8-K
ONE Group Hospitality, Inc. (STKS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13or 15(d)
of the Securities ExchangeAct of 1934
Date of Report (Date of earliestevent reported): January 11, 2022
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrantas 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, Suite311
Denver, Colorado 80202
(Address of principal executiveoffices 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<br><br>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 11, 2022, The ONE Group Hospitality, Inc. (the “Company”) issued a press release announcing preliminary fourth quarter and full year 2021 sales results. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01 Other Events
The Company will present virtually at the 24^th^ Annual ICR Conference on January 11, 2022. The presentation will begin at 3:00 PM ET and can be accessed from the Investor Relations tab of The ONE Group’s website at www.togrp.com under “News / Events”.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated January 11, 2022. |
|---|---|
| 104 | Cover Page Interactive<br>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 11, 2022 | THE ONE GROUP HOSPITALITY, INC. | |
|---|---|---|
| By: | /s/ Tyler Loy | |
| Name: | Tyler Loy | |
| Title: | Chief Financial Officer |
Exhibit 99.1
The ONE Group Announces Preliminary Fourth Quarterand Full Year 2021 Sales Results
The Company Reports Record Quarterly and Annual Revenues
Consolidated Comparable Sales for the Quarter Increased Approximately 50% Compared to 2019
Denver, CO - (BUSINESS WIRE) - January 11, 2022- The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today announced preliminary sales for the fourth quarter and full year ended December 31, 2021. The Company also announced its participation at the 24^th^ Annual ICR Conference.
Preliminary sales highlights for the fourthquarter ended December 31, 2021 are as follows:
| · | Total GAAP revenues increased approximately<br>86.4% to approximately $83.9 million from $45.0 million compared to the same period in 2020; |
|---|---|
| · | Consolidated comparable sales* increased<br>49.8% compared to the same period in 2019; |
| --- | --- |
| · | Comparable sales* for STK increased 60.0%<br>compared to the same period in 2019; and, |
| --- | --- |
| · | Comparable sales* for Kona Grill increased<br>38.2% compared to the same period in 2019 |
| --- | --- |
Preliminary sales highlights for the full yearended December 31, 2021 are as follows:
| · | Total GAAP revenues are expected to be<br>approximately $277.0 million, an estimated 95.1% increase from $141.9 million for the full year 2020; and, |
|---|---|
| · | U.S. STK brand restaurant sales rose approximately<br>154.6% to a record $195.1 million for the full year 2021. |
| --- | --- |
*Comparable sales represent total U.S. foodand beverage sales at owned and managed units opened for at least a full 18-months. This measure includes total revenue from our ownedand managed locations. Two-year comparable sales relate to the comparison of comparable sales for the period of 10/1/2021 through 12/31/2021to the period of 10/1/2019 through 12/31/2019. The Company monitors sales growth at its established restaurant base in addition to growththat results from restaurant acquisitions; the Company has presented two-year comparable sales to illustrate how sales at its restaurantbase before the COVID-19 pandemic compare to sales as COVID-19 restrictions have eased and the Company has begun to recover lost sales.
“Achieving another record revenue quarter and all-time highs in annual revenues during this very challenging year is a remarkable accomplishment, and we are very proud with how we finished the year. We generated substantial comparable sales increases compared to both 2020 and 2019 as guests chose to celebrate their holidays experiencing our highly differentiated VIBE dining offerings. The strong comparable sales drove our average weekly volumes during the quarter to $338,000 and $108,000 for STK and Kona Grill respectively. Our continued performance strengthens our leadership position in the high-end and polished casual segments. In addition, we are building a robust pipeline for new development opportunities for both STK and Kona Grill. We are incredibly grateful to our team for making this all possible and look forward to an even better 2022,” said Emanuel “Manny” Hilario, President and CEO of The ONE Group.
The Company anticipates general and administrative expenses including stock-based compensation for the full year 2021 to be between $25.0 and $26.0 million depending on the ultimate calculation of performance-based compensation.
24^th^ Annual ICR Conference Participation
Mr. Emanuel “Manny” Hilario, President and Chief Executive Officer and Mr. Tyler Loy, Chief Financial Officer, will present at the 24^th^ Annual ICR Virtual Conference at 3:00 pm Eastern Time on Tuesday, January 11, 2022.
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 a global hospitality 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<br>concept with 23 restaurants in major metropolitan cities in the U.S., Europe and the Middle East, featuring premium steaks, seafood and<br>specialty cocktails in an energetic upscale atmosphere. |
|---|---|
| · | Kona Grill, a polished casual, bar-centric grill<br>concept with 24 restaurants in the U.S., featuring American favorites, award-winning sushi, and specialty cocktails in an upscale casual<br>atmosphere. |
| --- | --- |
| · | ONE Hospitality, The ONE Group’s food and<br>beverage hospitality services business develops, manages and operates premier restaurants and turnkey food and beverage services within<br>high-end hotels and casinos currently operating 13 venues in the U.S. and Europe. |
| --- | --- |
Additional information about The ONE Group can be found at www.togrp.com.
The following table presents the elements of the quarterly Same Store Sales measure for 2021:
| 2021<br> vs. 2020 | 2021<br> vs. 2019 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | ||||||||||
| US STK Owned Restaurants | 38.6 | % | 715.0 | % | 136.0 | % | 107.8 | % | 17.9 | % | 66.5 | % | 72.0 | % | 60.7 | % | |
| US STK Managed Restaurants | -19.5 | % | 764.6 | % | 116.5 | % | 133.3 | % | -30.7 | % | 26.8 | % | 47.4 | % | 58.2 | % | |
| US STK Total Restaurants | 20.8 | % | 725.7 | % | 130.6 | % | 113.5 | % | 1.9 | % | 54.3 | % | 63.8 | % | 60.0 | % | |
| Kona Grill Total Restaurants | 26.6 | % | 160.6 | % | 36.8 | % | 50.2 | % | 4.6 | % | 23.0 | % | 26.9 | % | 38.2 | % | |
| Combined Same Store Sales | 23.5 | % | 324.1 | % | 78.9 | % | 82.7 | % | 3.3 | % | 38.0 | % | 44.7 | % | 49.8 | % |
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. Forward-looking statements may be identified by the use of words such as “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) the effects of the COVID-19 pandemic, including the emergence of new variants of COVID-19, on our business, including government restrictions on our ability to operate our restaurants and changes in customer behavior, and our ability to hire employees; (2) our ability to open new restaurants and food and beverage locations in current and additional markets, grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain our key employees; (3) 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; (4) our ability to successfully improve performance and cost, realize the benefits of our marketing efforts and achieve improved results as we focus on developing new management and license deals; (5) changes in applicable laws or regulations; (6) the possibility that The ONE Group may be adversely affected by other economic, business, and/or competitive factors; and (7) other risks and uncertainties indicated from time to time in our filings with the SEC, including our Annual Report on Form 10-K filed for the year ended December 31, 2020 and subsequent 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