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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date of earliest
event reported): January 13, 2025
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant
as specified in its charter)
| Delaware | |
001-37379 | |
14-1961545 |
| (State or other jurisdiction | |
(Commission File Number) | |
(IRS Employer |
| of incorporation) | |
| |
Identification No.) |
1624 Market Street, Suite
311
Denver, Colorado 80202
(Address of principal executive
offices and zip code)
Registrant’s telephone
number, including area code: (646) 624-2400
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| Common Stock |
STKS |
Nasdaq |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition
On
January 13, 2025, The ONE Group Hospitality, Inc. (the “Company”) issued a press release announcing its preliminary sales
results for its fiscal fourth quarter and full year ended December 31, 2024. The full text of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 8.01 Other Events
The Company has made available a copy of an updated
investor presentation on the Investor Relations tab of the Company’s website at www.togrp.com. They will also present at the 27th
Annual ICR Conference at 11:00 am Eastern Time on January 13, 2025 and meet with institutional investors in-person on January 13-14, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline
XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 13, 2025 |
THE ONE GROUP HOSPITALITY, INC. |
| |
|
|
| |
By: |
/s/ Tyler Loy |
| |
Name: |
Tyler Loy |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
The ONE Group Reports Preliminary Fourth Quarter
and Full Year 2024 Sales Results
Revenues Expected to Increase 145% to $221.0 Million
for the Fourth Quarter
Participating at the 27th Annual ICR Conference
Beginning with a Fireside Chat at 11:00 AM ET Today
Denver,
CO - (BUSINESS WIRE) - January 13, 2025 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”)
(Nasdaq: STKS) today reported preliminary sales results for the fourth quarter and full year ended December 31, 2024.
Preliminary sales highlights for the fourth
quarter 2024 compared to the same quarter in 2023 are as follows (the prior year quarter revenues exclude any contribution from the
acquisition of Benihana Inc., which closed in May 2024):
| · | Total GAAP revenues are expected to be approximately $221.0 million, an approximate 145% increase
from $89.9 million for the same quarter last year; and |
| · | Comparable sales* are expected to have decreased approximately 4.3% |
Preliminary sales highlights for the full year
2024 compared to the full year 2023 are as follows (the prior year revenues exclude any contribution from the acquisition of Benihana
Inc., which closed in May 2024):
| · | Total GAAP revenues are expected to be approximately $672.0 million, an approximate 102% increase
from $332.8 million last year; and |
| · | Comparable sales* are expected to have decreased approximately 6.8% |
“We closed the year strong, delivering revenue toward the high
end of our guided range. The fourth quarter also marked our best comparable sales quarter of the year with significant improvement sequentially.
Notably, we returned to positive transactions at STK while the initiatives we’ve implemented at Benihana are beginning to take hold
as evidenced by their improved sales performance. These trends, in our view, bode well for our Company as we begin the new year. We are
also pleased with the progress we’ve made in integrating Benihana and RA Sushi while realizing cost savings,” said Emanuel
“Manny” Hilario, President and CEO of The ONE Group.
“We are laser focused on our balance sheet and are excited for
our next phase of growth. We plan to open five to six Company-owned locations annually while focusing on the asset light development of
managed and licensed STKs and Kona Grills and franchised Benihanas. Our focus continues to be free cash flow generation, balance sheet
flexibility and maximizing shareholder returns," Hilario concluded.
*Comparable sales, a non-GAAP financial measure,
represent total U.S. food and beverage sales at owned and managed units opened for at least a full 24-months. This measure includes total
revenue from our owned and managed locations. The Company monitors sales growth at its established restaurant base in addition to growth
that results from restaurant acquisitions and new restaurant openings.
2024 Restaurant Development Update
For the full year 2024, we opened five new Company-owned
restaurants, including a Salt Water Social, and one managed STK.
| Owned STK restaurant in Washington DC |
March 2024 |
| Owned RA Sushi restaurant in Plantation, Florida |
July 2024 |
| Owned Kona Grill restaurant in Tigard, Oregon |
September 2024 |
| Owned STK restaurant in Aventura, Florida |
October 2024 |
| Owned Salt Water Social restaurant in Denver, Colorado |
November 2024 |
| Managed STK in Niagara Falls |
November 2024 |
Conference Participation
Mr. Emanuel “Manny” Hilario,
President and Chief Executive Officer, and Mr. Tyler Loy, Chief Financial Officer, will present at the 27th Annual ICR
Conference at 11:00 am Eastern Time on January 13, 2025 and meet with institutional investors in-person on January 13-14, 2025.
The
webcast of the presentation can be accessed from the Investor Relations tab of the Company’s website at www.togrp.com
under “News / Events” or directly through the ICR Conference website at www.ICRConference.com.
About The ONE Group
The ONE Group Hospitality, Inc. (Nasdaq:
STKS) is an international restaurant company that develops and operates upscale and polished casual, high-energy restaurants and lounges
and provides hospitality management services for hotels, casinos and other high-end venues both in the U.S. and internationally. The ONE
Group’s focus is to be the global leader in Vibe Dining, and its primary restaurant brands and operations are:
| · | STK, a modern twist on the American steakhouse concept with restaurants in major metropolitan cities in
the U.S., Europe and the Middle East, featuring premium steaks, seafood and specialty cocktails in an energetic upscale atmosphere. |
| · | Benihana, an interactive dining destination with highly skilled chefs preparing food right in front of
guests and served in an energetic atmosphere alongside fresh sushi and innovative cocktails. The Company also franchises Benihanas in
the U.S., Caribbean, Central America, and South America. |
| · | Kona Grill, a polished casual, bar-centric grill concept with restaurants in the U.S., featuring American
favorites, award-winning sushi, and specialty cocktails in an upscale casual atmosphere. |
| · | RA Sushi, a Japanese cuisine concept that offers a fun-filled, bar-forward, upbeat, and vibrant dining
atmosphere with restaurants in the U.S. anchored by creative sushi, inventive drinks, and outstanding service. |
| · | ONE Hospitality, The ONE Group’s food and beverage hospitality services business develops, manages
and operates premier restaurants and turnkey food and beverage services within high-end hotels and casinos currently operating venues
in the U.S. and Europe. |
Additional
information about The ONE Group can be found at www.togrp.com.
Cautionary Statement on Forward-Looking Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995, including with respect to 2024 results, restaurant openings and performance
trends. Forward-looking statements may be identified by the use of words such as “target,” “intend,” “anticipate,”
“believe,” “expect,” “estimate,” “plan,” “outlook,” and “project”
and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. A number
of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements, including
but not limited to: (1)factors beyond our control that affect the number and timing of new restaurant openings, including
weather conditions and factors under the control of landlords, contractors and regulatory and/or licensing authorities; (2) changes
in applicable laws or regulations; (3) the possibility that The ONE Group may be adversely affected by other economic, business,
and/or competitive factors; and (4) other risks and uncertainties indicated from time to time in our filings with the Securities
and Exchange Commission, including our Annual Report on Form 10-K filed for the year ended December 31, 2023 and Quarterly Reports
on Form 10-Q.
Investors are referred to the most recent reports
filed with the Securities and Exchange Commission by The ONE Group Hospitality, Inc. Investors are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.
Contact:
Investors:
ICR
Michelle Michalski or Raphael Gross
(646) 277-1224
Michelle.Michalski@icrinc.com
Media:
ICR
Seth Grugle
(646) 277-1272
seth.grugle@icrinc.com
Non-GAAP Measures
The following table presents the elements of the quarterly and annual
Same Store Sales measure for 2024:
| | |
2024 vs. 2023 | |
| | |
Q1 Actual | | |
Q2 Actual | | |
Q3 Actual | | |
Q4 Preliminary | | |
Full Year Preliminary | |
| US STK Total Restaurants | |
| (6.8 | )% | |
| (10.6 | )% | |
| (11.1 | )% | |
| (6.9 | )% | |
| (8.7 | )% |
| Benihana Owned Restaurants | |
| | | |
| (1.0 | )% | |
| (4.2 | )% | |
| (0.2 | )% | |
| (1.8 | )% |
| Grill Concepts Owned Restaurants | |
| (9.7 | )% | |
| (13.0 | )% | |
| (17.0 | )% | |
| (11.7 | )% | |
| (13.2 | )% |
| Combined Same Store Sales | |
| (7.9 | )% | |
| (7.0 | )% | |
| (8.8 | )% | |
| (4.3 | )% | |
| (6.8 | )% |
Benihana comprises approximately 55% of revenue,
STK comprises 25% of revenue and Grill Concepts comprise approximately 20% of revenue.
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ONE Group Hospitality (NASDAQ:STKS)
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