The ONE Group Hospitality, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Benihana Acquisition (Tables)

Benihana Acquisition (Tables)

12 Months Ended

Dec. 31, 2024

The fair values are set forth below (in thousands)


Purchase consideration:
Contractual purchase price	$	365,000
Cash and cash equivalents, restricted cash and cash equivalents and credit card receivable		25,117
Working capital adjustment		1,151
Cash consideration paid		391,268

Net assets acquired:
Cash and cash equivalents	$	20,879
Restricted cash and cash equivalents		551
Credit card receivable		3,687
Inventory		4,405
Other current assets		7,471
Property and equipment		102,552
Operating lease right-of-use assets		182,346
Deferred tax assets, net		30,345
Intangible assets		117,800
Other assets		2,899
Accounts payable		(9,851)
Accrued expenses		(30,375)
Other current liabilities		(3,639)
Operating lease liabilities		(189,181)
Other long-term liabilities		(4,404)
Total net assets acquired		235,485
Goodwill	$	155,783

Schedule of information showing pro forma results of operations

The following unaudited pro forma results of operations for December 31, 2024 and 2023 give effect to the Benihana Acquisition as if it had occurred on January 1, 2023 (in thousands):


	For the year ended December 31,
	2024		2023
Total Revenues	$	846,881	$	858,821

Net income as reported	$	33,053	$	8,600
Adjustments:
Transaction and exit costs		14,616		(14,616)
Transition and integration costs		13,681		(13,681)
Loss on early debt extinguishment		4,149		(4,149)
Purchase price accounting adjustments⁽¹⁾		9,744		939
Change in interest expense		1,267		3,653
Pro forma net income (loss) before income taxes		76,510		(19,255)
Income tax effect of adjustments		(3,259)		1,932
Change in valuation allowance		(59,925)		—
Pro forma net income (loss)	$	13,326	$	(17,323)

(1) Purchase price accounting adjustments include the elimination of Benihana's impairment charges and changes to depreciation