ONE Group Hospitality, Inc.: Form 10-Q for the period ended Mar 30, 2025

This Quarterly Report on Form 10-Q and certain information incorporated herein by reference contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Forward-looking statements speak only as of the date thereof and involve risks and uncertainties that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include the risk factors discussed under Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 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) our ability to integrate the new or acquired restaurants into our operations without disruptions to operations; (2) our ability to capture anticipated synergies; (3) 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 employees; (4 )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; (5) 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; (6) changes in applicable laws or regulations; (7) the possibility that The ONE Group may be adversely affected by other economic, business, and/or competitive factors; (8) the impact of actual and potential changes in immigration policies, including potential labor shortages; (9) the potential impact of the imposition of tariffs, including increases in food prices and inflation, and (10) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “ongoing,” “could,” “estimates,” “expects,” “intends,” “may,” “appears,” “suggests,” “future,” “likely,” “goal,” “plans,” “potential,” “projects,” “predicts,” “should,” “targets,” “would,” “will” and similar expressions that convey the uncertainty of future events or outcomes. You should not place undue reliance on any forward-looking statement. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required under applicable law.

General

This information should be read in conjunction with the condensed consolidated financial statements and the notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

As used in this report, the terms “Company,” “we,” “our,” or “us,” refer to The ONE Group Hospitality, Inc. and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.

Business Summary

We are an international restaurant company that develops, owns and operates, manages, licenses and franchises upscale and polished casual, high-energy restaurants and lounges and provides turn-key food and beverage (“F&B”) services and consulting service for hospitality venues including hotels, casinos and other high-end locations. Turn-key F&B services are food and beverage services that can be scaled, customized and implemented by us for a client. Our vision is to be the undisputed global leader in VIBE dining by executing upon our mission of creating great guest memories by operating the best restaurant in every market that we operate in by delivering exceptional and unforgettable experiences to every guest, every time. We design all our restaurants, lounges and F&B services to create a social dining and high-energy entertainment experience within a destination location. We believe that this design and operating philosophy separates us from more traditional restaurant and foodservice competitors.

Our primary restaurant brands are below:

• STK, a modern twist on the American steakhouse concept featuring premium steaks, seafood and specialty cocktails in an energetic upscale atmosphere;
• Benihana, an interactive dining destination with highly skilled chefs preparing food in front of guests and served in an energetic atmosphere alongside fresh sushi and innovative cocktails;
• Kona Grill, a polished casual bar-centric grill concept featuring American favorites, award-winning sushi, and specialty cocktails in a polished casual atmosphere; and
• RA Sushi, a Japanese cuisine concept that offers a fun-filled, bar-forward, upbeat, and vibrant dining atmosphere anchored by creative sushi, inventive drinks, and outstanding service.
• Our F&B hospitality management services are marketed as ONE Hospitality and include developing, managing and operating restaurants, bars, rooftop lounges, pools, banqueting and catering facilities, private dining rooms, room service and mini bars tailored to the specific needs of high-end hotels and casinos. We also provide hospitality advisory and consulting services to certain clients. Our F&B hospitality clients operate global hospitality brands such as the W Hotel, ME Hotel, Curio by Hilton and Hippodrome Casino. For those restaurants and venues that are managed, licensed or franchised, we generate management fee and franchise fee revenue based on top-line revenues and incentive fee revenue based on a percentage of the location’s revenues and net profits. We also operate venues under the brands of Radio, Hideout and Rivershore Bar & Grill.

We opened our first restaurant in January 2004 in New York, New York. We currently own, operate, manage, license or franchise 166 venues, including 30 STKs, 84 Benihanas, 27 Kona Grills and 16 RA Sushis in major metropolitan cities in North America, Europe and the Middle East, and 9 F&B venues in four hotels and casinos in the United States and Europe.

As our footprint increases, we expect to benefit by leveraging system-wide operating efficiencies and best practices through the management of our general and administrative expenses as a percentage of overall revenue.

We intend to open five to seven new venues in 2025. We have opened the following restaurants to date in 2025:

• Owned Benihana restaurant in San Mateo, California (March 2025)
• Owned STK restaurant in Topanga, California (April 2025)

There is currently one Company-owned STK restaurant and one Company-owned Kona Grill restaurant under construction in the following cities:

• Owned STK restaurant in Los Angeles, California (relocation of our existing STK Westwood restaurant)
• Owned Kona Grill restaurant in Seattle, Washington

We have arranged to continue operating the restaurant at the W Hotel as “Samurai Steakhouse”.

The table below reflects our current venues by restaurant brand and geographic location:

(1) Locations with an STK and STK Rooftop are considered one venue location. This includes the STK Rooftop in San Diego, California, which is a licensed location.

(2) STK Ibiza, an international licensed location, is temporarily closed.

(3) Includes Benihana locations at sports arenas.

(4) Includes concepts under the Company’s F&B hospitality management agreements and other venue brands such as Salt Water Social, Bao Yum, Heliot, Hideout, Radio and Rivershore Bar & Grill.

During the first quarter of 2025, we closed two Company-owned Benihana restaurants at sports arenas in Carson, California and Kansas City, Missouri.

Our Growth Strategies and Outlook

Our growth model is primarily driven by the following:

• Expansion of STK and Benihana restaurants
• Increase same store sales and increase our operating efficiency
• Acquisitions

Benihana Acquisition

On May 1, 2024, we acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. from Safflower Holdings LLC for $365.0 million, subject to customary adjustments (the “Benihana Acquisition”). Safflower Holdings Corp. beneficially owned most of the Benihana restaurants, as well as all of the RA Sushi restaurants, in the United States. We also franchise Benihana locations in the U.S., Latin America (excluding Mexico) and the Caribbean.

Executive Summary

Total revenue increased $126.1 million, or 148.4% to $211.1 million for the three periods ended March 30, 2025 compared to $85.0 million for the three months ended March 31, 2024 primarily attributable to the Benihana Acquisition.

Same store sales for 2025 compared to 2024 and 2024 compared to 2023 were as follows:

Operating income increased $11.3 million to $10.7 million for the three periods ended March 30, 2025 from a loss of $0.6 million for the three months ended March 31, 2024 primarily due to the increase in operating income attributable to the acquired restaurants partially offset by transition and integration costs related to the Benihana Acquisition.

Restaurant Operating Profit increased $22.3 million, or 169.9% to $35.5 million for the three periods ended March 30, 2025 compared to $13.2 million for the three months ended March 31, 2024. Restaurant Operating Profit as a percentage of owned restaurant net revenue was 17.1% in the first quarter of 2025 compared to 16.1% in the first quarter of 2024. Approximately $25.0 million of the increase in Restaurant Operating Profit was attributable to the addition of the Benihana and RA Sushi restaurants which were acquired on May 1, 2024 offset by a decrease in Restaurant Operating Profit from our existing business driven by fixed cost deleveraging resulting from a decrease in same store sales. See “Results of Operations” below for a reconciliation of Operating income (loss), the most directly comparable GAAP measure to Restaurant Operating Profit.

Net income attributable to The ONE Group Hospitality, Inc. was $1.0 million for the three periods ended March 30, 2025, compared to net loss of $2.1 million for the three months ended March 31, 2024, primarily due to income generated at the acquired restaurants partially offset by transition and integration costs.

Results of Operations

The following table sets forth certain statements of operations data for the periods indicated (in thousands):

The following table sets forth certain statements of operations data as a percentage of total revenues for the periods indicated. Certain percentage amounts may not sum to total due to rounding.

(1) These expenses are shown as a percentage of owned restaurant net revenue.

EBITDA, Adjusted EBITDA, Restaurant Operating Profit and Restaurant EBITDA are presented in this Quarterly Report on Form 10-Q to supplement other measures of financial performance. EBITDA, Adjusted EBITDA, Restaurant Operating Profit and Restaurant EBITDA are not required by, or presented in accordance with, accounting principles generally accepted in the U.S. (“GAAP”). We define EBITDA as net income before interest expense, provision for income taxes and depreciation and amortization. We define Adjusted EBITDA as net income before interest expense, provision for income taxes, depreciation and amortization, non-cash impairment loss, non-cash rent expense, non-recurring gains and losses, stock-based compensation, certain transactional and exit costs and transition and integration expenses. Not all the aforementioned items defining Adjusted EBITDA occur in each reporting period but have been included in our definitions of terms based on our historical activity. Adjusted EBITDA presented in this Quarterly Report on Form 10-Q is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define Restaurant Operating Profit as owned restaurant net revenue minus owned restaurant cost of sales and owned restaurant operating expenses. We define Restaurant EBITDA as owned restaurant net revenue minus owned restaurant cost of sales, owned restaurant operating expenses before non-cash rent.

We believe that EBITDA, Adjusted EBITDA, Restaurant Operating Profit and Restaurant EBITDA are appropriate measures of our operating performance because they eliminate non-cash or non-recurring expenses that do not reflect our underlying business performance. We believe Restaurant Operating Profit and Restaurant EBITDA are important components of financial results because: (i) they are widely used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency, and performance, and (ii) we use Restaurant Operating Profit and Restaurant EBITDA as a key metric to evaluate our restaurant financial performance compared to our competitors. We use these metrics to facilitate a comparison of our operating performance on a consistent basis from period to period, to analyze the factors and trends affecting our business and to evaluate the performance of our restaurants. Adjusted EBITDA has limitations as an analytical tool and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies; accordingly, you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA is a key measure used by management and is a metric used in our debt compliance calculation. Additionally, Adjusted EBITDA and Restaurant Operating Profit are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA and Restaurant Operating Profit, alongside other GAAP measures such as net income, to measure profitability, as a key profitability target in our budgets, and to compare our performance against that of peer companies despite possible differences in calculation.

The following table presents a reconciliation of net (loss) income to EBITDA and Adjusted EBITDA for the periods indicated (in thousands):

(1) Lease termination expenses are costs associated with closed locations

(2) Non-cash rent expense is included in owned restaurant operating expenses, pre-opening expenses and general and administrative expense on the condensed consolidated statements of operations.

The following table presents a reconciliation of Operating (loss) income to Restaurant Operating Profit for the periods indicated (in thousands):

Restaurant Operating Profit by brand is as follows (in thousands):

Restaurant EBITDA by brand is as follows (in thousands):

Results of Operations for the Three Periods Ended March 30, 2025 Compared to the Three Months Ended March 31, 2024

Revenues

Owned restaurant net revenue. Owned restaurant net revenue increased $125.9 million, or 154.5%, to $207.4 million for the three periods ended March 30, 2025, from $81.5 million for the three months ended March 31, 2024. The increase was primarily attributable to the acquisition of Benihana and RA Sushi restaurants on May 1, 2024, which generated $128.3 million in revenues coupled with revenues from six restaurants opened since February 2024. Comparable restaurant sales decreased 3.2% in the three periods ended March 30, 2025 compared to the three months ended March 31, 2024.

Management and license fee revenue. Management and license fee revenues increased $0.2 million, or 7.0%, to $3.7 million for the three periods ended March 31, 2025, from $3.5 million for the three months ended March 31, 2024. The increase was primarily attributable to franchise revenue from Benihana restaurant franchise agreements.

Cost and Expenses

Owned restaurant cost of sales. Food and beverage costs for owned restaurants increased $24.4 million, or 130.4%, to $43.1 million for the three periods ended March 30, 2025, from $18.7 million for the three months ended March 31, 2024. The increase in owned restaurant cost of sales is primarily attributed to $24.8 million in cost of sales associated with revenues generated by Benihana and RA Sushi restaurants acquired on May 1, 2024. As a percentage of owned restaurant net revenue, cost of sales decreased 220 basis points from 23.0% in the three months ended March 31, 2024 to 20.8% for the three periods ended March 30, 2025 primarily due to lower cost of sales for Benihana restaurants, better performance at our existing business, and integration synergies.

Owned restaurant operating expenses. Owned restaurant operating expenses increased $79.2 million to $128.8 million for the three periods ended March 30, 2025, from $49.6 million for the three months ended March 31, 2024. The increase in owned restaurant operating expense is primarily attributed to $78.5 million in operating expenses associated with Benihana and RA Sushi restaurants acquired on May 1, 2024. Owned restaurant operating costs as a percentage of owned restaurant net revenue increased 120 basis points from 60.9% in the three months ended March 31, 2024 to 62.1% for the three periods ended March 30, 2025 primarily due to general operating cost inflation and fixed cost deleveraging driven by a decrease in same store sales.

General and administrative. General and administrative costs increased $5.6 million, or 73.8% to $13.1 million for the three periods ended March 30, 2025 compared to $7.5 million for the three months ended March 31, 2024. The increase was attributable to incremental headcount associated with the Benihana Acquisition and increased professional fees. As a percentage of revenues, general and administrative costs improved by 270 basis points to 6.2% for the three periods ended March 30, 2025 compared to 8.9% for the three months ended March 31, 2024.

Depreciation and amortization. Depreciation and amortization expense increased $4.5 million to $9.8 million for the three periods ended March 30, 2025, compared to $5.3 million for the three months ended March 31, 2024. The increase was primarily related to depreciation and amortization for the Benihana and RA Sushi restaurants acquired on May 1, 2024 coupled with depreciation associated with the opening of six new owned venues since February 2024 and capital expenditures to maintain and enhance the guest experience in our restaurants.

Transition and integration costs. In the three periods ended March 30, 2025, we incurred $3.7 million of transition and integration costs associated with the Benihana Acquisition, which closed on May 1, 2024. Included in these costs are expenses related to identified duplicate professional service vendors, operational support offices, support positions, and maintenance expenses that will be eliminated in the foreseeable future. We will continue to integrate Benihana by leveraging our corporate infrastructure, our supply chain, and unique Vibe Dining program, to elevate the brand experience and drive improved performance.

Pre-opening expenses. In the three periods ended March 30, 2025, we incurred $1.7 million of pre-opening expenses primarily comprised of payroll, training and other costs for Benihana San Mateo and STK Topanga which opened in March 2025 and April 2025, respectively, payroll and travel costs for the training team and pre-opening expenses for restaurants currently under development. Pre-opening expenses for the three months ended March 31, 2024 were $2.9 million. Details of pre-opening expenses by category are provided in the table below for the three periods ended March 30, 2025 and three months ended March 31, 2024 (in thousands).

(1) Cash rent paid was $0.4 million for the three periods ended March 30, 2025. Cash rent paid was $0.1 million for the three months ended March 31, 2024.

Interest expense, net of interest income. Interest expense, net of interest income, was $9.8 million for the three periods ended March 30, 2025 compared to $2.1 million for the three months ended March 31, 2024. We borrowed $350.0 million on May 1, 2024 to finance the Benihana Acquisition. The weighted average interest rate for the three periods ended March 30, 2025 was 10.9% compared to 12.3% for the three months ended March 31, 2024.

Provision (benefit) for income taxes. The provision for income taxes for the three periods ended March 30, 2025 was $0.3 million compared to a benefit of $0.3 million for the three months ended March 31, 2024. The effective income tax rate for the first quarter of 2025 was 31.4% compared to 9.9% for the first quarter of 2024.

Liquidity and Capital Resources

Executive Summary

Our principal liquidity requirements are to meet our lease obligations, working capital and capital expenditure needs and to pay principal and interest on our outstanding debt. Subject to our operating performance, which, if significantly adversely affected, would adversely affect the availability of funds, we expect to finance our operations for at least the next 12 months and the foreseeable future, including the costs of opening currently planned new restaurants, through cash provided by operations, construction allowances provided by landlords of certain locations and borrowings under our Credit Agreement. We also may borrow on our revolving credit facility or issue equity, including preferred stock, to support ongoing business operations and fund additional expansion. We believe these sources of financing are adequate to support our immediate business operations and plans. As of March 30, 2025, we had cash and cash equivalents of $21.4 million and $348.3 million in long-term debt, which consisted of borrowings under our Credit Agreement. As of March 30, 2025, the availability on our revolving credit facility was $33.6 million, subject to certain conditions.

For the three periods ended March 30, 2025, capital expenditures were $14.3 million of which $9.7 million related to the opening of four restaurants since September 30, 2024, including Benihana San Mateo which opened in March 2025 and STK Topanga which opened in April 2025 as well as restaurants that were under development as of March 30, 2025. We spent $4.6 million on maintenance capital expenditures for existing restaurants which included rooftops remodels at STK Orlando and Kona Grill Boca Park and replacement of furniture, fixtures, and equipment. Net capital expenditures, inclusive of $1.4 million in landlord contributions, was $12.9 million for the three periods ended March 30, 2025. We expect to receive between $0.8 million and $1.4 million in landlord contributions in the next three months.

Capital expenditures by type for the three periods ended March 30, 2025 and the three months ended March 31, 2024 are shown below (in thousands).

Our operations have not required significant working capital, and, like many restaurant companies, we may have negative working capital during the year. Revenues are received primarily in credit card or cash receipts, and restaurant operations do not require significant receivables or inventories, other than our wine inventory. In addition, we receive trade credit for the purchase of food, beverages and supplies, thereby reducing the need for incremental working capital to support growth. Due to the seasonality of our business, we typically generate a greater proportion of our cash flow from operations during the fourth quarter.

Our future cash requirements will depend on many factors, including the pace of expansion, conditions in the retail property development market, construction costs, the nature of the specific sites selected for new restaurants, and the nature of the specific leases and associated tenant improvement allowances available, if any, as negotiated with landlords. We have made significant investments in our training and development teams to support new restaurants openings. We believe these investments are necessary to support the successful opening of our new restaurants. If we modify our growth plans, the personnel that comprise our training team could be deployed to operate existing restaurants.

To help manage future cash requirements, we limit the number of owned company venues under construction at any given time to four restaurants. We also set a maximum number of signed leases for new restaurant development to twelve in order to minimize our cash rent commitment to approximately $3.0 million to $4.0 million annually for restaurants under development.

Credit Agreement

Refer to Note 6 and Note 17 to our condensed consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information regarding our long-term debt arrangements and commitments and contingencies.

Capital Expenditures and Lease Arrangements

When we open new Company-owned restaurants, our capital expenditures for construction increase. For owned STK restaurants, where we build from a shell state, we have typically targeted a restaurant size of 8,000 square feet with a gross cash investment of approximately $700 to $750 per square foot, exclusive of $150 per square foot in landlord contributions. STK restaurants opened in 2023 and 2024 had a gross cost per square foot of $706 and $132 per square foot in landlord contributions with an average size of 10,618 square feet. For owned Benihana restaurants, where we build from a shell state, we have typically targeted a restaurant size of 7,000 square feet. In situations where we add functional space and build a restaurant with a mezzanine, covered patio, or rooftop, costs per square foot will increase. Typical cash pre-opening costs are $0.6 million to $0.8 million, excluding the impact of cash and non-cash pre-opening rent. In addition, some of our existing restaurants will require capital improvements to either maintain or improve the facilities. We may add seating or provide enclosures for outdoor space in the next twelve months for some of our locations, when we believe that will increase revenues for those locations.

Our hospitality F&B services projects typically require limited capital investment from us. Capital expenditures for these projects are primarily funded by cash flows from operations and equipment financing, depending upon the timing of these expenditures and cash availability.

We typically seek to lease our restaurant locations for periods of 10 to 20 years under operating lease arrangements, with a limited number of renewal options. Our rent structure varies, but our leases generally provide for the payment of both minimum and contingent rent based on sales, as well as other expenses related to the leases such as our pro-rata share of common area maintenance, property tax and insurance expenses. Many of our lease arrangements include the opportunity to secure tenant improvement allowances to partially offset the cost of developing and opening the related restaurants. Generally, landlords recover the cost of such allowances from increased minimum rents. However, there can be no assurance that such allowances will be available to us on each project that we select for development.

Cash Flows

The following table summarizes the statement of cash flows for the three periods ended March 30, 2025 and the three months ended March 31, 2024 (in thousands):

Operating Activities. Net cash provided by operating activities was $8.5 million for the three periods ended March 30, 2025, compared to $10.4 million for the three months ended March 31, 2024. The increase was primarily attributable to the timing of payments on accounts payable and accrued expenses.

Investing Activities. Net cash used in investing activities for the three periods ended March 30, 2025 was $14.3 million, primarily for the construction of three restaurants opened or scheduled to opened during the first half of 2025, as well as residual payments on the two restaurants that opened during the fourth quarter of 2024 and restaurants that were under development as of March 30, 2025, as well as capital expenditures for existing restaurants, compared to $15.8 million for the three months ended March 31, 2024. Purchases of property and equipment during the three periods ended March 30, 2025 included approximately $5.5 million that was accrued as of December 31, 2024 and paid during the first quarter of 2025.

Financing Activities. Net cash used in financing activities for the three periods ended March 30, 2025 was $0.3 million primarily comprised of $0.3 million in stock repurchases compared to net cash used in financing activities of $0.2 million for the three months ended March 31, 2024.

Recent Accounting Pronouncements

See Note 1 to our condensed consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for a detailed description of recent accounting pronouncements. We do not expect the recent accounting pronouncements discussed in Note 1 to have a significant impact on our consolidated financial position or results of operations.

As a “smaller reporting company,” as defined in Item 10 of Regulation S-K, we are not required to provide this information.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as our controls are designed to do, and management necessarily applies its judgment in evaluating the risk and cost benefit relationship related to controls and procedures.

Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures as of March 30, 2025 and, based on this evaluation, have concluded that our disclosure controls and procedures were effective as of March 30, 2025.

Changes in Internal Controls

On May 1, 2024, we completed the Benihana Acquisition and have implemented new processes and internal controls to assist us in the preparation and disclosure of financial information. Given the significance of the Benihana Acquisition, we have excluded the acquired Benihana business from our assessment and report on internal controls over financial reporting for the year ended December 31, 2024. Benihana and RA Sushi make up approximately 50.0% of our total revenue for the year ended December 31, 2024 and 64.9% of our total assets as of December 31, 2024. Other than discussed above, there have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. We will include the acquired Benihana business in our assessment and report on internal controls over financial reporting for the year ending December 28, 2025.

There have been no material changes to the risk factors contained in Item 1A of our Form 10-K for the year ended December 31, 2024.