Quarterly report pursuant to Section 13 or 15(d)

Business Combination

Business Combination
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Business Combination

Note 2 – Business Combination

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

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

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





Net assets acquired:








Current assets, excluding cash




Property and equipment




Operating lease right-of-use assets




Intangible assets




Other assets




Current liabilities




Deferred tax liability




Operating lease liabilities




Total net assets acquired








Purchase consideration:




Contractual purchase price




Apportionment of rent and utilities




Assumption of real estate lease consultant contract




Escrow deposit




Consideration paid








Bargain purchase gain attributable to Kona Grill acquisition





Pro Forma Results of Operations (unaudited)

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







Three months ended



March 31, 2019

Total revenues




Net income attributable to The ONE Group Hospitality, Inc.




Net income attributable to The ONE Group Hospitality, Inc. per share:




Basic net income per share




Diluted net income per share