Greetings, and welcome to the ONE Group Second Quarter 2021 Earnings Conference Call. At this time, all participants are in listen-only mode. [Operator Instructions]. A brief question-and-answer session will follow the formal presentation. [Operator instructions]. As a reminder, this conference is being recorded. I would now like to turn the conference call over to Tyler Loy, Chief Financial Officer. Please go ahead.

Thank you, operator, and hello, everyone. Before we begin our formal remarks, let me remind you that part of our discussion today will include forward-looking statements. These forward-looking statements are not guarantees of future performance, and you should not place undue reliance on them. These statements are also subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Please also note that these forward-looking statements reflect our opinion only as of the date of this call. We undertake no obligation to revise or publicly release any revisions of these forward-looking statements in light of new information or future events. We refer you to our recent SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial conditions. During today's call, we will discuss certain non-GAAP financial measures, which we believe can be useful in evaluating our performance. However, the presentation of these measures or other information should not be considered in isolation or as a substitute for results prepared in accordance with GAAP. For reconciliations of these measures, such as adjusted EBITDA, adjusted net income, restaurant operating profit, comparable sales and total food and beverage sales have totally been managed to license and franchise units to GAAP measures, along with a discussion of why we consider these measures useful, please see our earnings release issued today. With that, I would like to turn the call over to Emanuel Hilario.

Thank you, Tyler, and hello, everyone. We sincerely appreciate you joining us today and for your interest in the ONE Group. Let me start by thanking our dedicated team members and extending a warm welcome to the approximately 6,500 new teammates who joined the one group in May, following our acquisition of the Benihana and RA Sushi brands. The acquisition marks the beginning of an exciting new chapter for the ONE Group as we now operate four distinct brands, FTK, Benihana, Kuna Grill and RA Sushi. Together, these brands, along with our hospitality venues comprised 167 highly differentiated experiential restaurants offering craveable, high-quality food across 32 states and 12 countries. The second quarter was a busy one for us as we accomplished a great deal in setting ourselves up for the long-term success. This included making significant headway integrating Benihana and RA Sushi into the company. And we have already started realizing synergies in G&A, purchasing and operations. For example, we have already completed approximately $9 million in G&A synergies. And over the next three years, we expect to achieve a total $20 million annually in synergies covering G&A, purchasing and operations as we leverage our larger scale, combine our expertise and enhance our capabilities to develop a best-in-class business across our now expanded portfolio. Now let us discuss some highlights from the second quarter 2024 and provide an update on our key strategic initiatives. First, with the addition of Benihana and RA Sushi, we increased revenue 107% to $172.5 million. Had we owned Benihana and RA Sushi for the entire quarter, we would have delivered approximately $213 million in revenue, an increase of $129 million or 155%. Second, despite a challenging consumer environment, we improved restaurant level margin for Kuna Grill, grew restaurant-level profit for STK and kept restaurant…

Thank you, Manny. Let me start by discussing our second quarter financials in greater detail. Please note the prior year quarter excludes any contribution from the recent acquisition of Benihana, which closed in May 2024. The second quarter of 2024 has two months of contributions from Benihana and RA Sushi. Total consolidated GAAP revenues were $172.5 million, increasing 106.8% from $83.4 million for the same quarter last year. Included in our total revenues are owned restaurant net revenue of $169 million, which increased 111.5% from $79.9 million for the same quarter last year. The increase is due primarily to $89.1 million in contributions from Benihana and RA Sushi, which we acquired on May 1, 2024. The increase was also attributable to the opening of fixed STK and Kona Grill restaurants since July 2023, partially offset by a 7% reduction in comparable sales. Comparable sales decreased 1% of Baihana, 10.6% of STK, 14% in Kona Grill and 10.3% of RA Sushi. Management, license and incentive fee revenues were flat at $3.5 million in both the second quarter of 2024 and 2023. Owned restaurant cost of sales as a percentage of owned restaurant net revenue improved 280 basis points to 21.2% in the second quarter of 2024 compared to 24% in the prior year. This was primarily due to the operational cost reduction initiatives, product mix management and pricing that was partially offset by cost inflation at STK and Kona Grill. This also includes the addition of Benihana and RA Sushi, which contributed positively to cost of sales as a percentage of revenue. Owned restaurant operating expenses as a percentage of owned restaurant net revenue increased 10 basis points to 61.1% in the second quarter of 2024 from 61% in the second quarter of 2023 due to cost inflation and fixed operating…

Thank you, Tyler, and thank you all for your time today and interest in the ONE Group. Our long-term growth strategy is just beginning to unfold as we expand our portfolio of high-volume brands, aiming to deliver attractive returns for our shareholders. The recent addition of Benihana and RA Sushi has significantly diversified and reinforced our already impressive array of experiential dining concepts. These new additions complement our existing STK and Kona Grill brands perfectly further solidifying our position as an industry leader. We are entering an exciting phase in our company's journey, and we appreciate your continued support. Tyler and I would be happy to answer any questions that you may have. Operator?

Thank you. We will now begin the question-and-answer session. [Operator Instructions] the first question comes from Jim Salera with Stephens Inc. Please go ahead.

Hi guys. Good afternoon. Thanks for taking our question. I wanted to dig in on the maintaining of the revenue guide. Manny if it's possible, could you maybe just detail for us in kind of the expectations for the legacy STK portfolio versus the new Benihana as we work into the back half of the year and maybe the puts and takes from what you're seeing on consumer demand for each concept.

I mean I think we've posted that on our press release. I think Benihana in general, is doing very well on same-store sales for the quarter. We were down one for Benihana, I think there's a lot of levers that we've identified with the brand that we are working on, for instance, reservation systems in terms of bringing in -- bringing the Benihana concept into our call center structure and reservation models. We also are rolling out Wagyu, premium offering at Benihana, which they haven't had before. So I think the outlook for Benihana is very strong for the back end of the year and in the new business model, Benihana is over 55% of our same-store sales. So I see a lot of velocity and momentum on that. Keeping in mind that a big portion of the Benihana business model is around celebrations of birthdays and date nights. So I think that business, particularly on Fridays and Saturdays and Sundays has been very good. STK, a little different, more urban in terms of our footprint there. We've seen a very interesting phenomena there. For the quarter, we were down around 10 points on same-store sales. 7.5% of that point or 7.5 points were in trade down on PMIC. So what we're seeing mostly on STK is a pretty interesting just trade down of products in store. And I think that emphasis on happy hour actually over the next couple of quarters will be very positive because that means that we've maintained pretty good traffic at STK in the current environment. In terms of Kona Grill and RA, a little different, they're less of a meaningful number in our overall portfolio, but I think that the fact that they are in the sushi business and Sushi's a bit of a less consumed product in slower economies. People tend to shed off the lesser of the cuisines, I think it's a more challenged proposition right now and also particularly for Kona Grill, we have a high exposure to industry, meaning like a lot of people work in restaurants use the brand. So the overall restaurant industry being challenged is not a good overall outcome. But overall, I would say, as I mentioned earlier, the fact that Benihana is positive or had a relatively good two months since we've taken over, and we have a lot of initiatives that we're putting in place. I feel pretty good about it now. It doesn't mean that the environment isn't super challenging out there. So hopefully, that provides a little bit of color. In terms of the new stores, I think that the new STKs are still performing in the $9 million to $10 million AUV in the second quarter, which is pretty good. I mean, right now having new restaurants that can have that kind of AUVs really helps your revenue mix.

Yes. That's great. And I appreciate all the detail there. Maybe one follow-up on Benihana in particular. I know it's still relatively early days. But as you look across the Benihana portfolio, do you have any sense for if there's additional CapEx needed across the restaurant base? I mean I know some of them are well-established restaurants that either have maybe been underinvested in? Or do you feel that there's a pretty stable base level across the Benihana portfolio that you don't need incremental CapEx from where they are now?

I mean I would say that's a great question. So first of all, it is Benihana's 60 birthday. So the brand is turning 60 this year. So that's one of the big marketing items that -- or actually one of the milestones that we're super proud to celebrate. And in terms of one of the things that was very interesting to me when we brought on the Benihana is how well the facilities program was at Benihana, so if you go through the restaurants, some of them are aged, but they're clean and very functional. So I would say that the -- our predecessor company or the predecessor leadership had a very good facilities program in place. But of course, what we will start doing going forward is we are opening new Benihanas and part of the vision is to elevate the -- a little bit of the look and feel of the new restaurants just as we did with Kona Grill. So I think what will happen over time is that we will adapt some of the new design elements. But right now, we don't have any particular immediate lag. Well, we got to go back and refresh the whole system. It's not that kind of, if you will, strategy. But we will keep the facilities program working well, and we'll keep refreshing the restaurants so that customers will want to spend with us. So I'm pretty -- I feel pretty good about the facilities program. And the only thing I would say that we have to do in the third quarter, it was -- it's a very warm summer. So we've had to make sure that we -- our air conditioning units worked really well in the unit. So we did put a lot of extra emphasis in just making sure that temperature management was critical in there.

That's great. I appreciate all the detail. Manny I'll hop back in the queue.

Thank you, Jim.

The next question comes from Mark Smith with Lake Street Capital. Please go ahead.

Hi, guys. A couple of questions from me. First off, I just wanted to dig into the kind of restaurant level margin guidance. Q2 came in above our expectations, really solid, especially Benihana is the 17% guidance may be conservative given what these restaurants did in the two months that you had them during the quarter? Or is there some seasonality or mix shift that maybe could bring margins down in the second half of the year?

I mean that's a very good observation, Mark there. So I think for the quarter, our restaurant level margin was around 17.2% consolidated. Our guidance is 17% for the year, right? So I think that's the inverse of the 82% rational level costs. As you know, the fourth quarter is really our margin quarter. And then the third quarter, historically, is a little bit more pressure because of the lower volume. So I do think that -- obviously, we issued the guidance, so it's a number that we feel reasonably also good about. So I would say 17, in my view, is an achievable number. Obviously, you noticed from the numbers that we've made tremendous progress with the margins at Kona Grill, which we said we would in a down revenue environment. So that's a gift to us. And the Benihana margin is very robust in the first two months under our leadership. It did very well, and we see a tremendous amount of upside in terms of -- on supply chain still ahead of us as well as other areas. So I would say that we feel very good about our margin outlook for the rest of the year.

Okay. And then in the release, you guys talk and break down some noncore Kona Grills and noncore RA Sushi units. Can you just give us more insight into maybe the number of these units and kind of what we should be looking at or what we should read into the data that you gave us on these units?

Well, so it's very interesting. We have four Kona Grills almost 4, let's say, three Kona Grills and three RA Sushi. They are in a very tight geographical area, meaning that they're very close to each other. We knew that when we did this deal, here's an interesting dynamic is when I used to compete with RA, and they were not part of the portfolio, I was always left to go after their business. Now there's a problem now. They're both on the portfolio. So I have three RAs and three Kona Grills that I have to sort of sort out what to do from a real estate perspective as well as -- and sometimes they might just be as simple as getting some concessions from the landlords or some of the stuff, but that's just part of what happened with the acquisition. So that's why from our definition of that. And then I have one or two Kona Grills that just, frankly, the real estate was not very good and it has never been very good all along, very high rent real estate. So Tyler and I are very diligent in working with the landlords trying to either work out some kind of a deal there to try to get the P&L to get more in line as well as getting more support from those landlords in terms of marketing for those restaurants. So that's how we define those noncore restaurants, a bit of an overlap for our Kona Grill plus now, we have a couple of them that we just need to get better rents and structure. Hopefully, that helps.

No, that's helpful. Next, just looking at same-store sales, obviously, a tough quarter on the comp side. Manny, if you could give us any more insight as far as kind of what you're seeing in the restaurants from customer behavior, traffic versus ticket or people not coming out? Are they cutting their check, managing maybe drinks. Any insight that you can give us from the higher end of STK to maybe lower tickets at Kona and what you're seeing in restaurant behavior -- consumer behavior?

Yes. So great question. I think I mentioned this earlier in one of my answers to -- I think it was Jim's question earlier, but so STK, we actually saw it was down 10% in same-store sales. And I said earlier, 7.5% in mix. So as you can see there, I mean, that means checks were relatively mellow compared to the -- on the high end of the industry. So we're very actually, frankly, the brand has really shown very resilience. Obviously, there are some markets that we're closely working on. For instance, Vegas. There's been a bit of a shift on consumers there because with now people traveling internationally and some of the things people have a lot more things to do. So we're trying to kind of work on the Vegas market in a couple of the markets. But overall, I'd say that STK is up very, very well on same-store sales and on traffic relative to the industry. I already kind of commented on Benihana being 55% plus of our same-store sales base is obviously super critical now as we manage that. It was down only one point. So we're pretty -- we saw some success in there. Obviously, as I said, there's a tremendous amount of upside on there. And so right now, we're really just working the upside, kind of the things that are under our control. The demand for Benihana on Saturdays and Sundays is fantastic. Everybody is still going out for Birthdays. And frankly, there, we're still managing volume management capacity management, which, as you know, we're pretty -- we're really good at that. So we're kind of really utilizing our skills there. I mean the bigger problems I mentioned earlier is we got Kona Grill and RA with some overlap in real…

Okay. And then the last one for me, just looking at managed license and franchise business. That came in a little lower than expected. It looks like guidance implies a decent ramp in revenues from that business in the second half. Just maybe walk us through any of the puts and takes maybe in the quarter and kind of expectations in the second half.

Yes. I mean, another great question. So on that one, we're really -- we're going to shore up the Benihana franchise business. We picked that up as part of this deal, I'm a big fan of franchise business. So we're going to really prop up and work with our franchise base and really support them with marketing and really elevate that. So I think there's a nice up on that line through our franchising programs. We also got our license program with stadiums and I think there are some things that we can do a little bit better there. We're also working more actively with our partner for the product that we have in the grocery. So we're going to be putting some more emphasis on that. So that should help that line a bit. And then obviously, the big difference in the fourth quarter for us on that line is one of our licensed stores is Scottsdale, which is a very seasonal restaurant. So at the end of the third quarter, beginning of the fourth quarter, that restaurant really will come up. And then obviously, just in general, the fourth quarter performance on the management locations, we get a lot more profit from those locations. So it's a little bit of all of that. It's a little bit of just seasonality and just a bit of us upping some of the business that we've got as part of the acquisitions. And just in general, we're really getting focused on the asset-light business and putting resources behind marketing and supporting those businesses.

The next question comes from Michael Symington with Wedbush Securities. Please go ahead.

Hi. Thanks for the question. Wondering, could you perhaps provide the comp breakdown at Kona, via the pricing and mix that you saw there in traffic?

Yes. Michael, it's Tyler. So it's -- the sales were minus 14%. Checks were minus 19%, and then average chart was up 5%.

Got it. And was there anything notable to call out in terms of monthly cadence that you saw at STK and Kona? Or were trends fairly consistent throughout the quarter?

Yes. I mean I think the trends were fairly consistent throughout the quarter. I don't think there's anything.

Mike, would you need the breakout for Q2 or just need Kona Grill?.

Just speaking to Kona. And I guess just the last one for me right now. Could you provide the commodity and labor inflation you saw in Q2? And has there been any shift in your thinking towards the second half?

Yes. So labor inflation was low single digits, kind of consistent with the industry and then commodity inflation kind of in that same range of low to mid-single digits.

Got it.

And then for the back half of the year, I don't think we expect anything much differently except I think we've seen a little bit of favorability in beef coming in over the last just a month or so.

The next question comes from Roger Lipton with Lipton Financial Services. Please go ahead.

Yes. Hi, Tyler. Hi, Manny. Forgive me for a bit of a bookkeeping question here, but I just wanted to make sure my understanding of this warrant registration is correct. While the company does not get any proceeds from the sale of the warrants, you would receive proceeds when those warrants are exercised and those -- that would then increase the shares outstanding. Is that correct?

Yes, Roger. So there's two different types of warrants there. There's a penny warrant and a market warrant. And so all the penny warrant have a nominal impact, but the market warrant would -- those would be paid in cash.

But the penny warrants would you be issuing 1.9 million shares of common stock, would you not. So you have a new 1.9 million shares outstanding.

Yes, that's right...

Is that correct?

Yes, that's right.

Right. So that would obviously increase obviously, you get $10 million on the market warrants you'd get $10 a share. So you get $10 million roughly for the -- on the extra side of those one million warrants. Is that correct?

Yes, I think that's right. I mean I think the other thing to remember is we've reduced the share count quite a bit over the last couple of years through the share repurchase.

Right. Understood. Okay. Sorry for taking up the time with the bookkeeping aspect.

Of course.

This concludes our question-and-answer session. I would like to turn the conference back over to Manny Hilario for any closing remarks. Please go ahead.

Thank you, everyone, for your interest on the ONE group and for taking the time today to join us. As I always say, thank you to all our teammates in the restaurants and in our support offices that make our business come to life every day. I truly appreciate everybody's engagements and frankly, fantastic engagements and really getting us through what is some interesting times and challenging times in the space. We appreciate that. And then obviously, we are focused on growth and on vibe Dining and I look forward to running to all of you in the restaurants. Everybody, have a great day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.