GEN Restaurant Group, Inc.

City · State · Opened · City · State · Opened

Tustin · CA · Sep-11 · Westgate · CA · Jan-18

Huntington Beach · CA · Nov-12 · San Diego · CA · May-18

Alhambra · CA · Dec-12 · Mountain View · CA · Nov-18

Oxnard · CA · Jun-13 · Sacramento · CA · Mar-19

Cerritos · CA · Jan-14 · Pearlridge · HI · Apr-19

Torrance · CA · Aug-14 · Frisco · TX · Jun-19

Rancho Cucamonga · CA · Dec-14 · Houston · TX · Oct-19

San Jose · CA · Aug-15 · Webster · TX · May-22

West Covina · CA · Sep-15 · Las Vegas/Miracle Mile · NV · Jun-22

Corona · CA · Dec-15 · New York · NY · Dec-22

Northridge · CA · Dec-15 · Cerritos · CA · Apr-23

Chino Hills · CA · Apr-16 · Chandler · AZ · Jun-23

Carrollton · TX · Sep-16 · Fort Lauderdale · FL · Jun-23

Honolulu · HI · Mar-17 · Westheimer · TX · Oct-23

Glendale · CA · Mar-17 · Kapolei · HI · Nov-23

Fullerton · CA · Jul-17 · Arlington · TX · Dec-23

Fremont · CA · Aug-17 · Seattle · WA · Mar-24

Tempe · AZ · Sep-17 · Jacksonville · FL · Apr-24

Las Vegas/Sahara · NV · Dec-17 · Pflugerville · TX · Oct-24

Dallas · TX · Feb-24 · Maui · HI · Sep-24

Concord · CA · Jan-18 · Tigard · OR · Oct-24

Edison · NJ · Jan-25 · Orlando · FL · Jan-25

Austin/Kan Austin · TX · Mar-25 · San Antonio · TX · Jan-25

Waco · TX · Jul-25 · Cary · NC · Mar-25

La Jolla · CA · Sep-25 · El Paso · TX · Jul-25

• GEN Jacksonville, LP Florida⁴
• GEN Kapolei, LP Hawaii⁴
• GEN Manhattan NY Sixth, LP New York⁴
• GEN Manhattan NYU, L.P. New York⁴
• GEN Master, LLC Nevada⁴
• GEN Maui, LP Hawaii⁴
• GEN Mountain View, LP Delaware⁴
• GEN Nevada, LLC Nevada⁴
• GEN Northridge, LP Delaware⁴
• GEN Online, LLC Delaware⁴
• GEN Orlando, LP Delaware⁴
• GEN Pearlridge, LLC Hawaii⁴
• GEN Pflugerville, LP Texas⁴
• GEN Rancho Cucamonga, LP Delaware⁴
• GEN Restaurant Group, LLC California⁴
• GEN Restaurant Investment, LLC California⁴
• GEN Restaurant Management, LLC Delaware⁴
• GEN Sacramento LP Delaware⁴
• GEN San Antonio, LP Texas⁴
• GEN San Diego, LP California⁴
• GEN San Jose, LP Delaware⁴
• GEN Seattle, LP Delaware⁴
• GEN Texas LLC Texas⁴
• GEN Tigard, LP Delaware⁴
• GEN Torrance, LLC Delaware⁴
• GEN Waco, LP Texas⁴
• GEN Webster, LP Texas⁴
• GEN Westgate, LP Delaware⁴
• GEN Westheimer, LLC Texas⁴
• GKBH Restaurant, LLC Hawaii⁴
• JC Group International Inc. California⁴
• Kan Sushi Austin, LP Texas⁴
• Kan Sushi Manhattan NY Sixth, LP New York⁴

• Acts of violence at or threatened against our restaurants or the centers in which they are located, including civil unrest, customer intimidation, active shooter situations and terrorism, could unfavorably impact our restaurant sales, which could materially adversely affect our financial performance.
• A decline in visitors to any of the retail centers, shopping malls, lifestyle centers, or entertainment centers where our restaurants are located could negatively affect our restaurant sales.
• Our plans to open new restaurants, and the ongoing need for capital expenditures at our existing restaurants, could result in a shortage of capital.
• Risks Related to Our Relationships and Other Key Suppliers
• We rely significantly on certain vendors and suppliers, which could adversely affect our business, financial condition or results of operations.
• Changes in food and supply costs could adversely affect our business, financial condition or results of operations.
• Failure to receive frequent deliveries of fresh food ingredients and other supplies could harm our business, financial condition or results of operations.
• Other Commercial, Operational, Financial and Regulatory Risks
• We face intense competition, and if we are unable to continue to compete effectively in the restaurant industry in general and, in particular, within the dining segments of the restaurant industry in which we compete, our business, financial condition and results of operations would be adversely affected.
• Changes in economic conditions could materially affect our ability to maintain or increase sales at our restaurants or open new restaurants.
• Food safety and food-borne illness concerns as well as outbreaks of flu, viruses or other diseases could have an adverse effect on our business, financial condition or results of operations.
• New information or attitudes regarding diet and health could result in changes in regulations and consumer consumption habits that could adversely affect our business, financial condition or results of operations.
• We rely significantly on the continued proper operation of our equipment, and any mechanical failure could prevent us from effectively operating our restaurants.
• The loss of any registered trademark or other intellectual property or our failure to maximize or successfully assert our intellectual property rights could enable other companies to compete more effectively with us.
• Our marketing programs may not be successful, and our advertising campaigns and restaurant designs and remodels may not generate increased sales or profits.
• Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could materially adversely impact our business, financial condition or results of operations.
• Negative publicity relating to one of our restaurants could reduce sales at some or all of our other restaurants.
• We are subject to all of the risks associated with leasing space subject to long-term non-cancelable leases.
• We may need capital in the future, and we may not be able to raise that capital on favorable terms.
• Our Paycheck Protection Program loan and our applications for such loans could in the future be determined to have been impermissible or could result in damage to our reputation.
• If we face labor shortages, increased labor costs or unionization activities, our growth, business, financial condition and operating results could be adversely affected.
• Our business could be adversely affected by a failure to obtain visas or work permits or to properly verify the employment eligibility of our employees.
• Labor disputes may disrupt our operations and affect our profitability, thereby causing a material adverse effect on our business, financial condition or results of operations.
• The minimum wage, particularly in California, continues to increase and is subject to factors outside of our control.
• Changes in employment laws may adversely affect our business, financial condition, results of operations or cash flow.
• Failure to obtain and maintain required licenses and permits or failure to comply with alcoholic beverage or food control regulations could lead to the loss of our liquor and food service licenses and, thereby, harm our business, financial condition or results of operations.
• Governmental regulation may adversely affect our ability to open new restaurants or otherwise adversely affect our business, financial condition or results of operations.
• Compliance with environmental laws may negatively affect our business.
• Failure to comply with anti-bribery or anti-corruption laws could adversely affect our reputation, business, financial condition or results of operations.
• We could be party to litigation that could distract management, increase our expenses, or subject us to material monetary damages and other remedies.
• Our current insurance may not provide adequate levels of coverage against claims.
• Risks Related to Tax Matters
• GEN Inc. will depend on distributions from GEN LLC to pay any taxes and other expenses, including payments under the Tax Receivable Agreement.
• The IRS, might challenge the tax basis step-ups and other tax benefits we received in connection with our initial public offering and the related transactions and in connection with future acquisitions of GEN LLC units.
• GEN Inc. will be required to pay over to members of GEN LLC most of the tax benefits GEN Inc. receives from tax basis step-ups (and certain other tax benefits) attributable to its acquisition of units of GEN LLC in the future, and the amount of those payments are expected to be substantial.
• In certain circumstances, including at our option, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits, if any, that GEN Inc. actually realizes.
• In certain circumstances, GEN LLC will be required to make distributions to us and the other members of GEN LLC, and the distributions that GEN LLC will be required to make may be substantial.
• Future changes to tax laws or our effective tax rate could materially and adversely affect our company and reduce net returns to our stockholders.
• We may be required to pay additional taxes because of the U.S. federal partnership audit rules and potentially also state and local tax rules.
• If GEN LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, GEN Inc. and GEN LLC might be subject to potentially significant tax inefficiencies, and GEN Inc. would not be able to recover payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
• Risks Related to Ownership of Our Class A Common Stock
• The market price of our Class A common stock may be volatile or may decline regardless of our operating performance.
• The disparity in the voting rights among the classes of our common stock and inability of the holders of our Class A common stock to influence decisions submitted to a vote of our stockholders may have an adverse effect on the price of our Class A common stock.
• Sales of substantial blocks of our Class A common stock into the public market, or the perception that such sales might occur, could cause the market price of our Class A common stock to decline.
• We are a “controlled company” within the meaning of the listing standards of the Nasdaq Stock Market (the “Exchange”), and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. While we continue to rely on these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.
• Insiders have substantial control over our company, which could limit your ability to influence the outcome of key decisions, including a change of control.
• We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will solely depend on appreciation in the price of our Class A common stock.
• Our charter documents and the DGCL could discourage takeover attempts and other corporate governance changes.
• Our amended and restated certificate of incorporation includes an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
• General Risk Factors
• Our current indebtedness, and any future indebtedness we may incur, may limit our operational and financing flexibility and negatively impact our business.
• The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.
• Our management team has limited experience managing a public company.
• We had identified two material weaknesses in our internal control over financial reporting in the year 2023. Our remediation in 2024 of such material weaknesses is effective, however, if we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely, accurate and reliable financial statements would be impaired.
• We are an “emerging growth company” and a “smaller reporting company” and as a result of the reduced disclosure requirement applicable to emerging growth companies and smaller reporting companies, our common stock may be less attractive to investors.
• If we fail to maintain or implement effective internal controls, we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which could have a material adverse effect on our business and the per share price of our Class A common stock.
• If securities or industry analysts publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.
• The estimates of market opportunity and forecasts of market growth included in this Annual Report on Form 10-K may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
• The structure and role of our senior management team may result in the departure of members of the team or otherwise adversely affect our operations.
• A breach of security of confidential employee information or confidential consumer information related to our electronic processing of credit and debit card transactions, could substantially affect our reputation, business, financial condition, or results of operations.
• We rely on restaurant and retail-specific information technology systems and any inadequacy, failure, or interruption of those systems, including those newly implemented, may harm our ability to effectively operate our business.
• Our actual or perceived failure to comply with privacy, data protection, and information security laws, regulations and obligations could harm our business.