is set to exist in perpetuity. | ||
Midtown Holdings is an LLC formed on February 9, 2010 under the laws of the State of New York. Midtown Holdings owns 100% of STK Midtown and STKOUT Midtown. As per the LLC Operating Agreement of Midtown Holdings, such LLC is set to expire on December 31, 2099. ONE Group purchased all of the minority interest of Midtown Holdings during 2013 for $3,834,000. As of December 31, 2014 and December 31, 2013 ONE Group has a 100% interest in this entity. | ||
STK Midtown, which is wholly-owned by Midtown Holdings, is an LLC formed on December 30, 2009 under the laws of the State of New York. STK Midtown commenced operations on December 7, 2011 and operates a restaurant known as STK located in New York City, New York. It is management’s intent that such LLC will continue in existence in perpetuity. | ||
STKOUT Midtown, which is wholly-owned by Midtown Holdings, is an LLC formed on December 30, 2009 under the laws of the State of New York. STKOUT Midtown commenced operations on March 28, 2012 and operated a kiosk known as STKOUT Midtown in New York, New York. STKOUT Midtown ceased operations in 2013. | ||
STK Atlanta, which is wholly-owned by ONE Group, is an LLC formed on December 9, 2009 under the laws of the State of Georgia. STK Atlanta operates two restaurants known as STK and Cucina Asellina located in Atlanta, Georgia. STK commenced operations on December 15, 2011 and Cucina Asellina commenced operations on February 20, 2012. It is management’s intent that such LLC will continue in existence in perpetuity. | ||
STK Vegas, which is wholly-owned by ONE Group, is an LLC formed on November 13, 2009 under the laws of the State of Nevada. STK Vegas manages a restaurant known as STK located at the Cosmopolitan Hotel in Las Vegas, Nevada which commenced operations on December 15, 2010. It is management’s intent that such LLC will continue in existence in perpetuity. | ||
One Atlantic City, which is wholly-owned by ONE Group, is an LLC formed on January 31, 2012 under the laws of the State of New Jersey. One Atlantic City commenced operations on April 9, 2012 and operated a restaurant known as ONE in Atlantic City, New Jersey. It is management’s intent that such LLC will continue in existence in perpetuity. One Atlantic City ceased operations on December 11, 2012. | ||
Asellina Marks is an LLC formed on December 5, 2011 under the laws of the State of Delaware to hold the “Asellina” and "Cucina Asellina" trademarks. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2014 and December 31, 2013, ONE Group has a 50% interest in this entity. | ||
Heraea, which is wholly-owned by ONE Group, is an LLC formed on May 1, 2012 under the laws of the State of Nevada. Heraea commenced operations in February 2013 and operated a restaurant in Las Vegas, Nevada. Heraea ceased operations on September 24, 2013. | ||
Xi Shi Las Vegas, which is wholly-owned by ONE Group, is an LLC formed on August 14, 2012 under the laws of the State of Nevada. Xi Shi Las Vegas was originally expected to commence operations in 2014 in Las Vegas, Nevada, but a determination was made in 2014 to not open Xi Shi. | ||
TOG UK was formed on July 6, 2010 under the laws of the United Kingdom. TOG UK is a holding company that owns 100% of TOG Aldwych, CA Aldwych and Hip Hospitality UK. On October 10, 2013 ONE Group executed a Transfer Agreement in which it purchased the remaining 49.99% interest in TOG UK from the previous minority shareholders in exchange for membership interest in ONE Group. As of December 31, 2014 and December 31, 2013 ONE group has a 100% interest in this entity. | ||
Hip Hospitality UK was formed on May 13, 2010 under the laws of the United Kingdom. Hip Hospitality UK is a management company that manages and operates the food and beverage operations in the Hippodrome Casino in London. Operations in the casino commenced in 2012. As of December 31, 2014 and December 31, 2013 TOG UK has a 100% interest in this entity. | ||
TOG Aldwych, which is wholly-owned by TOG UK, was formed on April 18, 2011 under the laws of the United Kingdom. TOG Aldwych is a management company that manages and operates a restaurant, bar and lounges in the ME Hotel in London. Operations at these venues within the hotel commenced in 2013. | ||
CA Aldwych, which is wholly-owned by TOG UK, was formed on July 4, 2012 under the laws of the United Kingdom. CA Aldwych is a management company that manages and operates a restaurant known as Cucina Asellina in the ME Hotel in London. Operations at the restaurant commenced in 2014. | ||
TOG Milan, which is wholly owned by TOG UK, was formed on September 18, 2014 under the laws of Italy. TOG Milan will manage and operate a restaurant, bar and lounge in the ME Hotel in Milan. It is expected that operations will commence in 2015. | ||
BBCLV is an LLC formed on March 8, 2012 under the laws of the State of Nevada. BBCLV commenced operations on October 31, 2012 and operated a restaurant known as Bagatelle in Las Vegas, Nevada. As of December 31, 2014 and December 31, 2013, ONE Group has an 86.06% interest in this entity. In July 2013, BBCLV ceased operations. | ||
STK DC, which is wholly-owned by ONE Group, is an LLC formed on November 20, 2012 under the laws of the State of Delaware. STK DC operates a restaurant known as STK in Washington, D.C. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2014 and December 31, 2013, ONE Group has a 93.5% interest in this entity. | ||
STK Orlando, which is wholly-owned by ONE Group, is an LLC formed on October 3, 2013 under the laws of the State of Florida. STK Orlando will operate a restaurant known as STK in Orlando, Florida. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2014 and December 31, 2013, ONE Group has a 100% interest in this entity. | ||
STK Chicago, which is wholly-owned by ONE Group, is an LLC formed on June 3, 2014 under the laws of the State of Illinois. STK Chicago will operate a restaurant known as STK in Chicago, Illinois. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2014, ONE Group has a 100% interest in this entity. | ||
TOG Biscayne, which is wholly-owned by ONE Group, is an LLC formed on January 3, 2014 under the laws of the State of Florida. TOG Biscayne is a management company that will manage and operate the food and beverage operations of a hotel in Florida. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2014, ONE Group has a 100% interest in this entity. | ||
STK Westwood, which is wholly-owned by ONE Group, is an LLC formed on August 20, 2014 under the laws of the State of California. STK Westwood operates the food and beverage operations, and will operate a restaurant known as STK, in the W Hotel in Los Angeles, California. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2014, ONE Group has a 100% interest in this entity. | ||
STK Denver, which is wholly-owned by ONE Group, is an LLC formed on October 20, 2014 under the laws of the State of Colorado. STK Denver will operate a restaurant known as STK Rebel in Denver, Colorado. It is management’s intent that such LLC will continue in existence in perpetuity. As of December 31, 2014, ONE Group has a 100% interest in this entity. | ||
Use of estimates: | ||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | ||
Investments: | ||
Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s consolidated balance sheets and statements of operations and comprehensive (loss) income; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in loss of Investee companies” in the consolidated statements of operations and comprehensive loss. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investments” in the Company’s consolidated balance sheets. | ||
When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. See Note 8 for names of entities accounted for under the equity method. | ||
Fair value of financial instruments: | ||
The carrying amounts of cash, receivables, accounts payable and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair value of the term loan approximates fair value since the terms of the loan have been recently negotiated. | ||
Cash and cash equivalents: | ||
The Company’s cash and cash equivalents are defined as cash and short-term highly liquid investments with an original maturity of three months or less from the date of purchase. The Company’s cash and cash equivalents consist of cash in banks as of December 31, 2014 and 2013. | ||
Concentrations of credit risk: | ||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and accounts receivable, which include credit card receivables. At times, the Company’s cash may exceed federally insured limits. At December 31, 2014 and 2013, the Company has cash balances in excess of federally insured limits in the amount of approximately $6,484,314 and $11,147,927, respectively. Concentrations of credit risk with respect to credit card receivables are limited. Credit card receivables are anticipated to be collected within three business days of the transaction. | ||
The Company closely monitors the extension of credit to its noncredit card customers while maintaining allowances for potential credit losses, if required. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, if required, based on a history of past write-offs and collections and current credit considerations. The allowance for uncollectible accounts receivable totaled $0 at December 31, 2014 and $164,000 at 2013. The determination of the allowance for uncollectible accounts receivable includes a number of factors, including the age of the accounts, past experience with the accounts, changes in collection patterns and general industry conditions. | ||
As of December 31, 2014 and 2013, amounts owed from hotels accounted for approximately 62% and 66% of accounts receivable, respectively, amounts owed from the landlord at STK DC accounted for approximately 6% and 0%, respectively, and amounts owed from the landlord at STK Midtown accounted for approximately 0% and 11% of accounts receivable, respectively. | ||
Noncontrolling interest: | ||
Noncontrolling interest related to the Company’s ownership interests of less than 100% is reported as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest in the Company’s earnings is reported as net loss attributable to the noncontrolling interest in the consolidated statements of operations and comprehensive loss. | ||
Foreign currency translation: | ||
Assets and liabilities of foreign operations are translated into U.S. dollars at year end exchange rates and revenues and expenses are translated at average monthly exchange rates. Gains or losses resulting from the translation of foreign subsidiaries represent other comprehensive income (loss) and are accumulated as a separate component of stockholders’ equity. Currency transaction gains or losses are recorded as other income, net in the consolidated statements of operations and comprehensive loss and amounted to $(280,098) and $61,000 at December 31, 2014 and 2013. | ||
Accounts receivable: | ||
Accounts receivable is primarily comprised of normal business receivables such as credit card receivables, landlord contributions for construction, management and incentive fees and other reimbursable amounts due from hotel operators where the Company has a location, and are recorded when the products or services have been delivered or rendered at the invoiced amounts. | ||
Inventory: | ||
The Company’s inventory consists of food, liquor and other beverages and is valued at the lower of cost, on a first-in first-out basis, or market. | ||
Property and equipment: | ||
Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives as follows: | ||
Computer and equipment | 5-7 years | |
Furniture and fixtures | 5-7 years | |
Restaurant supplies are capitalized during initial year of operations. All supplies purchased subsequent are charged to operations as incurred. Leasehold improvements are amortized on the straight-line method over the lesser of the estimated useful life of the assets or the lease term. Costs of maintenance and repairs are charged to operations as incurred. Any major improvements and additions are capitalized. | ||
Impairment of long-lived assets: | ||
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing a review for impairment, the Company compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred, the loss would be recognized during that period. The impairment loss is calculated as the difference between the asset carrying values and the present value of estimated net cash flows or comparable market values. | ||
In 2013, management decided to close BBCLV and STKOUT Midtown due to continuing losses. During the fourth quarter of 2014, management determined that $391,000 of property and equipment of BBCLV and $77,000 of property and equipment of STKOUT Midtown was impaired at December 31, 2014 and no impairment was recognized during 2013. In 2014, management decided to close Tenjune due to continuing losses and no assets were impaired as a result of this closure. | ||
Deferred rent: | ||
Deferred rent represents the net amount of the excess of recognized rent expense over scheduled lease payments and recognized sublease rental income over sublease receipts. Deferred rent also includes the landlord’s contribution towards construction (lease incentive), that will be amortized over the lease term. For rent expense, the Company straight lines the expense. | ||
Pre-opening expenses: | ||
Costs of pre-opening activities are expensed as incurred. | ||
Revenue recognition: | ||
Revenue consists of restaurant sales, management, incentive and royalty fee revenues. The Company recognizes restaurant revenues when goods and services are provided. Revenue for management services (inclusive of incentive fees) are recognized when services are performed or earned and fees are earned. Royalty fees are recognized as revenue in the period the licensed restaurants’ revenues are earned. | ||
Deferred revenue: | ||
Deferred revenue represents gift certificates outstanding and deposits on parties. The Company recognizes this revenue when the gift certificates are redeemed and/or the parties are held. | ||
Taxes collected from customers: | ||
The Company accounts for sales taxes collected from customers on a net basis (excluded from revenues). | ||
Income taxes: | ||
The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the consolidated financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | ||
The Company accounts for income taxes in accordance with FASB ASC 740 “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. After an evaluation of the realizability of the Company’s deferred tax assets, the Company decreased its valuation allowance by $3.1 million during 2014. See Note 10, “Incomes Taxes,” for a further discussion of the Company’s provision for income taxes. | ||
The Company has no unrecognized tax benefits at December 31, 2014 and 2013. | ||
The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. | ||
Advertising: | ||
The Company expenses the cost of advertising and promotions as incurred. Advertising expense included in continuing operations amounted to $1.7 million and $1.5 million in 2014 and 2013, respectively. | ||
Stock-based compensation: | ||
Compensation cost of all share-based awards is measured at fair value on the date of grant and recognized as an expense, on a straight line basis, net of estimated forfeitures, over their respective vesting periods, net of estimated forfeitures. | ||
Comprehensive income (loss): | ||
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. The amount of other comprehensive income (loss) related to the foreign currency adjustment amounted to ($280,098) and $61,000 as of December 31, 2014 and 2013, respectively. | ||
Net (loss) income per share: | ||
Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. At December 31, 2014 and 2013, respectively, all equivalent shares underlying options and warrants were excluded from the calculation of diluted loss per share. The Company had a net loss per share as of December 31, 2013, and while the Company had a net income per share as of December 31, 2014, the exercise price of such options were out of the money and therefore equivalent shares would have an anti-dilutive effect. | ||
Recent accounting pronouncements | ||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force).” The amendments provide further guidance to the balance sheet presentation of unrecognized tax benefits when a net operating loss or similar tax loss carryforwards, or tax credit carryforwards exist. The amendments is effective for public entities for annual periods beginning after December 15, 2013. The adoption of this amendment did not have a material impact on the consolidated financial statements. | ||
In April 2014, the FASB ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial result. The amendments also require expanded disclosures concerning discontinued operations and disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting. The amendments in this ASU are effective prospectively for reporting periods beginning on or after December 15, 2014, with early adoption permitted. The Company is currently evaluating the impact of ASU 2014-08 on the consolidated financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). ASU 2014-09 addresses the reporting of revenue by most entities and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This update is effective in fiscal periods beginning after December 15, 2016. Early application is not permitted. The impact on our financial statements of adopting ASU 2014-09 is currently being assessed by management. | ||
In August 2014, the FASB issued ASU No. 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern. The update is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The impact on our financial statements of adopting ASU 2014-15 is currently being assessed by management. |
Inventory
Inventory | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory | Inventory: | |||||||
Inventory consists of the following: | ||||||||
At December 31, | ||||||||
2014 | 2013 | |||||||
Food | $ | 134,355 | $ | 79,773 | ||||
Beverages | 1,004,950 | 898,619 | ||||||
Totals | $ | 1,139,305 | $ | 978,392 | ||||
Property_and_equipment_net
Property and equipment, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and equipment, net | Property and equipment, net. | |||||||
Property and equipment, net consist of the following: | ||||||||
At December 31, | ||||||||
2014 | 2013 | |||||||
Furniture, fixtures and equipment | $ | 7,336,956 | $ | 6,382,710 | ||||
Leasehold improvements | 20,719,230 | 17,897,561 | ||||||
Less accumulated depreciation and amortization | 13,833,271 | 12,263,184 | ||||||
14,222,915 | 12,017,087 | |||||||
Construction in progress | 3,871,670 | 826,065 | ||||||
Restaurant supplies | 721,040 | 602,261 | ||||||
Totals | $ | 18,815,625 | $ | 13,445,413 | ||||
Depreciation and amortization related to property and equipment included in continuing operations amounted to $1,438,728 and $1,456,736 in the years ended December 31, 2014 and 2013, respectively. |
Accrued_expenses
Accrued expenses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities, Current [Abstract] | ||||||||
Accrued expenses | Accrued expenses: | |||||||
Accrued expenses consisted of the following: | ||||||||
At December 31, | ||||||||
2014 | 2013 | |||||||
Sales tax payable | $ | 168,172 | $ | 493,886 | ||||
Payroll and related | 435,259 | 498,228 | ||||||
Income taxes payable | 494,152 | — | ||||||
Termination costs | — | 1,375,341 | ||||||
Due to hotels | 200,000 | 200,000 | ||||||
Legal | 86,182 | — | ||||||
Other | 620,939 | 569,752 | ||||||
Totals | $ | 2,004,704 | $ | 3,137,207 | ||||
Notes_payable
Notes payable | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Notes payable | Notes payable: |
On October 1, 2009, ONE Group purchased the following membership units from a former member: 10.14% in JEC II, 6.55% in One Marks, 5.19% in Little West 12 th and 4.63% in One LA. The Company paid $400,000, of which $300,000 was paid in cash and $100,000 in the form of a note and issued warrants to purchase up to 10,090 membership units of the Company at an exercise price of $22.94 per membership unit which were cancelled in connection with the Merger. Commencing in December 2009, quarterly payments of principal and interest in the amount of $5,656 are to accrue at an interest at a rate of 5% through September 2014. At December 31, 2014 and December 31, 2013, $0 and $15,000 remained outstanding under this note, respectively. | |
On June 3, 2014 the Company entered into Amendment No. 3 to the Credit Agreement with BankUnited, N.A.(formerly Herald National Bank), dated October 31, 2011, as amended on January 24, 2013 and October 15, 2013 (as amended, the "Credit Agreement"), to adjust the commitment termination date to October 31, 2014 and the maturity date of the Credit Agreement to October 31, 2015. | |
On August 6, 2014, the Company entered into Amendment No. 4 and Addendum to the Credit Agreement with BankUnited to, among other things, increase its available borrowings under the Credit Agreement to $9.1 million, as well as update certain definitions, add additional subsidiaries as borrowers, remove the advance ratio covenant and add a debt service coverage ratio calculation. The covenant calculations were effective for the period ending December 31, 2014 and the Company was in compliance with all of the new covenants as of December 31, 2014. | |
On October 31, 2014, the Company entered into Amendment No. 5 and Addendum to the Credit Agreement with BankUnited to add one additional subsidiary as a borrower. | |
On December 17, 2014, the Company entered into a Term Loan Agreement with BankUnited in the amount of $7,475,000 maturing December 1, 2019 (the "Term Loan Agreement"). The Term Loan Agreement replaced the existing Credit Agreement which was terminated and the aggregate principal amount of the existing loans outstanding of $6,395,071 was converted into the Term Loan Agreement. Commencing on January 1, 2015, the Company will make sixty (60) consecutive monthly installments of $124,583 plus interest that will accrue at an annual rate of 5.0%. Our obligations under the Term Loan Agreement are secured by substantially all of our assets. | |
The Term Loan Agreement contains certain affirmative and negative covenants, including negative covenants that limit or restrict, among other things, liens and encumbrances, secured indebtedness, mergers, asset sales, investments, assumptions and guaranties of indebtedness of other persons, change in nature of operations, changes in fiscal year and other matters customarily restricted in such agreements. The financial covenants contained in the Term Loan Agreement require the Borrowers to maintain a certain adjusted tangible net worth and a debt service coverage ratio. | |
At December 31, 2014 $7,475,000 was outstanding under the Term Loan Agreement and at December 31, 2013 $4,316,865 was outstanding on the terminated Credit Agreement. | |
The Company was in compliance with all of its financial covenants under the Term Loan Agreement as of December 31, 2014 and the Company believes based on current projections that the Company will continue to comply with such covenants in 2015. | |
Interest expense recognized related to these notes amounted to $294,726 and $293,136 for the years ended December 31, 2014 and 2013, respectively. Capitalized interest amounted to $187,106 and $0 for the years ended December 31, 2014 and 2013, respectively. | |
As of December 31, 2014, the issued letters of credit in the total amount of approximately $1.5 million for our STK locations in Orlando, Florida, Chicago, Illinois and Westwood, California remain outstanding. |
Member_loans
Member loans | 12 Months Ended |
Dec. 31, 2014 | |
Member loans [Abstract] | |
Member loans | Member loans: |
In 2007, the Company entered into several demand loans with a member totaling $4,392,777 that accrue interest ranging from 6% to 12%. On February 27, 2009, $1,000,000 was converted to equity. In 2012, one of the notes for $500,000 was forgiven by the member in exchange for all of our membership interest in an investment in 408 W 15 Members LLC, an unrelated party, which was held by the Company. There was no gain or loss recognized in this exchange. In 2013, the Company entered into two demand loans with a member totaling $2,000,000. All outstanding principal and accrued interest as of October 16, 2013 was repaid in conjunction with the Merger. Interest expense recognized related to these member loans was $358,104 in 2013. | |
On December 9, 2011, TOG UK entered into two loan agreements with entities that are controlled by a member for funds up to £230,000 and £300,000. The loans were due on demand and are accruing interest at an interest rate of 8%. These notes, along with accrued interest, were repaid in conjunction with the Merger. Interest expense recognized related to these loans was $72,167 in 2013. |
Nonconsolidated_variable_inter
Nonconsolidated variable interest entities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Variable Interest Entity, Not Primary Beneficiary, Disclosures [Abstract] | ||||||||
Nonconsolidated variable interest entities | Nonconsolidated variable interest entities: | |||||||
Accounting principles generally accepted in the United States of America provide a framework for identifying variable interest entities (VIEs) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to direct the activities of the entity that most significantly impact its economic performance, or (3) has a group of equity owners that do not have the obligation to absorb losses of the entity or the right to receive returns of the entity. A VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE that is considered a variable interest (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. At December 31, 2014 and 2013, the Company held investments that were evaluated against the criteria for consolidation and determined that it is not the primary beneficiary of the investments because the Company lacks the power to direct the activities of the variable interest entities that most significantly impacts their economic performance. Therefore consolidation in the Company’s financial statements is not required. At December 31, 2014 and 2013, the Company held the following investments which are all accounted for under the equity method: | ||||||||
At December 31, | ||||||||
2014 | 2013 | |||||||
Bagatelle NY LA Investors, LLC (“Bagatelle Investors”) | $ | 357,896 | $ | 840,614 | ||||
Bagatelle Little West 12th, LLC ( “Bagatelle NY”) | 1,938,252 | 1,192,363 | ||||||
Bagatelle La Cienega, LLC (“Bagatelle LA”) | — | — | ||||||
One 29 Park, LLC | 506,295 | 506,295 | ||||||
Totals | $ | 2,802,443 | $ | 2,539,272 | ||||
Equity in income of investee companies | $ | 1,149,060 | $ | 948,852 | ||||
Bagatelle Investors is a holding company that has interests in two operating restaurant companies, Bagatelle NY and Bagatelle LA. All three entities were formed in 2011. The Company holds interests in all three entities. The Company holds a 31.24% ownership over Bagatelle Investors as of December 31, 2014 and 2013. The Company holds a 5.23% direct ownership over Bagatelle NY and has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 45.90% for a total effective ownership of 51.13% as of December 31, 2014 and 2013. The Company holds a 5.23% direct ownership over Bagatelle LA and has indirect ownership through Bagatelle Investors as well as one of its subsidiaries of 38.10% for a total effective ownership of 43.33% as of December 31, 2014 and 2013. The Company holds a 10% direct ownership over One29 Park as of December 31, 2014 and 2013. The Company accounts for its investment in One29 Park under the equity method since it has ability to exercise significant influence over the entity. | ||||||||
During the years ended December 31, 2014 and 2013, the Company provided no explicit or implicit financial or other support to these VIEs that were not previously contractually required. | ||||||||
The amounts presented above represent maximum exposure to loss. |
Related_party_transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions: |
Due from related parties consists of amounts related to the Company and its related entities which arose from noninterest bearing cash advances and are expected to be repaid within the next twelve months. As of December 31, 2014 and 2013, these advances amounted to $1,157,134 and $245,280, respectively. | |
The Company sub-leases office space to certain related parties, sub-lease income is netted against rent expense in the statement of operations and comprehensive income (loss). | |
The Company incurred $403,673 and $59,600 in 2014 and 2013, respectively, for design services at the various restaurants to an entity owned by one of the shareholders. | |
The Company incurred $552,012 and $1,161,000 in 2014 and 2013, respectively, for legal fees to an entity owned by one of the shareholders. Included in accounts payable at December 31, 2014 and 2013 is a balance due to this entity of approximately $70,125 and $416,700, respectively. | |
The Company incurred $4,817,360 and $1,825,400 in 2014 and 2013, respectively, for construction services to an entity owned by one of the Company’s employees. Included in accounts payable at December 31, 2014 and 2013 is a balance due to this entity of approximately $11,000 and $15,900, respectively. |
Income_taxes
Income taxes | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||
Income taxes | Income taxes: | |||||||||||||
The provision for income tax expense consists of the following: | ||||||||||||||
Year Ended | ||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||
Current tax expense: | ||||||||||||||
Federal | $ | 110,966 | $ | — | ||||||||||
State and local | 361,281 | 237,237 | ||||||||||||
Foreign | 258,731 | 165,000 | ||||||||||||
Total current tax expense | 730,978 | 402,237 | ||||||||||||
Deferred tax expense (benefit): | ||||||||||||||
Federal | (110,966 | ) | — | |||||||||||
State and local | 197,276 | 116,690 | ||||||||||||
Total deferred tax expense (benefit) | 86,310 | 116,690 | ||||||||||||
Total income tax expense | $ | 817,288 | $ | 518,927 | ||||||||||
The difference between the reported income tax expense and taxes determined by applying the applicable U.S. federal statutory income tax rate to (loss) income before taxes from continuing operations is reconciled as follows: | ||||||||||||||
Year ended | ||||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Income (loss) from continuing operations before | ||||||||||||||
Provision for income taxes | ||||||||||||||
Domestic | $ | 6,128,992 | $ | (16,323,206 | ) | |||||||||
Foreign | 1,220,924 | 1,101,614 | ||||||||||||
Total | $ | 7,349,916 | $ | (15,221,592 | ) | |||||||||
Year ended | ||||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Income tax expense at federal statutory rate | $ | 2,498,973 | 34 | % | $ | (5,433,527 | ) | 34 | % | |||||
State and local taxes – current | 238,445 | 3.3 | % | 165,427 | (0.9 | )% | ||||||||
State and local taxes – deferred | 351,459 | 4.8 | % | (1,818,068 | ) | 11.4 | % | |||||||
Transaction costs | 21,320 | 0.3 | % | 923,179 | (5.8 | )% | ||||||||
FICA tip credit | (654,968 | ) | 9 | % | — | — | % | |||||||
Foreign rate differential | (156,383 | ) | (2.14 | )% | — | — | % | |||||||
Nondeductible control premium | — | — | % | 1,700,000 | (10.6 | )% | ||||||||
Goodwill | — | — | % | (3,018,444 | ) | 18.9 | % | |||||||
Deferred tax from rate change from LLC to C corporation | 1,617,800 | 22.1 | % | (2,104,370 | ) | 13.2 | % | |||||||
Change in valuation allowance | (3,061,841 | ) | 41.9 | % | 10,249,612 | (64.1 | )% | |||||||
Other items, net | (37,517 | ) | 0.5 | % | (144,882 | ) | 0.8 | % | ||||||
Total income tax expense | $ | 817,288 | 11.2 | % | $ | 518,927 | (3.1 | )% | ||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. In 2014 the Company decreased its valuation allowance by $3.1 million, the decrease in the valuation allowance represents $2.5 million from continuing operations and $520,000 from discontinued operations at December 31, 2014. In 2013 the Company increased its valuation allowance by $10,300,000. | ||||||||||||||
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are presented below: | ||||||||||||||
Year ended | ||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||
Deferred tax assets: | ||||||||||||||
State and local net operating loss carryforwards | $ | — | $ | 1,042 | ||||||||||
Deferred rent liabilities | 2,441,728 | 787,362 | ||||||||||||
Lease incentives | 350,817 | 34,893 | ||||||||||||
Depreciation and amortization | — | 1,454,206 | ||||||||||||
Stock compensation | 249,690 | 23,329 | ||||||||||||
FICA tip credit carryforward | 767,816 | 126,010 | ||||||||||||
Net operating loss | 84,833 | 4,427 | ||||||||||||
Goodwill | 3,349,761 | 3,687,236 | ||||||||||||
Derivative expense | 2,622,848 | 4,239,900 | ||||||||||||
Restricted stock grant | — | 123,900 | ||||||||||||
Inventory | 4,904 | — | ||||||||||||
Total deferred tax assets | 9,872,397 | 10,482,305 | ||||||||||||
Deferred tax liabilities: | ||||||||||||||
Depreciation and amortization | (2,129,646 | ) | — | |||||||||||
Total deferred tax liabilities | (2,129,646 | ) | — | |||||||||||
Valuation allowance | (7,707,333 | ) | (10,249,611 | ) | ||||||||||
Net deferred tax assets | $ | 35,418 | $ | 232,694 | ||||||||||
The Company accounts for unrecognized tax benefits in accordance with the provisions of FASB guidance which, among other directives, requires uncertain tax positions to be recognized only if they are more likely than not to be upheld based on their technical merits. The measurement of the uncertain tax position is based on the largest benefit amount that is more likely than not (determined on a cumulative probability basis) to be realized upon settlement. The Company believes that its tax return positions are appropriate and supportable under relevant tax law. The Company believes the estimates and assumptions used to support its evaluation of tax benefit realization are reasonable. Accordingly, no adjustments have been made to the consolidated financial statements for the years ended December 31, 2014 and 2013. | ||||||||||||||
The Company may, from time to time, be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company receives an assessment for interest and penalties, it has been classified in the consolidated financial statements as income tax expense. The Company’s U.S. Federal, state and local income tax returns prior to fiscal year 2010 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s foreign income tax returns prior to fiscal year 2011 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. | ||||||||||||||
Undistributed earnings of the Company’s foreign subsidiaries are considered to be indefinitely reinvested and therefore, no provision for domestic taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to domestic income taxes, offset (in whole or in part) by foreign tax credits, related to income and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred domestic income tax liability is impracticable due to the complexities associated with its hypothetical calculation. | ||||||||||||||
As of December 31, 2014, the Company has a Federal and state net operating loss carryovers of $201,984. |
Derivative_liability
Derivative liability | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Derivative Liability [Abstract] | ||||||||
Derivative liability | Derivative liability: | |||||||
On October 16, 2013, the Merger provided for up to an additional $14,100,000 of payments to the former holders of ONE Group membership interests ("TOG Members") and to a liquidating trust ("Liquidating Trust"), established for the benefit of TOG Members and holders of warrants to acquire membership interests of ONE Group ("TOG Warrant Holders"), based on a formula as described in the Merger Agreement and which is contingent upon the exercise of outstanding Company warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share (the “Parent Warrants”). The Company is required to make any payments on a monthly basis. Additionally, certain ONE Group employees are entitled to receive a contingent sign-on bonus of an aggregate of approximately $900,000 upon the exercise of the Parent Warrants. Any Parent Warrants that are unexercised will expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Company’s Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on February 27, 2014. | ||||||||
The Company estimates the fair value of the derivative liability using the Monte Carlo method, which is comprised of the $14,100,000 in payments and the $900,000 in contingent sign-on bonus for a total of $15,000,000. The fair value of the derivative liability was initially measured on October 16, 2013 and is re-measured at the end of every reporting period with the change in value over the period reported in the statement of operations as derivative income or expense. In applying the Monte Carlo method, the Company uses the following key inputs and assumptions; the stock price on the valuation date, the exercise price of the warrants of $5.00, the trigger price of $6.25, the expected volatility which is based on an analysis of comparable companies historical stock price volatilities for a period comparable to the term of the warrants, the expected months until effective registration statement, the term based on the period from the valuation date until the two-year period following the expected date of the effective registration, the risk-free rate based on the rate of US treasury securities with the same term and the discount rate based on the aggregate of the expected short-term margin and the risk-free rate. | ||||||||
The following tables summarize the components of derivative liabilities: | ||||||||
31-Dec-14 | December 31, 2013 | |||||||
Fair value of derivative liability (3) | $ | 6,241,000 | $ | 10,095,000 | ||||
Significant assumptions (or ranges): | ||||||||
Trading market values (1) | $ | 4.85 | $ | 5.75 | ||||
Term (years) (2) | 1 year, 58 days | 2 years, 29 days | ||||||
Expected volatility (1) | 26.8 | % | 41.4 | % | ||||
Risk-free rate (2) | 0.32 | % | 0.38 | % | ||||
Discount rate (3) | 1.18 | % | 1.24 | % | ||||
Effective Exercise price (2) | $ | 5 | $ | 5 | ||||
Trigger price (2) | $ | 6.25 | $ | 6.25 | ||||
Expected months until effective registration (3) | 0 | 1 | ||||||
Fair value hierarchy: | ||||||||
-1 | Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived therefrom. | |||||||
-2 | Level 2 inputs are inputs other than quoted prices that are observable. | |||||||
-3 | Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. | |||||||
The Company recorded $3,854,000 of derivative income and $10,095,000 of derivative expense for the years ended December 31, 2014 and 2013, respectively. |
Commitments_and_contingencies
Commitments and contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Commitments and contingencies | Commitments and contingencies: | ||||||||||||
Operating leases: | |||||||||||||
The Company is obligated under several operating leases for the restaurants, equipment and office space, expiring in various years through 2035, which provide for minimum annual rentals, escalations, percentage rent, common area expenses or increases in real estate taxes. | |||||||||||||
Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to 2014 and thereafter are as follows: | |||||||||||||
Year Ending | Net | ||||||||||||
December 31, | Expense | Income | Amount | ||||||||||
2015 | $ | 6,095,963 | $ | (1,237,238 | ) | $ | 4,858,725 | ||||||
2016 | 7,313,292 | (1,279,269 | ) | 6,034,023 | |||||||||
2017 | 7,086,209 | (1,059,545 | ) | 6,026,664 | |||||||||
2018 | 7,209,596 | (1,079,640 | ) | 6,129,956 | |||||||||
2019 | 7,372,206 | (1,116,229 | ) | 6,255,977 | |||||||||
Thereafter | 89,522,104 | (3,084,946 | ) | 86,437,158 | |||||||||
Total | $ | 124,599,370 | $ | (8,856,867 | ) | $ | 115,742,503 | ||||||
In January 2010, STK Midtown entered into a lease agreement for a term of twenty years, which was subsequently amended, that provides for the landlord to contribute up to $1,036,900 towards construction. This amount is included in deferred rent and will be amortized over the lease term. As of December 31, 2014 and 2013, $0 and $153,332, respectively remains outstanding and is included in accounts receivable. | |||||||||||||
Rent expense (including percentage rent of $433,194 and $424,181), included in continued operations, amounted to $3,432,364 and $3,795,248 in 2014 and 2013, respectively. Rent expense included in continuing operations has been reported in the consolidated statements of operations and comprehensive loss net of rental income of $517,155 and $566,433 in 2014 and 2013, respectively, related to subleases with related and unrelated parties which expires through 2025. | |||||||||||||
The CEO of the Company is a limited personal guarantor of the leases for the STK Miami premises with respect to certain covenants under the lease relating to construction of the new premises and helping the landlord obtain a new liquor license for the premises in the event of termination of the lease. The CEO is a limited personal guarantor of the leases for the Bagatelle New York premises with respect to JEC II, LLC’s payment and performance under the lease. | |||||||||||||
License and management fees: | |||||||||||||
Pursuant to its amended and restated operating agreement executed in June 2007, Bridge is obligated to pay management fees equal to 2% of revenues to a member for the life of the lease. Management fees amounted to $81,380 and $79,120 in 2014 and 2013, respectively. Included in accounts payable at December 31, 2014 and 2013 are amounts due for management fees of $8,180 and $39,514, respectively. | |||||||||||||
Basement Manager, pursuant to its operating agreement, is obligated to pay management fees to the two managers of the nightclub. The Company terminated the management services for these two managers in February 2013. Management fees amounted to $0 and $60,989 in each of 2014 and 2013, respectively. | |||||||||||||
In January 2010, STK Vegas entered into a management agreement with a third party for a term of 10 years, with two five-year option periods. Under this agreement, STK Vegas shall receive a management fee equal to 5% of gross sales, as defined (“gross sales fee”) plus 20% of net profits prior to the investment breakeven point date and 43% of net profits thereafter (“incentive fee”). The Company has elected to receive a credit against a portion of its obligation (estimated at approximately $387,000) to fund the build-out in lieu of receiving the $200,000. Management fees amounted to $4,527,808 and $4,117,533 in 2014 and 2013, respectively. | |||||||||||||
In July 2009, One 29 Park Management entered into an agreement with a third party. Under this agreement, One 29 Park Management shall receive a management fee equal to 5% of gross revenues, as defined, from the restaurant, banquets, room service and rooftop sales and 50% of the base beverage fee, as defined, for the life of the management agreement which expires in 2025. Management fees amounted to $642,807 and $693,847 in 2014 and 2013, respectively. | |||||||||||||
In July 2010, Hip Hospitality UK entered into a management agreement with a third party to manage and operate the food and beverage operations in the Hippodrome Casino in London. Under this agreement, Hip Hospitality UK shall receive a management fee equal to 5.5% of total revenue, as defined, as well as an incentive fee if certain conditions are met, for the life of the management agreement which expires in 2022. Management fees amounted to $703,648 and $817,940 in 2014 and 2013, respectively. Included in accounts receivable at December 31, 2014 and 2013 are amounts due for management fees and reimbursable expenses of $377,320 and $790,511, respectively. | |||||||||||||
In December 2011, TOG Aldwych entered into a management agreement with a third party to operate a restaurant, bar and lounges in the ME Hotel in London. Under this agreement, TOG Aldwych shall receive a management fee equal to 5% of receipts received from food and beverages operations. In addition, TOG Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received from food and beverages operations and an additional fee equal to 65% of net operating profits, as defined, for the life of the management agreement which expires in 2032. Management fees, marketing fees and additional fees were waived in 2012. Management fees amounted to $2.2 and $1.2 million in 2014 and 2013, respectively. Included in accounts receivable at December 31, 2014 and 2013 are amounts due for management fees of $200,124 and $143,474, respectively. | |||||||||||||
In May 2013, CA Aldwych entered into a management agreement with a third party to operate a restaurant in the ME Hotel in London. Under this agreement, CA Aldwych shall receive a management fee equal to 5% of receipts received from food and beverages operations. In addition, CA Aldwych is entitled to receive a monthly marketing fee equal to 1.5% of receipts received from food and beverages operations. Management fees amounted to $149,710 and $209,914 in 2014 and 2013, respectively. Included in accounts receivable at December 31, 2014 and 2013 are amounts due for management fees of $57,675 and $22,312, respectively. | |||||||||||||
In May 2012, Heraea entered into a management agreement with a third party for a term of ten years, with two five-year option periods. Under this agreement, Heraea was to receive a management fee equal to 5% of gross revenues, as defined, and a profit share of gross operating profit, as defined. On May 30, 2014 the Company entered into a Termination, Mutual Release and Settlement Agreement to terminate the management agreement. The results of operations and estimated termination costs are included in Discontinued Operations. |
Retirement_plan
Retirement plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement plan | Retirement plan: |
Effective January 1, 2012, the Company maintains a profit-sharing plan covering all eligible employees in accordance with Section 401(k) of the Internal Revenue Code. The plan is funded by employee and employer contributions. Employer contributions to the plan are at the discretion of the Company. There were no employer contributions in 2014 and 2013. |
Outstanding_warrants
Outstanding warrants | 12 Months Ended |
Dec. 31, 2014 | |
Warrants and Rights Note Disclosure [Abstract] | |
Outstanding warrants | Outstanding warrants: |
Prior to the Merger, there were outstanding warrants to purchase 62,280 membership units of ONE Group at prices ranging from $22.94 to $32.00 per unit. The warrants became exercisable in 2009 through 2012 and expire at various dates through 2021. | |
In connection with the Merger, the warrants that were outstanding at October 16, 2013 were converted into shares of the Company at an exchange ratio of 8.09 and these shares were put into a liquidating trust that was established between members of ONE Group and a designated trustee (“Liquidating Trust”) in order to hold and distribute the trust’s assets. The Company issued warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share in connection with the Company’s initial public offering. These warrants became exercisable as of the effectiveness of the post-effective amendment on February 27, 2014 and will expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on the effective date. As a result of the effectiveness, holders of these warrants issued and outstanding may now exercise them and receive shares of common stock upon the payment of the related exercise price. |
Discontinued_operations
Discontinued operations | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Discontinued operations | Discontinued operations: | |||||||
Management decided to cease operations for the following entities: One Atlantic City (2012), STKOUT Midtown (2013), BBCLV (2013), Heraea (2013), Miami Services (2014) and Tenjune (2014). | ||||||||
The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's consolidated balance sheets as of December 31, 2014 and 2013. | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Cash and cash equivalents | $ | 1,312 | $ | — | ||||
Accounts receivable | 2,415 | 79,508 | ||||||
Inventory | 15,609 | — | ||||||
Prepaid expenses and other current assets | 48,340 | 146,785 | ||||||
Due from related parties | 814,227 | — | ||||||
Assets of discontinued operations - current | 881,903 | 226,293 | ||||||
Property and equipment, net | 169,175 | — | ||||||
Security deposits | 75,000 | — | ||||||
Assets of discontinued operations - long term | 244,175 | — | ||||||
Accounts payable and accrued liabilities | 551,266 | — | ||||||
Due to related parties | 3,654,552 | — | ||||||
Liabilities of discontinued operations - current | 4,205,818 | — | ||||||
Deferred rent payable | — | — | ||||||
Net assets | $ | (3,079,740 | ) | $ | 226,293 | |||
Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2014 and 2013: | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Revenue | $ | 102,330 | $ | 3,882,598 | ||||
Costs and expenses | 1,594,886 | 9,995,554 | ||||||
Net loss from discontinued operations, net of tax | $ | (1,492,556 | ) | $ | (6,112,956 | ) |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2014 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Litigation | Litigation: |
The Company is party to claims in lawsuits incidental to its business. In the opinion of management, the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or results of operations. |
Other_matters
Other matters | 12 Months Ended |
Dec. 31, 2014 | |
Other matters [Abstract] | |
Other matters | Other matters: |
In January 2012, STK Miami Services entered into an amendment to its services agreement with its landlord whereby STK Miami Services received $5,000,000 as consideration for including in the amendment, the option for the landlord, The Perry Hotel (currently rebranded as "1 Hotel & Homes"), to terminate the existing services agreement. | |
On June 19, 2014, The Perry Hotel exercised its option to terminate our services agreement to operate the food and beverage services for The Perry Hotel. In connection with this termination, The Perry Hotel made a one-time payment to the Company of $2.0 million on July 28, 2014. Pursuant to a transfer agreement between the Company and a minority shareholder of WSATOG (Miami), LLC dated October 23, 2013, the Company agreed to pay the minority shareholder 40% of any termination fees received by the Company in connection with The Perry Hotel. As a result of this transfer agreement, the Company received a net payment of $1.2 million from The Perry Hotel and $0.8 million was paid to the minority shareholder. | |
On December 10, 2014, STK Miami sustained significant water damage due to a ruptured sprinkler system which resulted in damages to the property and a delay in the re-opening of the venue of approximately two and one half months. On February 3, 2015 the Company received an advance of $250,000 in partial settlement of its insurance claims. The Company completed its initial estimates of losses and filed a claim with its insurance carrier in March 2015 of approximately $1.5 million, which includes claims of approximately $500,000 for property damages and approximately $1.0 million for expense reimbursement and business interruption. The Company continues to evaluate its estimates of damages and in the future may make adjustments to the claim. At December 31, 2014, the Company wrote-off approximately $500,000 of damaged leasehold improvements and recorded a gain on insurance recoveries as a direct off-set to the associated values of the damages written off, these amounts are included in other income and expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Stockholders_equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ equity: |
The Company is authorized by its amended and restated certificate of incorporation to issue up to 75,000,000 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2014 and 2013, there were 24,940,195 and 24,946,739 outstanding shares of Common Stock and no outstanding shares of preferred stock. | |
The Company issued warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share in connection with the Company’s initial public offering. These warrants became exercisable as of the effectiveness of the post-effective amendment on February 27, 2014 and will expire on the date that is the earlier of (i) February 27, 2016 or (ii) the forty-fifth (45th) day following the date that the Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on the effective date. As a result of the effectiveness, holders of these warrants issued and outstanding may now exercise them and receive shares of common stock upon the payment of the related exercise price. | |
Prior to the closing of the merger, there were 12,500,000 outstanding shares of Common Stock held by the Company’s initial stockholders. At the closing of the Merger, certain of the Company’s initial stockholders forfeited an aggregate of 3,375,000 shares of Common Stock back to the Company in accordance with their respective insider letter agreements. Subsequent to the forfeiture, there were 9,125,000 outstanding shares of Common Stock held by the Company’s initial stockholders. | |
At the closing of the Merger, the Company issued to the TOG Members and to the Liquidating Trust established for the benefit of TOG Members and TOG Warrant Owners an aggregate of 12,631,400 shares of the Company’s Common Stock and paid to such TOG Members an aggregate of $11,750,000 in cash (collectively, the “Merger Consideration”). As part of the Merger Consideration, the Company issued to Jonathan Segal, the former Managing Member of ONE Group and currently the Company's Chief Executive Officer and a Director, 1,000,000 shares of Common Stock as a control premium. The foregoing shares are in addition to the 7,680,666 shares issued to Mr. Segal and related entities in respect of his pro rata portion of shares of Common Stock issued to all TOG Members. Of the 12,631,400 shares of Common Stock issued as part of the Merger Consideration, 2,000,000 shares were deposited into an escrow account at Continental Stock Transfer & Trust Company, as escrow agent, to secure certain potential adjustments to the Merger Consideration and certain potential indemnification obligations. The escrow is expected to be released on April 16, 2015. | |
At the closing of the Merger, the Company issued 59,000 shares of restricted stock to the directors as a bonus in consideration of services provided in connection with the Merger. | |
In connection with the closing of the Merger, the Company completed a private placement of 3,131,339 shares of Common Stock at a purchase price of $5.00 per share to purchasers that included some of the Company’s existing shareholders, realizing gross proceeds of $15,656,695. | |
On October 23, 2013 the Company purchased the remaining 40% interest in WSATOG for $1,800,000. During 2013, the Company also purchased the remaining 27% interest in Midtown Holdings for $3,834,000. Professional fees associated with these transactions amounted to approximately $28,000. As of December 31, 2014, the Company has a 100% interest in both of these entities. At December 31, 2014 and 2013, the total amount related to the purchase of minority interest was $75,000 and $5,662,000, respectively. |
Stockbased_compensation
Stock-based compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-based compensation | Stock-based compensation: | ||||||||||||
In October 2013, the board of directors approved the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”) pursuant to which the Company may issue options, warrants, restricted stock or other stock-based awards to directors, officers, key employees and other key individuals performing services for the Company. The 2013 Plan has reserved 4,773,992 shares of common stock for issuance. All awards will be approved by the board of directors or a committee of the board of directors to be established for such purpose. | |||||||||||||
The Company’s outstanding stock options have maximum contractual terms of up to ten years, principally vest on a quarterly basis ratably over five years and were granted at exercise prices equal to the market price of the Company’s common stock on the date of grant. The Company’s outstanding stock options are exercisable into shares of the Company’s common stock. The Company measures the cost of employee services received in exchange for an award of equity instruments, including grants of employee stock options and restricted stock awards, based on the fair value of the award at the date of grant in accordance with the modified prospective method. The Company uses the Black-Scholes model for purposes of determining the fair value of stock options granted and recognizes compensation costs ratably over the requisite service period, net of estimated forfeitures. For restricted stock awards, the grant-date fair value is the quoted market price of the stock. | |||||||||||||
In October 2013, in connection with their employment agreements, Messrs. Segal and Goldfinger were granted options to purchase 1,022,104 and 511,052, shares, respectively, of common stock at an exercise price of $5.00 per share. Of these options, 50% vest over time and 50% will vest based on the achievement of targeted annual milestones which have been set by the board of directors. | |||||||||||||
In December 2013, the directors were granted 59,000 shares of restricted stock. There were no grants of restricted stock in 2014. | |||||||||||||
During 2014, the Company granted the following options: | |||||||||||||
Date | Number of shares | Exercise price | |||||||||||
February | 200,000 | $6.00 | |||||||||||
June | 690,000 | $4.85 | |||||||||||
August | 275,000 | $5.00 | |||||||||||
November | 115,000 | $4.90 | |||||||||||
For the years ended December 31, 2014 and 2013 the Company recognized $538,954 and $350,540 of non-cash stock-based compensation expense in general and administrative expense in the consolidated statements of operations and comprehensive income (loss). Included in stock based compensation for the year ended December 31, 2013 is $295,000 of restricted stock granted to directors which immediately vested in December 2013. | |||||||||||||
As of December 31, 2014 and 2013, there was approximately $4,599,185 and $2,612,144 of total unrecognized compensation cost related to unvested share-based compensation grants, which is expected to be amortized over a weighted-average period of 4.51 years. | |||||||||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following weighted-average assumptions: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Expected life (in years) | 6.5 | 6.5 | |||||||||||
Risk-free interest rate | 1.41 | % | 1.41 | % | |||||||||
Volatility | 37 | % | 32 | % | |||||||||
Dividend yield | 0 | % | — | % | |||||||||
A summary of the status of stock option awards and changes during the year ended December 31, 2014 are presented below: | |||||||||||||
Shares | Weighted | Weighted | Intrinsic | ||||||||||
Average | Average | Value | |||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Life (Years) | |||||||||||||
Outstanding at December 31, 2013 | 766,578 | $ | 5 | ||||||||||
2014 Grants | 1,280,000 | $ | 5.07 | ||||||||||
Exercised | — | $ | — | ||||||||||
Cancelled, expired, or forfeited | (22,500 | ) | $ | 4.9 | |||||||||
Outstanding at December 31, 2014 | 2,024,078 | $ | 5.05 | 9.2 | $ | — | |||||||
Exercisable at December 31, 2014 | 322,878 | $ | 5.08 | 9.2 | $ | — | |||||||
The weighted-average grant-date fair value of option awards granted during the years ended December 31, 2014 and 2013 was $1.88 and $1.74, respectively. The fair value of options vested at December 31, 2014 and 2013 was $266,769 and $0, respectively. |
Segment_reporting
Segment reporting | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment reporting | Segment reporting: | |||||||
The Company operates in three segments: owned STK units ("STKs"), food and beverage hospitality management agreements ("F&B") and Other concepts ("Other"). We believe STKs, F&B and Other to be our reportable segments as they do not have similar economic or other characteristics to be aggregated into a single reportable segment. Our STKs segment consists of leased restaurant locations and competes in the full service dining industry. Our F&B segment consists of management agreements in which the Company operates the food and beverage services in hotels or casinos and could include an STK, which we refer to as managed STK units. We refer to owned STK units and managed STK units together as “STK units.” These management agreements generate management and incentive fees on net revenue at each location. Our Other segment includes owned non-STK leased locations. | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Revenues: | ||||||||
STKs | $ | 38,644,993 | $ | 35,820,303 | ||||
F&B | 8,823,318 | 7,336,628 | ||||||
Other | 1,854,597 | 747,982 | ||||||
$ | 49,322,908 | $ | 43,904,913 | |||||
Segment Profits: | ||||||||
STKs | $ | 5,433,261 | $ | 4,742,590 | ||||
F&B | 8,823,318 | 7,336,628 | ||||||
Other | 295,972 | (272,169 | ) | |||||
Total segment profit | 14,552,551 | 11,807,049 | ||||||
General and Administrative | 8,687,490 | 10,777,805 | ||||||
Depreciation and amortization | 1,438,728 | 1,456,736 | ||||||
Interest expense, net of interest income | 75,771 | 768,152 | ||||||
Equity in income of investee companies | (1,149,060 | ) | (948,852 | ) | ||||
Other | (1,850,294 | ) | 14,974,800 | |||||
Income from continuing operations before provision for income taxes | $ | 7,349,916 | $ | (15,221,592 | ) | |||
Other non-current assets | ||||||||
STKs | $ | 17,456,993 | 11,893,554 | |||||
F&B | 229,771 | $ | 145,364 | |||||
Other | 1,128,861 | 1,406,495 | ||||||
Total | $ | 18,815,625 | $ | 13,445,413 | ||||
Geographic_information
Geographic information | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Segments, Geographical Areas [Abstract] | ||||||||
Geographic information | Geographic information: | |||||||
The following table contains certain financial information by geographic location for the years ended December 31, 2014 and 2013: | ||||||||
Years ended December 31, | ||||||||
United States: | 2014 | 2013 | ||||||
Revenues – owned units | $ | 40,499,590 | $ | 36,568,285 | ||||
Management, incentive and royalty fee revenue | 5,378,028 | 4,979,190 | ||||||
Assets | 10,777,015 | 7,572,058 | ||||||
United Kingdom: | ||||||||
Revenues – owned units | $ | — | $ | — | ||||
Management and development fee revenue | 3,445,290 | 2,357,438 | ||||||
Assets | 1,695,688 | 654,579 | ||||||
Subsequent_events
Subsequent events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events: |
On March 13, 2015, the Company re-opened its STK Miami restaurant in the new 1 Hotel & Homes (formerly known as The Perry Hotel) building located in Miami Beach, Florida. |
Business_and_summary_of_signif1
Business and summary of significant accounting policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Principles of consolidation | Principles of consolidation: | |
The accompanying consolidated financial statements of The ONE Group Hospitality, Inc. and subsidiaries include the accounts of ONE Group and its subsidiaries, Little West 12th LLC (“Little West 12th” ), One-LA, L.P. (“One LA”), Bridge Hospitality, LLC (“Bridge”), STK-LA, LLC (“STK-LA”), WSATOG (Miami), LLC (“WSATOG”), STK Miami Service, LLC (“Miami Services”), STK Miami, LLC (“STK Miami”), Basement Manager, LLC (“Basement Manager”), JEC II, LLC (“JEC II”), One TCI Ltd. (“One TCI”), One Marks, LLC (“One Marks”), MPD Space Events LLC (“MPD”), One 29 Park Management, LLC (“One 29 Park Management”), STK Midtown Holdings, LLC (“Midtown Holdings”), STK Midtown, LLC (“STK Midtown”), STKOUT Midtown, LLC (“STKOUT Midtown”), STK Atlanta, LLC (“STK Atlanta”), STK-Las Vegas, LLC (“STK Vegas”), One Atlantic City, LLC (“One Atlantic City”), Asellina Marks LLC (“Asellina Marks”), Heraea Vegas, LLC (“Heraea”), Xi Shi Las Vegas, LLC (“Xi Shi Las Vegas”), T.O.G. (UK) Limited (“TOG UK”), Hip Hospitality Limited (“Hip Hospitality UK”), T.O.G. (Aldwych) Limited (“TOG Aldwych”), CA Aldwych Limited (“CA Aldwych"), T.O.G. (Milan) S.r.l. ("TOG Milan"), BBCLV, LLC (“BBCLV”), STK DC, LLC (“STK DC”), STK Orlando, LLC ("STK Orlando"), STK Chicago, LLC ("STK Chicago"), TOG Biscayne, LLC ("TOG Biscayne"), STK Westwood, LLC ("STK Westwood") and STK Denver, LLC ("STK Denver"). The entities are collectively referred to herein as the “Company” or “Companies,” as appropriate, and are consolidated on the basis of common ownership and control. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Use of estimates | Use of estimates: | |
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | ||
Investments | Investments: | |
Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s consolidated balance sheets and statements of operations and comprehensive (loss) income; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in loss of Investee companies” in the consolidated statements of operations and comprehensive loss. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investments” in the Company’s consolidated balance sheets. | ||
When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. See Note 8 for names of entities accounted for under the equity method. | ||
Fair value of financial instruments | Fair value of financial instruments: | |
The carrying amounts of cash, receivables, accounts payable and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair value of the term loan approximates fair value since the terms of the loan have been recently negotiated. | ||
Cash and cash equivalents | Cash and cash equivalents: | |
The Company’s cash and cash equivalents are defined as cash and short-term highly liquid investments with an original maturity of three months or less from the date of purchase. The Company’s cash and cash equivalents consist of cash in banks as of December 31, 2014 and 2013. | ||
Concentrations of credit risk | Concentrations of credit risk: | |
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and accounts receivable, which include credit card receivables. At times, the Company’s cash may exceed federally insured limits. At December 31, 2014 and 2013, the Company has cash balances in excess of federally insured limits in the amount of approximately $6,484,314 and $11,147,927, respectively. Concentrations of credit risk with respect to credit card receivables are limited. Credit card receivables are anticipated to be collected within three business days of the transaction. | ||
The Company closely monitors the extension of credit to its noncredit card customers while maintaining allowances for potential credit losses, if required. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, if required, based on a history of past write-offs and collections and current credit considerations. The allowance for uncollectible accounts receivable totaled $0 at December 31, 2014 and $164,000 at 2013. The determination of the allowance for uncollectible accounts receivable includes a number of factors, including the age of the accounts, past experience with the accounts, changes in collection patterns and general industry conditions. | ||
As of December 31, 2014 and 2013, amounts owed from hotels accounted for approximately 62% and 66% of accounts receivable, respectively, amounts owed from the landlord at STK DC accounted for approximately 6% and 0%, respectively, and amounts owed from the landlord at STK Midtown accounted for approximately 0% and 11% of accounts receivable, respectively. | ||
Noncontrolling interest | Noncontrolling interest: | |
Noncontrolling interest related to the Company’s ownership interests of less than 100% is reported as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest in the Company’s earnings is reported as net loss attributable to the noncontrolling interest in the consolidated statements of operations and comprehensive loss. | ||
Foreign currency translation | Foreign currency translation: | |
Assets and liabilities of foreign operations are translated into U.S. dollars at year end exchange rates and revenues and expenses are translated at average monthly exchange rates. Gains or losses resulting from the translation of foreign subsidiaries represent other comprehensive income (loss) and are accumulated as a separate component of stockholders’ equity. Currency transaction gains or losses are recorded as other income, net in the consolidated statements of operations and comprehensive loss and amounted to $(280,098) and $61,000 at December 31, 2014 and 2013. | ||
Accounts receivable | Accounts receivable: | |
Accounts receivable is primarily comprised of normal business receivables such as credit card receivables, landlord contributions for construction, management and incentive fees and other reimbursable amounts due from hotel operators where the Company has a location, and are recorded when the products or services have been delivered or rendered at the invoiced amounts. | ||
Inventory | Inventory: | |
The Company’s inventory consists of food, liquor and other beverages and is valued at the lower of cost, on a first-in first-out basis, or market. | ||
Property and equipment | Property and equipment: | |
Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives as follows: | ||
Computer and equipment | 5-7 years | |
Furniture and fixtures | 5-7 years | |
Restaurant supplies are capitalized during initial year of operations. All supplies purchased subsequent are charged to operations as incurred. Leasehold improvements are amortized on the straight-line method over the lesser of the estimated useful life of the assets or the lease term. Costs of maintenance and repairs are charged to operations as incurred. Any major improvements and additions are capitalized. | ||
Impairment of long-lived assets | Impairment of long-lived assets: | |
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing a review for impairment, the Company compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred, the loss would be recognized during that period. The impairment loss is calculated as the difference between the asset carrying values and the present value of estimated net cash flows or comparable market values. | ||
In 2013, management decided to close BBCLV and STKOUT Midtown due to continuing losses. During the fourth quarter of 2014, management determined that $391,000 of property and equipment of BBCLV and $77,000 of property and equipment of STKOUT Midtown was impaired at December 31, 2014 and no impairment was recognized during 2013. In 2014, management decided to close Tenjune due to continuing losses and no assets were impaired as a result of this closure. | ||
Deferred rent | Deferred rent: | |
Deferred rent represents the net amount of the excess of recognized rent expense over scheduled lease payments and recognized sublease rental income over sublease receipts. Deferred rent also includes the landlord’s contribution towards construction (lease incentive), that will be amortized over the lease term. For rent expense, the Company straight lines the expense. | ||
Pre-opening expenses | Pre-opening expenses: | |
Costs of pre-opening activities are expensed as incurred. | ||
Revenue recognition | Revenue recognition: | |
Revenue consists of restaurant sales, management, incentive and royalty fee revenues. The Company recognizes restaurant revenues when goods and services are provided. Revenue for management services (inclusive of incentive fees) are recognized when services are performed or earned and fees are earned. Royalty fees are recognized as revenue in the period the licensed restaurants’ revenues are earned. | ||
Deferred revenue | Deferred revenue: | |
Deferred revenue represents gift certificates outstanding and deposits on parties. The Company recognizes this revenue when the gift certificates are redeemed and/or the parties are held. | ||
Taxes collected from customers | Taxes collected from customers: | |
The Company accounts for sales taxes collected from customers on a net basis (excluded from revenues). | ||
Income taxes | Income taxes: | |
The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the consolidated financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | ||
The Company accounts for income taxes in accordance with FASB ASC 740 “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. After an evaluation of the realizability of the Company’s deferred tax assets, the Company decreased its valuation allowance by $3.1 million during 2014. See Note 10, “Incomes Taxes,” for a further discussion of the Company’s provision for income taxes. | ||
The Company has no unrecognized tax benefits at December 31, 2014 and 2013. | ||
The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. | ||
Advertising | Advertising: | |
The Company expenses the cost of advertising and promotions as incurred. Advertising expense included in continuing operations amounted to $1.7 million and $1.5 million in 2014 and 2013, respectively. | ||
Stock-based compensation | Stock-based compensation: | |
Compensation cost of all share-based awards is measured at fair value on the date of grant and recognized as an expense, on a straight line basis, net of estimated forfeitures, over their respective vesting periods, net of estimated forfeitures. | ||
Comprehensive income (loss) | Comprehensive income (loss): | |
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments. The amount of other comprehensive income (loss) related to the foreign currency adjustment amounted to ($280,098) and $61,000 as of December 31, 2014 and 2013, respectively. | ||
Net (loss) income per share | Net (loss) income per share: | |
Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options and warrants. At December 31, 2014 and 2013, respectively, all equivalent shares underlying options and warrants were excluded from the calculation of diluted loss per share. The Company had a net loss per share as of December 31, 2013, and while the Company had a net income per share as of December 31, 2014, the exercise price of such options were out of the money and therefore equivalent shares would have an anti-dilutive effect. | ||
Recent accounting pronouncements | Recent accounting pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force).” The amendments provide further guidance to the balance sheet presentation of unrecognized tax benefits when a net operating loss or similar tax loss carryforwards, or tax credit carryforwards exist. The amendments is effective for public entities for annual periods beginning after December 15, 2013. The adoption of this amendment did not have a material impact on the consolidated financial statements. | ||
In April 2014, the FASB ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial result. The amendments also require expanded disclosures concerning discontinued operations and disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting. The amendments in this ASU are effective prospectively for reporting periods beginning on or after December 15, 2014, with early adoption permitted. The Company is currently evaluating the impact of ASU 2014-08 on the consolidated financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). ASU 2014-09 addresses the reporting of revenue by most entities and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This update is effective in fiscal periods beginning after December 15, 2016. Early application is not permitted. The impact on our financial statements of adopting ASU 2014-09 is currently being assessed by management. | ||
In August 2014, the FASB issued ASU No. 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern. The update is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The impact on our financial statements of adopting ASU 2014-15 is currently being assessed by management. |
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory | Inventory consists of the following: | |||||||
At December 31, | ||||||||
2014 | 2013 | |||||||
Food | $ | 134,355 | $ | 79,773 | ||||
Beverages | 1,004,950 | 898,619 | ||||||
Totals | $ | 1,139,305 | $ | 978,392 | ||||
Property_and_equipment_net_Tab
Property and equipment, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | Property and equipment, net consist of the following: | |||||||
At December 31, | ||||||||
2014 | 2013 | |||||||
Furniture, fixtures and equipment | $ | 7,336,956 | $ | 6,382,710 | ||||
Leasehold improvements | 20,719,230 | 17,897,561 | ||||||
Less accumulated depreciation and amortization | 13,833,271 | 12,263,184 | ||||||
14,222,915 | 12,017,087 | |||||||
Construction in progress | 3,871,670 | 826,065 | ||||||
Restaurant supplies | 721,040 | 602,261 | ||||||
Totals | $ | 18,815,625 | $ | 13,445,413 | ||||
Accrued_expenses_Tables
Accrued expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities, Current [Abstract] | ||||||||
Schedule of Accrued Expenses | Accrued expenses consisted of the following: | |||||||
At December 31, | ||||||||
2014 | 2013 | |||||||
Sales tax payable | $ | 168,172 | $ | 493,886 | ||||
Payroll and related | 435,259 | 498,228 | ||||||
Income taxes payable | 494,152 | — | ||||||
Termination costs | — | 1,375,341 | ||||||
Due to hotels | 200,000 | 200,000 | ||||||
Legal | 86,182 | — | ||||||
Other | 620,939 | 569,752 | ||||||
Totals | $ | 2,004,704 | $ | 3,137,207 | ||||
Nonconsolidated_variable_inter1
Nonconsolidated variable interest entities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Variable Interest Entity, Not Primary Beneficiary, Disclosures [Abstract] | ||||||||
Schedule of Nonconsolidated Variable Interest Entities | At December 31, 2014 and 2013, the Company held the following investments which are all accounted for under the equity method: | |||||||
At December 31, | ||||||||
2014 | 2013 | |||||||
Bagatelle NY LA Investors, LLC (“Bagatelle Investors”) | $ | 357,896 | $ | 840,614 | ||||
Bagatelle Little West 12th, LLC ( “Bagatelle NY”) | 1,938,252 | 1,192,363 | ||||||
Bagatelle La Cienega, LLC (“Bagatelle LA”) | — | — | ||||||
One 29 Park, LLC | 506,295 | 506,295 | ||||||
Totals | $ | 2,802,443 | $ | 2,539,272 | ||||
Equity in income of investee companies | $ | 1,149,060 | $ | 948,852 | ||||
Income_taxes_Tables
Income taxes (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||
Schedule of the Provision for Income Taxes | The provision for income tax expense consists of the following: | |||||||||||||
Year Ended | ||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||
Current tax expense: | ||||||||||||||
Federal | $ | 110,966 | $ | — | ||||||||||
State and local | 361,281 | 237,237 | ||||||||||||
Foreign | 258,731 | 165,000 | ||||||||||||
Total current tax expense | 730,978 | 402,237 | ||||||||||||
Deferred tax expense (benefit): | ||||||||||||||
Federal | (110,966 | ) | — | |||||||||||
State and local | 197,276 | 116,690 | ||||||||||||
Total deferred tax expense (benefit) | 86,310 | 116,690 | ||||||||||||
Total income tax expense | $ | 817,288 | $ | 518,927 | ||||||||||
Schedule of Components of Income (Loss) before Income Taxes | The difference between the reported income tax expense and taxes determined by applying the applicable U.S. federal statutory income tax rate to (loss) income before taxes from continuing operations is reconciled as follows: | |||||||||||||
Year ended | ||||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Income (loss) from continuing operations before | ||||||||||||||
Provision for income taxes | ||||||||||||||
Domestic | $ | 6,128,992 | $ | (16,323,206 | ) | |||||||||
Foreign | 1,220,924 | 1,101,614 | ||||||||||||
Total | $ | 7,349,916 | $ | (15,221,592 | ) | |||||||||
Schedule of the Reconciliation Between the Effective Tax Rate and the Statutory Tax Rate | ||||||||||||||
Year ended | ||||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
Income tax expense at federal statutory rate | $ | 2,498,973 | 34 | % | $ | (5,433,527 | ) | 34 | % | |||||
State and local taxes – current | 238,445 | 3.3 | % | 165,427 | (0.9 | )% | ||||||||
State and local taxes – deferred | 351,459 | 4.8 | % | (1,818,068 | ) | 11.4 | % | |||||||
Transaction costs | 21,320 | 0.3 | % | 923,179 | (5.8 | )% | ||||||||
FICA tip credit | (654,968 | ) | 9 | % | — | — | % | |||||||
Foreign rate differential | (156,383 | ) | (2.14 | )% | — | — | % | |||||||
Nondeductible control premium | — | — | % | 1,700,000 | (10.6 | )% | ||||||||
Goodwill | — | — | % | (3,018,444 | ) | 18.9 | % | |||||||
Deferred tax from rate change from LLC to C corporation | 1,617,800 | 22.1 | % | (2,104,370 | ) | 13.2 | % | |||||||
Change in valuation allowance | (3,061,841 | ) | 41.9 | % | 10,249,612 | (64.1 | )% | |||||||
Other items, net | (37,517 | ) | 0.5 | % | (144,882 | ) | 0.8 | % | ||||||
Total income tax expense | $ | 817,288 | 11.2 | % | $ | 518,927 | (3.1 | )% | ||||||
Schedule of the Components of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are presented below: | |||||||||||||
Year ended | ||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||
Deferred tax assets: | ||||||||||||||
State and local net operating loss carryforwards | $ | — | $ | 1,042 | ||||||||||
Deferred rent liabilities | 2,441,728 | 787,362 | ||||||||||||
Lease incentives | 350,817 | 34,893 | ||||||||||||
Depreciation and amortization | — | 1,454,206 | ||||||||||||
Stock compensation | 249,690 | 23,329 | ||||||||||||
FICA tip credit carryforward | 767,816 | 126,010 | ||||||||||||
Net operating loss | 84,833 | 4,427 | ||||||||||||
Goodwill | 3,349,761 | 3,687,236 | ||||||||||||
Derivative expense | 2,622,848 | 4,239,900 | ||||||||||||
Restricted stock grant | — | 123,900 | ||||||||||||
Inventory | 4,904 | — | ||||||||||||
Total deferred tax assets | 9,872,397 | 10,482,305 | ||||||||||||
Deferred tax liabilities: | ||||||||||||||
Depreciation and amortization | (2,129,646 | ) | — | |||||||||||
Total deferred tax liabilities | (2,129,646 | ) | — | |||||||||||
Valuation allowance | (7,707,333 | ) | (10,249,611 | ) | ||||||||||
Net deferred tax assets | $ | 35,418 | $ | 232,694 | ||||||||||
Derivative_liability_Tables
Derivative liability (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Derivative Liability [Abstract] | ||||||||
Schedule of Components of Derivative Liabilities | The following tables summarize the components of derivative liabilities: | |||||||
31-Dec-14 | December 31, 2013 | |||||||
Fair value of derivative liability (3) | $ | 6,241,000 | $ | 10,095,000 | ||||
Significant assumptions (or ranges): | ||||||||
Trading market values (1) | $ | 4.85 | $ | 5.75 | ||||
Term (years) (2) | 1 year, 58 days | 2 years, 29 days | ||||||
Expected volatility (1) | 26.8 | % | 41.4 | % | ||||
Risk-free rate (2) | 0.32 | % | 0.38 | % | ||||
Discount rate (3) | 1.18 | % | 1.24 | % | ||||
Effective Exercise price (2) | $ | 5 | $ | 5 | ||||
Trigger price (2) | $ | 6.25 | $ | 6.25 | ||||
Expected months until effective registration (3) | 0 | 1 | ||||||
Fair value hierarchy: | ||||||||
-1 | Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived therefrom. | |||||||
-2 | Level 2 inputs are inputs other than quoted prices that are observable. | |||||||
-3 | Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. |
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Schedule of Future Minimum Rental Payments | Future minimum rental commitments under the leases and minimum future rental income per the sublease in five years subsequent to 2014 and thereafter are as follows: | ||||||||||||
Year Ending | Net | ||||||||||||
December 31, | Expense | Income | Amount | ||||||||||
2015 | $ | 6,095,963 | $ | (1,237,238 | ) | $ | 4,858,725 | ||||||
2016 | 7,313,292 | (1,279,269 | ) | 6,034,023 | |||||||||
2017 | 7,086,209 | (1,059,545 | ) | 6,026,664 | |||||||||
2018 | 7,209,596 | (1,079,640 | ) | 6,129,956 | |||||||||
2019 | 7,372,206 | (1,116,229 | ) | 6,255,977 | |||||||||
Thereafter | 89,522,104 | (3,084,946 | ) | 86,437,158 | |||||||||
Total | $ | 124,599,370 | $ | (8,856,867 | ) | $ | 115,742,503 | ||||||
Discontinued_operations_Tables
Discontinued operations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Schedule of Discontinued Operations | The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's consolidated balance sheets as of December 31, 2014 and 2013. | |||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Cash and cash equivalents | $ | 1,312 | $ | — | ||||
Accounts receivable | 2,415 | 79,508 | ||||||
Inventory | 15,609 | — | ||||||
Prepaid expenses and other current assets | 48,340 | 146,785 | ||||||
Due from related parties | 814,227 | — | ||||||
Assets of discontinued operations - current | 881,903 | 226,293 | ||||||
Property and equipment, net | 169,175 | — | ||||||
Security deposits | 75,000 | — | ||||||
Assets of discontinued operations - long term | 244,175 | — | ||||||
Accounts payable and accrued liabilities | 551,266 | — | ||||||
Due to related parties | 3,654,552 | — | ||||||
Liabilities of discontinued operations - current | 4,205,818 | — | ||||||
Deferred rent payable | — | — | ||||||
Net assets | $ | (3,079,740 | ) | $ | 226,293 | |||
Summarized operating results related to these entities are included in discontinued operations in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2014 and 2013: | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Revenue | $ | 102,330 | $ | 3,882,598 | ||||
Costs and expenses | 1,594,886 | 9,995,554 | ||||||
Net loss from discontinued operations, net of tax | $ | (1,492,556 | ) | $ | (6,112,956 | ) |
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Stock Option Grants | During 2014, the Company granted the following options: | ||||||||||||
Date | Number of shares | Exercise price | |||||||||||
February | 200,000 | $6.00 | |||||||||||
June | 690,000 | $4.85 | |||||||||||
August | 275,000 | $5.00 | |||||||||||
November | 115,000 | $4.90 | |||||||||||
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Award Using Black-Scholes Valuation Model | The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following weighted-average assumptions: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Expected life (in years) | 6.5 | 6.5 | |||||||||||
Risk-free interest rate | 1.41 | % | 1.41 | % | |||||||||
Volatility | 37 | % | 32 | % | |||||||||
Dividend yield | 0 | % | — | % | |||||||||
Summary of Stock Option Activity Under Stock Option and Incentive Plans | A summary of the status of stock option awards and changes during the year ended December 31, 2014 are presented below: | ||||||||||||
Shares | Weighted | Weighted | Intrinsic | ||||||||||
Average | Average | Value | |||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Life (Years) | |||||||||||||
Outstanding at December 31, 2013 | 766,578 | $ | 5 | ||||||||||
2014 Grants | 1,280,000 | $ | 5.07 | ||||||||||
Exercised | — | $ | — | ||||||||||
Cancelled, expired, or forfeited | (22,500 | ) | $ | 4.9 | |||||||||
Outstanding at December 31, 2014 | 2,024,078 | $ | 5.05 | 9.2 | $ | — | |||||||
Exercisable at December 31, 2014 | 322,878 | $ | 5.08 | 9.2 | $ | — | |||||||
Segment_reporting_Tables
Segment reporting (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of Segment Reporting Information, by Segment | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Revenues: | ||||||||
STKs | $ | 38,644,993 | $ | 35,820,303 | ||||
F&B | 8,823,318 | 7,336,628 | ||||||
Other | 1,854,597 | 747,982 | ||||||
$ | 49,322,908 | $ | 43,904,913 | |||||
Segment Profits: | ||||||||
STKs | $ | 5,433,261 | $ | 4,742,590 | ||||
F&B | 8,823,318 | 7,336,628 | ||||||
Other | 295,972 | (272,169 | ) | |||||
Total segment profit | 14,552,551 | 11,807,049 | ||||||
General and Administrative | 8,687,490 | 10,777,805 | ||||||
Depreciation and amortization | 1,438,728 | 1,456,736 | ||||||
Interest expense, net of interest income | 75,771 | 768,152 | ||||||
Equity in income of investee companies | (1,149,060 | ) | (948,852 | ) | ||||
Other | (1,850,294 | ) | 14,974,800 | |||||
Income from continuing operations before provision for income taxes | $ | 7,349,916 | $ | (15,221,592 | ) | |||
Other non-current assets | ||||||||
STKs | $ | 17,456,993 | 11,893,554 | |||||
F&B | 229,771 | $ | 145,364 | |||||
Other | 1,128,861 | 1,406,495 | ||||||
Total | $ | 18,815,625 | $ | 13,445,413 | ||||
Geographic_information_Tables
Geographic information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Segments, Geographical Areas [Abstract] | ||||||||
Summary of Financial Information by Geographic Location | The following table contains certain financial information by geographic location for the years ended December 31, 2014 and 2013: | |||||||
Years ended December 31, | ||||||||
United States: | 2014 | 2013 | ||||||
Revenues – owned units | $ | 40,499,590 | $ | 36,568,285 | ||||
Management, incentive and royalty fee revenue | 5,378,028 | 4,979,190 | ||||||
Assets | 10,777,015 | 7,572,058 | ||||||
United Kingdom: | ||||||||
Revenues – owned units | $ | — | $ | — | ||||
Management and development fee revenue | 3,445,290 | 2,357,438 | ||||||
Assets | 1,695,688 | 654,579 | ||||||
Merger_Details
Merger (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Oct. 16, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||
Common stock, par value (In USD per share) | 0.0001 | $0.00 | |
The One Group [Member] | |||
Business Acquisition [Line Items] | |||
Merger exchange ratio | 8.09 | 8.09 |
Business_and_summary_of_signif2
Business and summary of significant accounting policies (Nature of business) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 23, 2013 | Dec. 31, 2012 | Jul. 25, 2014 | Oct. 10, 2013 | Dec. 31, 2014 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Number of Restaurants and Lounges Owned and Operated | 8 | 8 | |||||
Number of Restaurants and Lounges Managed | 8 | 8 | |||||
Number of Locations Operated Under Food and Beverage Hospitality Management Agreements | 8 | 8 | |||||
Number of Food and Beverage Hospitality Management Agreements | 5 | 5 | |||||
Unrecognized tax benefits | 0 | 0 | $0 | ||||
Little West 12th [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 61.22% | 61.22% | |||||
One LA [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 78.47% | 78.47% | |||||
Bridge [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 77.00% | 77.00% | |||||
WSATOG [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | 100.00% | 60.00% | ||||
Additional interest purchased | 40.00% | ||||||
Purchase price for additional interest | 1,800,000 | ||||||
WSATOG [Member] | Miami Services and STK Miami [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | ||||||
Basement Manager [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | 63.40% | |||||
Purchase price for additional interest | 75,000 | ||||||
JEC II [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 96.14% | 96.14% | |||||
One Marks [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 95.09% | 95.09% | |||||
One 29 Park [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 10.00% | 10.00% | |||||
Midtown Holdings [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | 100.00% | |||||
Additional interest purchased | 27.00% | ||||||
Purchase price for additional interest | 3,834,000 | ||||||
Midtown Holdings [Member] | STK Midtown and STKOUT Midtown [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | ||||||
Asellina Marks [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 50.00% | 50.00% | |||||
TOG UK [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | 100.00% | |||||
Additional interest purchased | 49.99% | ||||||
TOG UK [Member] | TOG Aldwych and CA Aldwych [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | ||||||
TOG UK [Member] | Hip Hospitality UK [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | 100.00% | |||||
BBCLV [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 86.06% | 86.06% | |||||
Property and equipment impairment charge | 391,000 | ||||||
STK DC [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 93.50% | 93.50% | |||||
STK-Orlando [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | 100.00% | |||||
STK-Chicago [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | ||||||
TOG Biscayne [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | ||||||
STK-Westwood [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | ||||||
STK-Denver [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | ||||||
STKOUT Midtown [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Property and equipment impairment charge | $77,000 | ||||||
United States [Member] | STKs [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Number of Restaurants and Lounges Managed | 7 | 7 | |||||
England [Member] | STKs [Member] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Number of Restaurants and Lounges Managed | 1 | 1 |
Business_and_summary_of_signif3
Business and summary of significant accounting policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Foreign currency transaction gains (losses) | ($280,098) | $61,000 |
Change in valuation allowance | -3,061,841 | 10,249,612 |
Advertising expense | $1,700,000 | $1,500,000 |
Business_and_summary_of_signif4
Business and summary of significant accounting policies (Concentrations of credit risk) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | ||
Allowance for uncollectible accounts receivable | 0 | 164,000 |
Cash balances in excess of federally insured limits | 6,484,314 | 11,147,927 |
Accounts Receivable [Member] | Hotels [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 62.00% | 66.00% |
Accounts Receivable [Member] | Landlord at STK DC [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 6.00% | 0.00% |
Accounts Receivable [Member] | Landlord at Midtown [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 0.00% | 11.00% |
Business_and_summary_of_signif5
Business and summary of significant accounting policies (Property and equipment) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computer and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Computer and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ||
Inventory | $1,139,305 | $978,392 |
Food [Member] | ||
Inventory [Line Items] | ||
Inventory | 134,355 | 79,773 |
Beverages [Member] | ||
Inventory [Line Items] | ||
Inventory | $1,004,950 | $898,619 |
Property_and_equipment_net_Det
Property and equipment, net (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation and amortization | $13,833,271 | $12,263,184 |
Property & equipment, net | 18,815,625 | 13,445,413 |
Depreciation and amortization | 1,438,728 | 1,456,736 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,336,956 | 6,382,710 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,719,230 | 17,897,561 |
Leasehold Improvements and Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property & equipment, net | 14,222,915 | 12,017,087 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,871,670 | 826,065 |
Restaurant supplies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $721,040 | $602,261 |
Accrued_expenses_Details
Accrued expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued Liabilities, Current [Abstract] | ||
Sales tax payable | $168,172 | $493,886 |
Payroll and related | 435,259 | 498,228 |
Income taxes payable | 494,152 | 0 |
Termination costs | 0 | 1,375,341 |
Due to hotels | 200,000 | 200,000 |
Legal | 86,182 | 0 |
Other | 620,939 | 569,752 |
Totals | $2,004,704 | $3,137,207 |
Notes_payable_Details
Notes payable (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2009 | Jan. 01, 2015 | Dec. 17, 2014 | Aug. 06, 2014 | |
installment | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit | $0 | $4,316,865 | ||||
Interest expense on notes | 294,726 | 293,136 | ||||
Capitalized interest on notes | 187,106 | 0 | ||||
STK Locations [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 1,500,000 | |||||
Note Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Payments to acquire membership units | 400,000 | |||||
Payments to acquire membership units, cash portion | 300,000 | |||||
Face value of debt | 100,000 | |||||
Warrants issued for purchase of membership units (shares) | 10,090 | |||||
Exercise price of warrants (in USD per warrant) | 22.94 | |||||
Quarterly payments | 5,656 | |||||
Interest rate | 5.00% | |||||
Note payable, amount outstanding | 0 | 15,000 | ||||
Note Payable [Member] | JECII [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Membership units purchased by THE ONE GROUP (percent) | 10.14% | |||||
Note Payable [Member] | One Marks [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Membership units purchased by THE ONE GROUP (percent) | 6.55% | |||||
Note Payable [Member] | Little West 12th [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Membership units purchased by THE ONE GROUP (percent) | 5.19% | |||||
Note Payable [Member] | One LA [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Membership units purchased by THE ONE GROUP (percent) | 4.63% | |||||
Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum amount of credit facility | 9,100,000 | |||||
Aggregate principal amount converted into the loan | 6,395,071 | |||||
Line of credit | 4,316,865 | |||||
Term Notes [Member] | Term Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value of debt | 7,475,000 | |||||
Term loan outstanding | 7,475,000 | |||||
Subsequent Event [Member] | Term Notes [Member] | Term Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.00% | |||||
Number of monthly installments | 60 | |||||
Monthly principal payment | $124,583 |
Member_loans_Details
Member loans (Details) | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 09, 2011 | Dec. 31, 2014 | Dec. 09, 2011 | Dec. 31, 2013 | Dec. 31, 2014 | |
Demand Loans [Member] | Demand Loans [Member] | Demand Loans [Member] | Demand Loans [Member] | Demand Loans [Member] | Demand Loans [Member] | Loan Agreement One [Member] | Loan Agreement Two [Member] | Loan Agreement Two [Member] | Loan Agreements [Member] | Loan Agreements [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | GBP (£) | GBP (£) | USD ($) | USD ($) | ||
Debt Instrument [Line Items] | |||||||||||
Face value of debt | $4,392,777 | £ 230,000 | £ 300,000 | ||||||||
Interest rate | 6.00% | 12.00% | 8.00% | 8.00% | |||||||
Conversion of debt to equity | 1,000,000 | ||||||||||
Note payable forgiven | 500,000 | ||||||||||
Loans payable | 2,000,000 | ||||||||||
Interest expense | $358,104 | $72,167 |
Nonconsolidated_variable_inter2
Nonconsolidated variable interest entities (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | |
variable_interest_entity | variable_interest_entity | ||
Variable Interest Entity [Line Items] | |||
Investments | $2,802,443 | $2,539,272 | |
Equity in income of investee companies | 1,149,060 | 948,852 | |
Number of entities formed | 3 | ||
Number of interests in entities held by the Company | 3 | ||
Bagatelle NY LA Investors, LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Investments | 357,896 | 840,614 | |
Number of interests held in operating restaurant companies | 2 | ||
Ownership interest (percent) | 31.24% | 31.24% | |
Bagatelle Little West 12 th Street, LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Investments | 1,938,252 | 1,192,363 | |
Ownership interest (percent) | 5.23% | 5.23% | |
Indirect ownership interest (percent) | 45.90% | 45.90% | |
Effective ownership interest (percent) | 51.13% | 51.13% | |
Bagatelle La Cienega, LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Investments | 0 | 0 | |
Ownership interest (percent) | 5.23% | 5.23% | |
Indirect ownership interest (percent) | 38.10% | 38.10% | |
Effective ownership interest (percent) | 43.33% | 43.33% | |
One 29 Park, LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Investments | $506,295 | $506,295 | |
Equity method ownership interest (percent) | 10.00% | 10.00% |
Related_party_transactions_Det
Related party transactions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Other assets | $793,002 | $1,333,432 |
Due to related parties | 19,608 | 27,979 |
Non-Interest Bearing Cash Advances [Member] | ||
Related Party Transaction [Line Items] | ||
Other assets | 1,157,134 | 245,280 |
Design Services [Member] | ||
Related Party Transaction [Line Items] | ||
Incurred expenses | 403,673 | 59,600 |
Legal Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Incurred expenses | 552,012 | 1,161,000 |
Due to related parties | 70,125 | 416,700 |
Construction Serivces [Member] | ||
Related Party Transaction [Line Items] | ||
Incurred expenses | 4,817,360 | 1,825,400 |
Due to related parties | $11,000 | $15,900 |
Income_Taxes_Schedule_of_Provi
Income Taxes (Schedule of Provision for Income Tax Expense) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current tax expense: | ||
Federal | $110,966 | $0 |
State and local | 361,281 | 237,237 |
Foreign | 258,731 | 165,000 |
Total current tax expense | 730,978 | 402,237 |
Deferred tax expense (benefit): | ||
Federal | -110,966 | 0 |
State and local | 197,276 | 116,690 |
Total deferred tax expense (benefit) | 86,310 | 116,690 |
Total income tax expense | $817,288 | $518,927 |
Income_taxes_Schedule_of_Incom
Income taxes (Schedule of Income (Loss) Before Taxes from Continuing Operations) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $6,128,992 | ($16,323,206) |
Foreign | 1,220,924 | 1,101,614 |
Total | $7,349,916 | ($15,221,592) |
Income_Taxes_Schedule_of_Recon
Income Taxes (Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income tax reconciliation of the effective tax rate and the statutory rate | ||
Income tax expense at federal statutory rate | $2,498,973 | ($5,433,527) |
State and local taxes - current | 238,445 | 165,427 |
State and local taxes - deferred | 351,459 | -1,818,068 |
Transaction costs | 21,320 | 923,179 |
FICA tip credit | -654,968 | 0 |
Foreign rate differential | -156,383 | 0 |
Nondeductible control premium | 0 | 1,700,000 |
Goodwill | 0 | -3,018,444 |
Deferred tax from rate change from LLC to C corporation | 1,617,800 | -2,104,370 |
Change in valuation allowance | -3,061,841 | 10,249,612 |
Other items, net | -37,517 | -144,882 |
Total income tax expense | 817,288 | 518,927 |
Reconciliation between the statutory rate and the effective tax rate, percent | ||
Income tax expense at federal statutory rate | 34.00% | 34.00% |
State and local taxes - current | 3.30% | -0.90% |
State and local taxes - deferred | 4.80% | 11.40% |
Transaction costs | 0.30% | -5.80% |
FICA tip credit | 9.00% | 0.00% |
Foreign rate differential | -2.14% | 0.00% |
Nondeductible control premium | 0.00% | -10.60% |
Goodwill | 0.00% | 18.90% |
Deferred tax from rate change from LLC to C corporation | 22.10% | 13.20% |
Change in valuation allowance | 41.90% | -64.10% |
Other items, net | 0.50% | 0.80% |
Effective tax rate | 11.20% | -3.10% |
Change in valuation allowance | -2,542,279 | -10,300,000 |
Change in valuation allowance related to discontinued operations | $520,000 |
Income_taxes_Schedule_of_Defer
Income taxes (Schedule of Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets and liabilities | ||
State and local net operating loss carryforwards | $0 | $1,042 |
Deferred rent liabilities | 2,441,728 | 787,362 |
Lease incentives | 350,817 | 34,893 |
Depreciation and amortization | 0 | 1,454,206 |
Share based compensation | 249,690 | 23,329 |
FICA tip credit carryforward | 767,816 | 126,010 |
Net operating loss | 84,833 | 4,427 |
Goodwill | 3,349,761 | 3,687,236 |
Derivative expense | 2,622,848 | 4,239,900 |
Restricted stock grant | 0 | 123,900 |
Inventory | 4,904 | 0 |
Total deferred tax assets | 9,872,397 | 10,482,305 |
Depreciation and amortization | -2,129,646 | 0 |
Total deferred tax liabilities | -2,129,646 | 0 |
Valuation allowance | -7,707,333 | -10,249,611 |
Net deferred tax assets | 35,418 | 232,694 |
Net operating loss carryfowards | $201,984 |
Derivative_liability_Details
Derivative liability (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Oct. 16, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements [Line Items] | |||
Fair value of derivative liability | $10,095,000 | $6,241,000 | |
Trading market values | $5.75 | $4.85 | |
Term (years) | 2 years 29 days | 1 year 58 days | |
Expected volatility | 41.40% | 26.80% | |
Risk-free rate | 0.38% | 0.32% | |
Discount rate | 1.24% | 1.18% | |
Effective Exercise price | $5 | $5 | |
Trigger price | $6.25 | $6.25 | |
Expected months until effective registration | 1 month | 0 months | |
Derivative income (expense) | 3,854,000 | -10,095,000 | |
The One Group [Member] | |||
Fair Value Measurements [Line Items] | |||
Additional payments to TOG Members | 14,100,000 | ||
Shares required for additional payments to TOG Members | 5,750,000 | ||
Exercise price of warrants (in USD per warrant) | 5 | ||
Aggregate contingent sign-on bonus | 900,000 | ||
Minimum price per share per agreement (in USD per share) | $6.25 | ||
Fair value of derivative liability | $15,000,000 |
Commitments_and_contingencies_1
Commitments and contingencies (Operating Leases) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Amount | |||
Length of lease | 20 years | ||
Landlord contributions toward construction | $1,036,900 | ||
Accounts receivable, net | 4,408,396 | 2,923,754 | |
Operating Lease [Member] | |||
Rental Expense | |||
2015 | 6,095,963 | ||
2016 | 7,313,292 | ||
2017 | 7,086,209 | ||
2018 | 7,209,596 | ||
2019 | 7,372,206 | ||
Thereafter | 89,522,104 | ||
Total | 124,599,370 | ||
Rental Income | |||
2015 | -1,237,238 | ||
2016 | -1,279,269 | ||
2017 | -1,059,545 | ||
2018 | -1,079,640 | ||
2019 | -1,116,229 | ||
Thereafter | -3,084,946 | ||
Total | -8,856,867 | ||
Net Amount | |||
2015 | 4,858,725 | ||
2016 | 6,034,023 | ||
2017 | 6,026,664 | ||
2018 | 6,129,956 | ||
2019 | 6,255,977 | ||
Thereafter | 86,437,158 | ||
Total | 115,742,503 | ||
Accounts receivable, net | 0 | 153,332 | |
Rent expense | 3,432,364 | 3,795,248 | |
Percentage rent | 433,194 | 424,181 | |
Rental income related to subleases | $517,155 | $566,433 |
Commitments_and_contingencies_2
Commitments and contingencies (License and Management Fees) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Jun. 30, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2010 | Jul. 31, 2009 | Jul. 31, 2010 | Dec. 31, 2011 | 31-May-13 | 31-May-12 | |
option_period | option_period | ||||||||
Bridge [Member] | |||||||||
License and Management Fees [Line Items] | |||||||||
Management fee payable, percent of gross revenue | 2.00% | ||||||||
Management fees | $81,380 | $79,120 | |||||||
Management fee payable | 8,180 | 39,514 | |||||||
Basement Manager [Member] | |||||||||
License and Management Fees [Line Items] | |||||||||
Management fees | 0 | 60,989 | |||||||
STK-Vegas [Member] | |||||||||
License and Management Fees [Line Items] | |||||||||
Net Profits Prior to Breakeven Point Date, Percent | 20.00% | ||||||||
Management agreement term | 10 years | ||||||||
Number of five year option periods | 2 | ||||||||
Management fee receivable, percent of gross sales | 5.00% | ||||||||
Incentive fee, description | 20% of net profits prior to the investment breakeven point date and 43% of net profits thereafter | ||||||||
Credit against obligation | 387,000 | ||||||||
Development fee | 200,000 | ||||||||
Management fees revenue | 4,527,808 | 4,117,533 | |||||||
Net Profits After Investment Breakeven Point Date, Percent | 43.00% | ||||||||
One 29 Park [Member] | |||||||||
License and Management Fees [Line Items] | |||||||||
Management fees revenue | 642,807 | 693,847 | |||||||
Management fee receivable, percent of revenue | 5.00% | ||||||||
Percentage of base beverage fees | 50.00% | ||||||||
Hip Hospitality UK [Member] | |||||||||
License and Management Fees [Line Items] | |||||||||
Management fees revenue | 703,648 | 817,940 | |||||||
Management fee receivable, percent of revenue | 5.50% | ||||||||
Management fees receivable | 377,320 | 790,511 | |||||||
TOG Aldwych [Member] | |||||||||
License and Management Fees [Line Items] | |||||||||
Management fees | 2,200,000 | 1,200,000 | |||||||
Management fees receivable | 200,124 | 143,474 | |||||||
Management fee receivable, percent of receipts | 5.00% | ||||||||
Marketing fee, percent of food and beverage receipts | 1.50% | ||||||||
Additional fee, percent of operating profits | 65.00% | ||||||||
CA Aldwych [Member] | |||||||||
License and Management Fees [Line Items] | |||||||||
Management fees revenue | 149,710 | 209,914 | |||||||
Management fees receivable | $57,675 | $22,312 | |||||||
Management fee receivable, percent of receipts | 5.00% | ||||||||
Marketing fee, percent of food and beverage receipts | 1.50% | ||||||||
Heraea [Member] | |||||||||
License and Management Fees [Line Items] | |||||||||
Management agreement term | 10 years | ||||||||
Number of five year option periods | 2 | ||||||||
Management fee receivable, percent of revenue | 5.00% |
Outstanding_warrants_Details
Outstanding warrants (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Oct. 16, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | |||
Outstanding warrants to purchase membership units | 62,280 | ||
One Group [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in USD per warrant) | 5 | ||
Merger exchange ratio | 8.09 | 8.09 | |
Number of shares exchanged for warrants exercised | 5,750,000 | ||
Minimum price per share per agreement (in USD per share) | $6.25 | ||
Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in USD per warrant) | 22.94 | ||
Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in USD per warrant) | 32 |
Discontinued_operations_Detail
Discontinued operations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash and cash equivalents | $1,312 | $0 |
Accounts receivable | 2,415 | 79,508 |
Inventory | 15,609 | 0 |
Prepaid expenses and other current assets | 48,340 | 146,785 |
Due from related parties | 814,227 | 0 |
Assets of discontinued operations - current | 881,903 | 226,293 |
Property and equipment, net | 169,175 | 0 |
Security deposits | 75,000 | 0 |
Assets of discontinued operations - long term | 244,175 | 0 |
Accounts payable and accrued liabilities | 551,266 | 0 |
Due to related parties | 3,654,552 | 0 |
Liabilities of discontinued operations - current | 4,205,818 | 0 |
Deferred rent payable | 0 | 0 |
Net assets | -3,079,740 | 226,293 |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | 102,330 | 3,882,598 |
Costs and expenses | 1,594,886 | 9,995,554 |
Net loss from discontinued operations, net of tax | ($1,492,556) | ($6,112,956) |
Other_matters_Details
Other matters (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Dec. 10, 2014 | Dec. 31, 2014 | Dec. 31, 2012 | Jan. 31, 2012 | Jul. 28, 2014 | Feb. 03, 2015 | Mar. 30, 2015 | |
Other Matters [Line Items] | |||||||
Period of Delay in Re-opening Venue | 2 months 15 days | ||||||
Write-off of damaged leasehold improvements | $467,238 | $0 | |||||
STK-Miami [Member] | |||||||
Other Matters [Line Items] | |||||||
Cash consideration received per amended service agreement | 5,000,000 | ||||||
The Perry Hotel [Member] | |||||||
Other Matters [Line Items] | |||||||
One-time termination payment received | 2,000,000 | ||||||
Termination fee paid to minority shareholder (percent) | 40.00% | ||||||
Subsequent Event [Member] | |||||||
Other Matters [Line Items] | |||||||
Partial settlement of insurance claims | 250,000 | ||||||
Insurance claim | 1,500,000 | ||||||
Insurance claim for property damage | 500,000 | ||||||
Insurance claim for business interruption | 1,000,000 | ||||||
Other Income and Expense [Member] | Leasehold Improvements [Member] | |||||||
Other Matters [Line Items] | |||||||
Write-off of damaged leasehold improvements | 500,000 | ||||||
Parent [Member] | |||||||
Other Matters [Line Items] | |||||||
One-time termination payment received | 1,200,000 | ||||||
Noncontrolling interest [Member] | |||||||
Other Matters [Line Items] | |||||||
One-time termination payment received | $800,000 |
Stockholders_equity_Details
Stockholders' equity (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 23, 2013 | Oct. 16, 2013 | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||
Common stock, par value (In USD per share) | $0.00 | $0.00 | ||
Common stock, shares outstanding | 24,940,195 | 24,946,739 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in USD per share) | $0.00 | $0.00 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Shares Issued To Chief Executive Officer And Related Entities As Pro Rata Portion Of Shares | 7,680,666 | |||
Payments to acquire member interest | $11,750,000 | |||
Purchase of minority interest | 75,000 | 5,662,000 | ||
Professional Fees | 28,000 | |||
WSATOG [Member] | ||||
Class of Stock [Line Items] | ||||
Purchase price for additional interest | 1,800,000 | |||
Addtitional ownership interest purchased | 40.00% | |||
Ownership percentage | 100.00% | |||
Midtown Holdings [Member] | ||||
Class of Stock [Line Items] | ||||
Purchase price for additional interest | 3,834,000 | |||
Addtitional ownership interest purchased | 27.00% | |||
Ownership percentage | 100.00% | |||
Pre-Merger [Member] | Initial Stockholders [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares outstanding | 12,500,000 | |||
Common stock forfeited | 3,375,000 | |||
Post Merger [Member] | Initial Stockholders [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares outstanding | 9,125,000 | |||
One Group [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares exchanged for warrants exercised | 5,750,000 | |||
Exercise price of warrants (in USD per warrant) | 5 | |||
Minimum price per share per agreement (in USD per share) | $6.25 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Issuance of restricted stock, shares | 59,000 | |||
Shares issued in merger | 24,940,195 | 24,946,739 | ||
Shares issued to CEO and director as a control premium | 1,000,000 | |||
Total merger consideration, shares | 12,631,400 | |||
Escrow shares (shares) | 2,000,000 | |||
Equity offering, shares | 3,131,339 | |||
Proceeds from private placement | $15,656,695 | |||
Shares issued price per share (in USD per share) | $5 |
Stockbased_compensation_Narrat
Stock-based compensation (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2014 | Aug. 31, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of shares granted (in USD per share) | $5.07 | ||||||
Unrecognized compensation cost related to unvested stock-based awards | $4,599,185 | $2,612,144 | |||||
Fair value of options vested | 266,769 | 0 | |||||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized shares | 4,773,992 | ||||||
Contractual term | 10 years | ||||||
Option vesting period | 5 years | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation, options granted | 0 | 59,000 | |||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 115,000 | 275,000 | 690,000 | 200,000 | 1,280,000 | ||
Exercise price of shares granted (in USD per share) | $4.90 | $5 | $4.85 | $6 | $5 | ||
Unrecognized compensation cost, recognition period | 4 years 6 months 4 days | ||||||
Expected life in years | 6 years 6 months | 6 years 6 months | |||||
Risk free interest rate | 1.41% | 1.41% | |||||
Volatility | 37.00% | 32.00% | |||||
Dividend rate | 0.00% | 0.00% | |||||
Options granted, weighted-average grant date fair value | $1.88 | $1.74 | |||||
Time Period [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rate (percent) | 50.00% | ||||||
Achievement of Targeted Annual Milestones [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rate (percent) | 50.00% | ||||||
General and Administrative Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non-cash stock-based compensation expense | 538,954 | 350,540 | |||||
General and Administrative Expense [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non-cash stock-based compensation expense | $295,000 | ||||||
Chief Executive Officer [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 1,022,104 | ||||||
Chief Financial Officer [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 511,052 |
Stockbased_compensation_Stock_
Stock-based compensation - Stock Option Grants (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2014 | Aug. 31, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Oct. 31, 2013 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in USD per share) | 5.07 | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (shares) | 115,000 | 275,000 | 690,000 | 200,000 | 1,280,000 | |
Granted (in USD per share) | $4.90 | $5 | $4.85 | $6 | $5 |
Stockbased_compensation_Summar
Stock-based compensation (Summary of Status of Company's Stock Option Activity) (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2014 | Aug. 31, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Oct. 31, 2013 | Dec. 31, 2014 | |
Weighted-Average Exercise Price (in USD per share) | ||||||
2014 Grants | $5.07 | |||||
Employee Stock Option [Member] | ||||||
Shares | ||||||
Outstanding at December 31, 2013 | 766,578 | |||||
Granted | 115,000 | 275,000 | 690,000 | 200,000 | 1,280,000 | |
Exercised | 0 | |||||
Cancelled, expired, or forfeited | -22,500 | |||||
Outstanding at December 31, 2014 | 2,024,078 | |||||
Exercisable at December 31, 2014 | 322,878 | |||||
Weighted-Average Exercise Price (in USD per share) | ||||||
Outstanding at December 31, 2013 | $5 | |||||
2014 Grants | $4.90 | $5 | $4.85 | $6 | $5 | |
Exercised | $0 | |||||
Cancelled, expired, or forfeited | $4.90 | |||||
Outstanding at December 31, 2014 | $5.05 | |||||
Exercisable at December 31, 2014 | $5.08 | |||||
Weighted-Average Remaining Contractual Term | ||||||
Outstanding at December 31, 2014 | 9 years 2 months 12 days | |||||
Exercisable at December 31, 2014 | 9 years 2 months 12 days | |||||
Aggregate Intrinsic Value | ||||||
Outstanding at December 31, 2014 | $0 | |||||
Exercisable at December 31, 2014 | $0 |
Segment_reporting_Details
Segment reporting (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
segment | ||
Segment Reporting Information [Line Items] | ||
Number of operating segments | 3 | |
Revenues | $49,322,908 | $43,904,913 |
Segment Profits | 14,552,551 | 11,807,049 |
General and administrative | 8,687,490 | 10,777,805 |
Depreciation and amortization | 1,438,728 | 1,456,736 |
Interest expense, net of interest income | 75,771 | 768,152 |
Equity in (income) of investee companies | -1,149,060 | -948,852 |
Other | -1,850,294 | 14,974,800 |
Income (loss) from continuing operations before provision for income taxes | 7,349,916 | -15,221,592 |
Other non-current assets | 18,815,625 | 13,445,413 |
STKs [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 38,644,993 | 35,820,303 |
Segment Profits | 5,433,261 | 4,742,590 |
Other non-current assets | 17,456,993 | 11,893,554 |
F&B [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,823,318 | 7,336,628 |
Segment Profits | 8,823,318 | 7,336,628 |
Other non-current assets | 229,771 | 145,364 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,854,597 | 747,982 |
Segment Profits | 295,972 | -272,169 |
Other non-current assets | $1,128,861 | $1,406,495 |
Geographic_information_Details
Geographic information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues - owned units | $40,499,590 | $36,568,285 |
Management, incentive, royalty and development fee revenue | 8,823,318 | 7,336,628 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues - owned units | 40,499,590 | 36,568,285 |
Management, incentive, royalty and development fee revenue | 5,378,028 | 4,979,190 |
Assets | 10,777,015 | 7,572,058 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues - owned units | 0 | 0 |
Management, incentive, royalty and development fee revenue | 3,445,290 | 2,357,438 |
Assets | $1,695,688 | $654,579 |