The ONE Group Hospitality, Inc. (STKS) Earnings Call Transcript & Summary

Greetings, and welcome to The ONE Group conference call to discuss today's announcement. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to Tyler Loy.

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 condition. During today's call, we will discuss certain non-GAAP financial measures. 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 references to the slide numbers during today's call please refer to the investor presentation we posted to the Investors section of our website, www.togrp.com. With that, I would like to turn the call over to Manny Hilario.

Thank you, Tyler, and hello, everyone. We sincerely appreciate you joining us on such short notice to discuss what we believe is a very exciting milestone event for The ONE Group. Today, we announced that we'll be acquiring Safflower Holdings Corp, the parent company of Benihana and RA Sushi, which for the remainder of the call, we will refer to as Benihana. The transaction is valued at $365 million, which will be financed with a portion of a new a $390 million credit facility and $160 million in preferred equity. We are confident this deal will strongly benefit both of our organizations as it diversifies and strengthens our industry-leading portfolio of world-class experiential restaurant concepts by combining 2 top entertainment brands and is consistent with our vision of being the undisputed leader in vibe dining. Importantly, it creates a sizable and meaningful publicly traded company at scale, which we could not achieve in the near term organically. In addition, it creates additional growth and synergies that will make us both more efficient. And importantly, it's accretive to diluted earnings per share with an opportunity to generate significant free cash flow over time. Tyler will walk through the specific terms of the transaction in a few minutes. This transaction has already been approved by both companies' respective Board of Directors. As a result, we anticipate the deal to close by the end of the second quarter, subject to customary closing conditions. Upon completing the acquisition, Benihana is expected to add over $500 million in annualized revenue and over $65 million in annualized EBITDA to The ONE Group. Over time, we plan to gain approximately $20 million in synergies. Starting with Slide 3 of the presentation. And as you know, our vision is to be the undisputed global leader in vibe dining. Our mission is to operate the best restaurant in every market by delivering exceptional and unforgettable guest experiences to every guest every time. We believe that to maximize shareholder value, lead the industry in experiential dining and garner the attention in the public markets, we needed to accelerate our growth beyond organic growth to achieve our vision. Turning to Slide 4. Adding Benihana to our restaurant portfolio is truly transformational, enabling us to reach a scale that we could not have achieved otherwise in the near term. It places our company in a category of one as the global leader in vibe dining by delivering unforgettable, energetic, fun and entertainment through the flawless execution of the 7 fundamentals. These core fundamentals consist of: number one, craveable, high-quality food; number two, a differentiated and appealing bar and cocktail program; number three, memorable facilities; number four, tasteful mood lighting; number five, a compelling music program; number six, a fun, vibrant and energizing environment; and number seven, exceptional service every time. Turning to Slide 5. Let's now discuss the rationale for this transaction and why it is a strategic fit for The ONE Group. First, acquiring Benihana provides us 2 highly differentiated brands, including the only national teppanyaki brand in the U.S., along with RA Sushi; second, it aligns our vision of being the undisputed global leader in vibe dining; third, the transaction creates a sizable and meaningful publicly traded company at scale that we could not achieve in the near term organically. Having been in the public equity markets for more than a decade, we are keenly aware that institutional interest in smaller cap names such as us is rather limited, despite us having grown our business significantly with respect to revenue, EBITDA and our restaurant locations over time, including acquiring Kona Grill 4 years ago. Fourth, it leverages our existing platform for additional asset-light development opportunities; fifth, it generates significant synergies that will make us both more efficient; sixth, Benihana has a significant retail and CPG presence that is growing and highly profitable while expanding awareness for the brand outside of its 4 walls; seventh, Kona Grill and RA Sushi together creates a sizable and relevant grow business; eighth, Benihana provides a compelling economics, both near and long term, and the combined business will generate meaningful cash flow, enabling debt reduction and shareholder-friendly capital allocation to drive long-term value for shareholders; and lastly, the transaction will be accretive to diluted earnings per share. Turning to Slide 6. For these reasons, we view Benihana and RA Sushi as a complementary to our upscale and polished casual brands, STK and Kona Grill, as they all melt quality service, ambiance, high energy and cuisine into one great experience. Benihana and RA Sushi enables to capture a wider range of guest occasions and a higher frequency with distinguished fun brands. All 4 of these brands are geared towards creating a social dining and entertainment experience, and in doing so, are vastly distinguished from more traditional restaurant competitors. Now let me provide some background on Benihana. Benihana is a leading operator of highly differentiated experiential brands that owns the only national teppanyaki brand in the U.S. and RA Sushi. There are 86 restaurants under the name set in the Benihana brand, including franchised Benihana restaurants in the U.S., Caribbean, Central America and South America, along with 19 RA Sushi restaurants in the U.S. Turning to Slide 7. Founded by Japanese-born Rocky Aoki, Benihana is a category-defining brand and American culture icon that pioneered interactive teppanyaki dining in the U.S. In the 1960s, the brand introduced countless diners to magic and flavors of Japan, and weaved it into the fabric of American pop culture to one-of-a-kind vibrant experiential dining with timeless appeal. Today, it is the largest, most recognizable and only national teppanyaki brand with highly skilled chefs and mouthwatering cuisine delivered in a theatrical, fun environment that has been delighting guests of all ages for an incredible 6 decades. As you can see, this iconic brand in entertainment dining has captured the imagination of guests and received far-reaching press. Turning to Slide 8. Benihana is one-of-a-kind celebratory fun experience that drives industry-leading strong brand efficacy and appeals across generations and income levels. The theatrical execution enables the creation of great guest memories. This leads to strong brand loyalty that results in a higher frequency of visits. Turning to Slide 9. As you can see, Benihana clearly aligns with the vibe dining that The ONE Group is so well known for and highly regarded. Differentiated and experiential high-quality menu world-class bar program, memorable hospitality, and fun and energizing environment. Turning to Slide 10. In aggregate, our combined footprint of The ONE Group will be consist of 168 venues internationally and growing, of which 114 are full-service entertainment restaurants and 46 are grill concept restaurants. In addition, we also have 8 food and beverage venues as part of our hospitality services platform. We view this as a proven and scalable international platform now with compelling white space with an addressable market of over 800 venues. Turning to Slide 11. These are highly complementary brands that diversify our portfolio. Benihana is a proven platform with powerful unit-level economics and multiple growth leverage. This includes off-premise business, coupled with a significant upside in rapidly growing high-margin asset-light developments such as CPG licensing, franchising and nontraditional venues like sports stadiums. The Benihana brand serves more than 15 million guests annually, has more than 275 million views of paid ads on Instagram and Facebook, and commands more than 83% brand awareness according to a study conducted by [ Buell ] Research. Average unit volumes are approximately 6.5 million and the average check is about $46. Food comprises 87% of sales while beverage mix is at 13%. Off-premise sales, including take-out delivery, account for about 12% of sales. The dinner/lunch mix is approximately 76%/24%. We think the white space opportunity for Benihana brand restaurants in the U.S. alone is about 400 restaurants, which suggests that the brand is early on its potential. Each location is designed to involve an authentic Japanese atmosphere and provides an escape from everyday restaurant dining. This model works everywhere and is enabled through flexible footprints and distinctive designs that generate dramatic curb appeal and facilitate exceptional and memorable guest experiences. The Benihana brand is comprised of 86 restaurants in the Americas and generates over $500 million in system-wide revenue, while the RA Sushi brand is comprised of 19 RA Sushi restaurants and generates approximately $80 million in system-wide revenue. RA Sushi debuted nearly 3 decades ago and continues to delight guests with Japanese cuisine in a fun-filled, bar forward, upbeat and vibrant dining atmosphere, anchored by creative sushi, inventive drinks and outstanding service. Outside research has validated that it's viewed as unique, energetic and lively, offering higher food quality and value compared to other full-service peers. Average unit volumes are approximately $4 million, and the average check is about $31. Food comprises 79% of sales, while beverage mix is at 21%. Off-premise and digital sales account for about 20% of total sales. The dinner/lunch mix is approximately 80%/20%. In both cases, Benihana and RA Sushi's differentiated market positions are supported by sustainable competitive advantages that deliver unique dining experiences that have broad generational appeal. Now turning to Slide 12. We have proven acquisition and integration capabilities as demonstrated by the significant improvements of performance of Kona Grill since we acquired the brand assets in 2019, as demonstrated by both growth in sales, EBITDA dollars per unit, and ROI has been over 50%. Turning to Slide 13. Culturally, our companies are very well suited for each other and a great fit. Our shared core values include a passion for people, treating our guests, employees and partners with honesty, dignity, respect and integrity, providing excellence in food and beverage, and holding ourselves accountable to results. Turning to Slide 14. Our vision is brought to life every day through executing on our mission, and supported by our focus on 3 fundamental pillars: operations, marketing and culinary. We expect this to only get stronger after the closing of the transaction and with the addition of Benihana to The ONE Group family. And now I'll turn the call over to our CFO, Tyler Loy, to walk through the terms of the transaction.

Thank you, Manny. Our combined business will generate meaningful free cash flow, enabling debt reduction and shareholder friendly capital allocation to drive long-term value for shareholders. Beginning with Slide 15, let's discuss the specifics of the transaction. Consideration is $365 million, which will be paid in cash. The multiple is 5.2x calendar 2023 run rate adjusted EBITDA of approximately $70 million. However, that multiple becomes 4.1x after realizing economies of scale. Annual synergies are projected to reach $20 million, which we expect to achieve over the next 24 months. Onetime integration expenses are estimated to be between $10 million and $15 million. In terms of capital structure, the transaction will be funded with $160 million in preferred equity and a portion of our new debt financing arranged by Deutsche Bank of $390 million, which is comprised of a $350 million Senior Term Loan B and a $40 million unfunded revolver. We are particularly pleased that there are no financial covenants on the term loan, amortization is low, and leverage is very manageable. Interest is SOFR plus 650 basis points on the Term Loan B and SOFR plus 600 basis points with step-downs on the revolving line of credit. The preferred equity is primarily with Hill Path Capital for $160 million, with a PIK dividend of initially 13%. We will have nearly $100 million in estimated liquidity after we close. As Manny mentioned before, the transaction is, of course, subject to customary regulatory approvals. Turning to Slide 16, here's what our capitalization looks like before and after the transaction. Our net debt will increase by $243 million. We will have new preferred equity of $160 million. And our share count will rise by approximately 1.7 million shares, which reflects warrants that will be issued with the preferred equity. We will have 168 venues, generating nearly $850 million in GAAP revenues and over $1 billion in system-wide revenues. Our TTM adjusted and run rate EBITDA will rise to $105 million and $117 million, respectively. TTM run rate EBITDA with expected synergies will rise to $137 million, more than tripling our current adjusted EBITDA. Turning to Slide 17. In terms of sources of cash, the $490 billion is comprised of a new Term Loan B totaling $338 million in cash net of OID, and $152 million in cash net of OID from the preferred equity. The expected uses of cash are comprised of $365 million for the purchase, a $76 million paydown of our current facility, transaction expenses of approximately $15 million, and additional cash to the balance sheet of $34 million. Turning to Slide 18, here you can see Benihana's same-store sales trends over the last 8 quarters. Notably, compared to pre-COVID 2019, same-store sales have averaged mid-20% growth. Historically, Benihana has demonstrated a consistent track record of strong sales -- same-store sales performance in various environments. I will now turn the call back over to Manny.

Thank you, Tyler. A new chapter has begun, and we are now on our path to $5 billion in system-wide sales. Annually, we plan on growing 3 to 5 units for each of our growth brands, STK, Kona Grill and Benihana. In addition, we plan to grow 1 to 3 new managed or licensed venues, and expect to maintain, over time, 3% to 5% annual growth in same-store sales. We will continue to focus on capital-wide activities with a disciplined approach to managing G&A, and maintaining strong restaurant-level EBITDA margins. We expect, meanwhile, that we'll continue to benefit from the economies of scale and operating efficiencies. Over time, this model should enable us to generate consistent 15%-plus EBITDA growth. To sum up, turning to Slide 20. We are better positioned today for the future through this transaction and look forward to continue to create value for our shareholders. We will be happy to answer your questions. Operator, please open the line.

[Operator Instructions] Our first question comes from the line of Nick Setyan with Wedbush Securities. Please proceed with your question.

So just first, a clarification on the preferred equity. I think you said 13% dividend plus warrants. Can you just revisit, like, what the details on the warrants are? How many warrants -- what, like -- when they're in the money, et cetera, what date they expire?

Sure, Nick. This is Tyler. So it's about 1.7 million warrants. They have an exercise price of $0.01, and they expire over 10 years.

Okay. And then in terms of the Benihana and the RA Sushi unit economics, you guys talked about sort of the AUVs. What are the construction costs and the unit-level margins?

Yes. So starting with restaurant level margins, the Benihana restaurants are between 19% and 20% restaurant-level margin. The RA Sushi restaurants are about 14% to 15% restaurant-level margin. And then restaurant build costs typically around $4 million net for the Benihana, slightly less for the RA restaurants.

And Nick, as I think as I mentioned -- this is Manny, by the way, as I mentioned on my prepared statements, our emphasis on growth will be STK, Kona Grill and Benihana.

Sure. Do you guys, like, have any visibility around the near-term sales trends at Benihana? And, like, how much confidence you have that $65 million is a good number for 2024? I mean understanding that, that's what it was in '23, but how much confidence do you have around the $65 million EBITDA number for '24?

Well, I mean, I'm very confident on the brand, one of the reasons why we're doing this transaction. So I think the brand is doing -- has done fantastic. As a matter of fact, I believe we have a slide with the same-store sales performance recently. And I don't -- I think that, that's momentum on same-store sales will continue. I think as Tyler mentioned earlier, the brand has a history of doing really well in different sales environment. It's obviously been around for a long time, so we were able to kind of really dig back in history and see that they performed well in all of those environments. And in terms of what that means from an EBITDA perspective, I think after the transaction closes, we obviously will issue guidance and our guidance will reflect that view on EBITDA.

Our next question comes from the line of Mark Smith with Lake Street Capital Markets.

First question for me, just curious if you can give us more insight into kind of synergies, this $20 million in EBITDA over 24 months or so, kind of what -- how you get there. And also, if you can talk about integration expenses that you have kind of built into the expectations here, kind of what is going into that early on? How much money kind of needs to be spent on these restaurants out of the gate?

Yes. I mean -- this is Manny, by the way. I think there's a significant amount of synergies when it comes down to supply chain. There's also synergies when it comes to integration of operations such as call center, so I think there's a lot of things that will shape over the next 2 years in terms of those synergies, not to mention operating and marketing synergies. Because now we're going to have many restaurants in the same markets. Rather than just having 1 or 2, maybe we'll have 3, 4 or 5 restaurants in some of the markets, so there's significant economies of scale that will come with that, building up regions and markets out there. In terms of the integration costs, obviously, the first layer will be supply chain. The second level will be information technology, moving then on to operations. Obviously, we've done this before. We did it with Kona Grill, so we will take on the same, if you will, workflow and plan as we've done previously. And obviously, because there's a lot of overlap on the vendors that we use, I think that, probably, be the easier portion of the integration will be the supply chain advantage because we have such a dramatic overlap of vendors that I think that process will be -- I don't want to say -- it will be, probably, one of the easier part of the integration process. So we look forward to starting that process. And as I said, there will be -- I think, over time, there'll be marketing synergies, supply chain synergies, as well as operational synergies that comes from combining work streams on the 2 companies.

Okay. And along with the integration, a big question for me is how do you add more elements of kind of your vibe dining into these brands? And is part of your expectations that you can drive maybe higher beverage or alcohol sales at these restaurants?

Yes. So I think the big overlap is, obviously, on the entertainment component. I believe as you look at the restaurant space, outside of what we do at The ONE Group, I would say that Benihana would be the other restaurant concept, brand that really truly lives that experiential component of dining, so there's a natural fit with that in terms of additional opportunities. I think as you pointed out, I do think that our focus on bar will clearly be a plus that we'll bring in, and focus on the music programs and other things that we'll add on. But the reality is the brand on its own already provides such a high level of liveliness and entertainment that, obviously, our job will be to [ maintain that ]. We'd preserve that level and add layers around it so that we preserve the fundamental there. RA is also very lively, also lots of fun. They already have a pretty good bar business, significant bar business. So in there, it will be also around music assets and perhaps just evolving around it. And then I think the big piece is going to be combining the digital assets of both brands. I think both companies have a very strong digital footprint and lots of, if you will, social already footprints. And I think combining those will be a significant way of celebrating the vibe and really creating awareness about the fun components of all the brands. So I'm super excited about all the possibilities that brings in, not to mention the possibility of a loyalty that brings in a lot of these great brands together, so lots of possibilities in terms of creating synergies and opportunities around the vibe experience in all these brands.

Okay. And then as we think about growth, you talked about 3 to 5 annual units in kind of long-term growth targets. Are there currently any leases out there, restaurants under construction, or are we a ways out before we see kind of the first new Benihana opened?

No. I mean, there's -- the pipeline is already built. There's a fantastic line of Benihanas already in the pipeline. And obviously, there's also RA Sushi in the pipeline that we will also be evaluating. So there's a really active pipeline of opportunities. And again, the pipeline on the RA will -- really evaluating its grill, right? So now I'm looking at RA and Kona Grill as a growth concept with a lot of overlap, particularly, when it comes to the sushi component, so that will give us flexibility to work on it. And we have, as you know, a really large pipeline already with The ONE Group, particularly STK, we have a -- and Kona Grill. We have a very established pipeline for the next 2, 3 years. So when I look at the long-term outlook on organic growth, I think that we're ready to go.

Okay. And then just thinking about uses of cash and CapEx. Most of these restaurants, have they been remodeled recently? Is there any big initial capital deployment that you'll need to make in any of these acquired restaurants?

Yes. I mean, as we did our due diligence on the company, the brand has been -- or the company has done a really good job of maintaining existing restaurants. I would say that the quality of the asset -- quality of the asset base is really good. Obviously, as you know, we have to always reskin and refresh restaurants over time. So there'll be a couple of restaurants that will be just on a normal refresh routine. So we'll refresh a couple of them a year, just like we typically do with our existing restaurant base. But there is not any significant onetime program that will be needed to refresh the assets.

Okay. And then I think the last one for me. Just Slide 18, the comps for Benihana. Does that include raw in that? Is that all consolidated? And if so, or if not, anything to call out on kind of how the raw same-store sales have trended?

So it is consolidated. It's consolidated same-store sales. We haven't really provided brand-level same-store sales yet, so we'll probably do that next time. We'll get it all together. But that is consolidated same-store sales for the whole company.

Our next question comes from the line of Roger Lipton with Lipton Financials.

Yes. Hi, Manny. Forgive my voice. I've got a little -- I don't feel as bad as I sound. And it sounds very exciting, of course, big project for you. Plenty of work ahead. Are any of the stores likely to be closed -- any of the Benihanas likely to be closed? Can you tell us anything about the kind of the general health? And is that necessary, do you think?

No. I mean, listen, I think Benihana, obviously, iconic brand. This has been around for a long time. And frankly, I'm really delighted how well every single one of them does. So right now, we do not have any particular outliers or restaurants that we're evaluating, so we feel really good about that. And frankly, every single one of them is performing really well. Obviously, you always have some in the portfolio that probably, over time, will require a little bit of extra attention. But overall, I would say it's a fantastic, high-quality asset base.

And I was a little unclear in terms of new Benihanas. Are there several sites at least in the pipeline to be opened? Or will you have to start that effort kind of from scratch?

No, we already have -- there is already a built pipeline for it. So it's already in existence, and enough to fund that 3 to 5 that we have in our long-term outlook.

And what about their marketing effort in general? The brand, of course, has been around for at least 50 years, so it is well known. What have they been doing in terms of brand marketing? And what do you think you can do to maybe exploit an opportunity there?

Yes. I mean, so they've done lots of digital. I think as I mentioned in my prepared comments, they have a large digital footprint. They've been doing a significant amount of social, so that's already there. I think, obviously, now going forward, we do have the opportunity here to work with both databases because, as you know, we also have a significant asset in place in terms of digital, so we're really combining 2 very strong digital bases together. And I think that as we continue going forward, I think we'll leverage that. And frankly, I think the best part of the brand marketing is really the experience in the restaurants. I think that when you go in there and you see the theatrical nature of what they do and just the excellence of that experience, I think that's really what drives, frankly, one of the best awareness of a brand in the restaurant space. So we're super excited about doing [ this ] and combining with them in terms of the digital footprint. And then as you could see from one of the slides we have there, they get plenty of free press. There's obviously a very strong connection to the brand. Almost everyone has had a birthday or a special occasion in there. And it's -- and the brand really takes people to a really good place, right, really good memories, really good experiences. So I'm super excited about taking our digital footprint. If you go eat STK and stuff like that, you notice that we do a lot of great, fun stuff on digital, and I think will be just exciting to collaborate with the marketing team there and really just evolve that digital footprint a little bit more. But I'm super pumped about the possibilities of such a large digital footprint, particularly with a brand that is so iconic. So I think iconic plus digital today is super powerful.

Yes. I completely agree with you. There's hardly any other experiential brand that I can think of that has been around as long and still has as much respect as it does in the marketplace. So you freshen it up just touch, it should be very exciting. That's all I've got for the moment.

Thank you, Roger. I hope you feel better.

Thank you. There are no further questions at this time. I'd like to turn the floor back over to Manny Hilario for closing comments.

Yes. Thank you all for your interest into ONE Group. And I look forward to seeing you all out in our restaurants. Have a nice evening. Thank you, everyone.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.