ARK RESTAURANTS CORP.
2025 ANNUAL REPORT
January 26, 2026
Shareholders, Employees, and Friends of our Company,
Headwinds continued to pressure cash flow and Earnings Before Interest, Taxes, Depreciation and
Amortization this past year. The precipitous slide from the excess demand the Company
experienced in the post-covid reopening of our restaurants has over the past three years been
replaced by continued deteriorating demand and increased cost of operating our restaurants.
However, the major factors affecting our performance in the current year can be attributed to our
lease situation in Bryant Park and our Sequoia operation in Washington D.C. I will get to these in
a moment as well as discuss our opportunity at The Meadowlands Raceway in northern New
Jersey, but first, a venue-by-venue discussion should provide some insight.
Our businesses away from Sequoia are generally profitable, Bryant Park included, although less
so than in the prior year. Las Vegas experienced fewer visitors in 2025. Calculations by the Vegas
Visitor Bureau estimate that number to be 9% less than 2024. In 2022 we signed extensions of our
leases at New York New York Hotel and Casino (“NYNY”) resulting in a minimum rent increase
of approximately $2 million annually. Also required as a condition of the extension was a
substantial investment in refurbishing the restaurants and food court areas that we control. We
were fortunate that in late 2024 we hired a new Vice President of Operations for Las Vegas who
has significantly improved the efficiency and quality of our services, and we are now seeing these
improvements bolster cash flow. We are also excited about the refurbishment of our America
restaurant which is expected to be completed by May 2026. To some extent, the work of
transforming America has been interruptive to its revenue. At completion, we believe that revenue
will benefit greatly from the visual content created and that this should make this a destination
venue beyond just servicing NYNY hotel guests.
Our two restaurants in Alabama continue to perform well with consistent revenue levels. Cash
flow is somewhat constrained by the increased costs we are experiencing. While in general we
have been slow to increase prices in all our restaurants, fearing to do so in the face of lessening
demand, the steady demand for these two restaurants has provided an opportunity to offset some
of these costs.
In Florida we operate the fast-food court at The Hard Rock Hotel and Casino in Hollywood and
four full-service restaurants elsewhere. The fast-food court continues to be a stellar performer.
Demand remains strong thanks in no small measure to the attraction of the Hotel. The margins at
the four restaurants have been squeezed by lessening demand and higher costs. Increased pricing,
which has been modest compared to other restaurants on the southeast coast, has not overcome the
demand/expense squeeze. It is no consolation that we hear this to be a problem in general for
restaurants in the areas where we operate. I keep reminding myself that a bad economic
environment can defeat good management. We have good management and we are not defeated.
These four restaurants all turn a profit. Their locations are first class, and it is my belief that we
will be rewarded for our quality of product.
Washington D.C. has been difficult for us. Sequoia was for many years a good performer but has
been abused by our mistakes in management. We are working on this and as we did in Las Vegas
we need to find the right mix of stronger management, a new look for the menu, and better
communication in marketing our product.
Robert in New York City had a very good year. We see no reason that this will be interrupted.
Regarding our operations in Bryant Park, we are litigating with Bryant Park Corporation, the
manager of the park, under a management agreement with the Parks Department of the City of
New York. After 30 years of operations our lease expired in April 2025. Bryant Park Corporation
attempted, through a Request for Proposal process, to replace us with another tenant. We claim in
the litigation that the RFP process was tainted and unfairly influenced. The litigation is our effort
to retain this operation and secure the continued employment of some 250 employees, many of
whom have been in their positions for 20 years or more. We continue to operate the restaurants,
but the uncertainty of our lease situation has greatly impacted our event business, once
considerable, and created confusion in the marketplace as many visitors and residents were led to
believe that the restaurants were closed. That as well as the costs associated with the litigation has
had an outsized negative impact on our cash flow. The underlying lawsuit filed by the Company
to protect its rights continues, and we will pursue all available options to protect the Company's
interests. While the outcome of any litigation is always in doubt, we believe in our position.
In December 2025 the State of New York made its choice for the issuance of three casino licenses
to three venues in proximity to Manhattan. We have stated in the past that our investment in The
Meadowlands Raceway in northern New Jersey was made on the assumption that if New Jersey
were to ever issue a casino license outside of Atlantic City that the raceway at the Meadowlands
for many reasons would be best situated for a license. We also were certain that New Jersey would
not consider a license in the northern part of the state unless New York approved downstate
licenses. Now that this has occurred our opinion is that a casino license for The Meadowlands
Raceway is now in play. It will require a ballot referendum to be approved by a simple majority
of New Jersey voters, and we expect that this referendum will have a chance to appear on the
ballot this November or next year.
We continue to address the disappointment of our results along four lines. One is to continue to
litigate our lease situation at Bryant Park. Second is to pursue efficiency in our operating expenses
and improve efficiency in marketing. Third is addressing the highly unsatisfactory performance at
Sequoia, and fourth by pursuing additional acquisitions. Regarding the latter, we have been
fortunate in the acquisitions made in the past as all have provided strong returns on capital
deployed. Although we are eager to expand our business and have a balance sheet and lines of
credit that allow for this, we are not inclined to overpay.
Sincerely,
Michael
ARK RESTAURANTS CORP.
Corporate Office
Michael Weinstein, Chairman and Chief Executive Officer
Anthony J. Sirica, President, Chief Financial Officer and Treasurer
Jennifer Jordan, Co-Chief Operating Officer
Samuel Weinstein, Co-Chief Operating Officer
Walter Rauscher, Vice President – Corporate Sales & Catering
Keith Eure, Vice President – Las Vegas Operations
Nancy Alvarez, Corporate Controller
Teresita Mendoza, Director of Finance and Administration – Las Vegas Operations
Linda Clous, Director of Facilities Management
Shane Monaco, Director, Food and Beverage – Las Vegas Operations
Guisela Nunez, Director of Human Resources
John Oldweiler, Director of Purchasing
Evyette Ortiz, Director of Marketing
Christopher Love, Secretary
Blair Roy, Director of Maintenance – Las Vegas Operations
Executive Chefs
Mark Purdy, Las Vegas, NV
Brandon Greenwood, Assistant Executive Chef, Las Vegas, NV
Restaurant General Manager – New York
Ana Harris, Robert
Donna Simms, Bryant Park Grill
Restaurant General Managers – Washington, D.C.
Des Comer, Sequoia
Restaurant General Manager – Atlantic City, NJ
Jason Kowerski, Broadway Burger Bar
Restaurant General Manager – Meadowlands, NJ
Gina Palazzolo, Victory Sports Bar & Club
Restaurant General Managers – Las Vegas
Justin Otos, Yolos Mexican Grill
Logo Stevens, Director of Sales and Catering
Edwin Villatoro, Gonzalez y Gonzalez
Bret Frabbiele, Gallagher’s Steakhouse
Johnny Palmer, America
Randal Murillo, Village Streets
Elena Munez, Broadway Burger Bar
Restaurant General Managers – Florida
Michael Diascro, Rustic Inn
Edgar Gonzalez-Pratt, Hollywood Food Court
Robert Rae, Shuckers
CJ Nickoson, JB’s on the Beach and Blue Moon Fish Co.
Restaurant General Managers – Alabama
Jim Harrison, Original Oyster House – Spanish Fort
James Nail, Original Oyster House – Gulf Shores
Restaurant Chefs – New York
Armando Cortes, Robert
Gadi Weinreich, Bryant Park Grill
Restaurant Chefs – Washington, D.C.
Fanor Baldarrama, Sequoia
Restaurant Chefs – Las Vegas
Casey Houghton, Gallagher’s Steakhouse
Brittany Fletcher, Broadway Burger Bar
Brandon Flores, America
Arturo Salcedo, Yolos Mexican Grill
Pedro Gonzalez, Gonzalez y Gonzalez
Restaurant Chefs – Florida
Tomas Monroy, Hollywood Food Court
Ralph Formisano, Shuckers
Jason Lemon, Rustic Inn – Dania Beach, FL
Michael Lynch, JB’s on the Beach
Jason Ingrassia, Blue Moon Fish Co.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 27, 2025
or,
☐ TRANSITION REPORT PURSUANT TO SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-09453
ARK RESTAURANTS CORP.
(Exact Name of Registrant as Specified in Its Charter)
New York
13-3156768
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer Identification No.)
85 Fifth Avenue, New York,
NY
10003
(Address of Principal Executive
Offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 206-8800
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share
ARKR
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller Reporting Company
☒
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant
to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒
As of March 29, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the
aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $21,909,042.
At December 12, 2025, there were outstanding 3,606,157 shares of the registrant’s Common Stock, $0.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part III hereof will either be incorporated into this Form 10-K by reference to the registrant’s
definitive proxy statement for the registrant’s Annual Meeting of Stockholders filed within 120 days of September 27, 2025 or
will be included in an amendment to this Form 10-K filed within 120 days of September 27, 2025.
PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
On one or more occasions, we may make statements in this Annual Report on Form 10-K regarding our assumptions, projections,
expectations, targets, intentions or beliefs about future events. All statements, other than statements of historical facts, included or
incorporated by reference herein relating to management’s current expectations of future financial performance, continued growth
and changes in economic conditions or capital markets are forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,”
“will likely result,” “hopes,” “will continue” or similar expressions identify forward-looking statements. Forward-looking
statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed.
We caution that while we make such statements in good faith and we believe such statements are based on reasonable
assumptions, including without limitation, management’s examination of historical operating trends, data contained in records and
other data available from third parties, we cannot assure you that our projections will be achieved. Factors that may cause such
differences include: economic conditions generally and in each of the markets in which we are located, the amount of sales
contributed by new and existing restaurants, labor costs for our personnel, fluctuations in the cost of food products, adverse
weather conditions, changes in consumer preferences and the level of competition from existing or new competitors. We have
attempted to identify, in context, certain factors that we believe may cause actual future experience and results to differ materially
from our current expectation regarding the relevant matter or subject area.
While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors,
and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly
qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this report
in the context of the factors that could cause outcomes to differ materially from our expectations. These factors include, but are
not limited to:
•
the adverse impact of the current political climate and current and future economic conditions, including inflation, on
our: (i) operating results, cash flows and financial condition, (ii) ability to comply with the terms and covenants of our
debt agreements, (iii) ability to pay or refinance our existing debt or to obtain additional financing, and (iv) projected
cash flows used in assessing assets for impairment;
•
increases in food, beverage and supply costs, especially for seafood, shellfish, chicken and beef;
•
increases in wages and benefit costs, including the cost of group medical insurance;
•
our ability to open new restaurants in new and existing markets, including difficulty in finding sites and in negotiating
acceptable leases;
•
our ability to identify appropriate acquisition candidates and complete such acquisitions on acceptable terms;
•
vulnerability to changes in consumer preferences and economic conditions;
•
vulnerability to conditions in the cities in which we operate;
•
vulnerability to adverse weather conditions and natural disasters given the geographic concentration and real estate
intensive nature of our business;
•
our ability to extend existing leases on favorable terms, if at all;
•
our ability to renew expired leases on favorable terms, if at all, including for Bryant Park Grill & Café which expired on
April 30, 2025 and for The Porch at Bryant Park which expired on March 31, 2025;
•
our ability to realize the expected benefits associated with our investment in the New Meadowlands Racetrack LLC, if at
all;
•
negative publicity, whether or not valid, and our ability to respond to and effectively manage the accelerated impact of
social media;
•
risks associated with food safety and quality and food-borne illnesses;
3
•
the reliance of the Company on the continued service of its executive officers;
•
the impact of any security breaches of confidential customer information in connection with our electronic process of
credit and debit card transactions; and
•
the impact of any failure of our information technology system or any breach of our network security.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In
addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially
realized, that they will result in the consequences we anticipate or affect us or our operations in the ways that we expect. The
forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly
update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by
law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates
with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary
statements.
From time to time, oral or written forward-looking statements are also included in our reports on Forms 10-K, 10-Q, and 8-K, our
Schedule 14A, our press releases and other materials released to the public. Although we believe that at the time made, the
expectations reflected in all of these forward-looking statements are and will be reasonable; any or all of the forward-looking
statements in this Annual Report on Form 10-K, our reports on Forms 10-Q, and 8-K, our Schedule 14A and any other public
statements that are made by us may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a
consequence of known or unknown risks and uncertainties. Many factors discussed in this Annual Report on Form 10-K, certain
of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ
materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you
should not regard the inclusion of a forward-looking statement in this Annual Report on Form 10-K or other public
communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not
place undue reliance on such forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our
subsequent periodic reports filed with the Securities and Exchange Commission on Forms 10-Q and 8-K and Schedule 14A.
Unless the context requires otherwise, references to “we,” “us,” “our,” “ARKR” and the “Company” refer specifically to Ark
Restaurants Corp. and its subsidiaries, partnerships, variable interest entities and predecessor entities.
4
Item 1. Business
Overview
We are a New York corporation formed in 1983. As of the fiscal year ended September 27, 2025, we owned and/or operated 16
restaurants and bars, 12 fast food concepts and catering operations through our subsidiaries. Three of our restaurant and bar
facilities are located in New York City, one is located in Washington, D.C., five are located in Las Vegas, Nevada, one is located
in Atlantic City, New Jersey, four are located on the east coast of Florida and two are located on the Gulf Coast of Alabama.
Our restaurants are typically larger, destination properties intended to benefit from high patron traffic attributable to the
uniqueness of the location and catered events. All of our expansion in recent years has been through acquisitions as follows: The
Rustic Inn in Dania Beach, Florida (2014); Shuckers in Jensen Beach, Florida (2016); two Original Oyster Houses, one in Gulf
Shores, Alabama and one in Spanish Fort, Alabama (2017), JB's on the Beach in Deerfield Beach, Florida (2019), and Blue Moon
Fish Company (2021) in Lauderdale-by-the-Sea, Florida.
The names and themes of each of our restaurants are different except for our two Broadway Burger Bar and Grill restaurants and
two Original Oyster House restaurants. The menus in our restaurants are extensive, offering a wide variety of high-quality foods
at generally moderate prices. The atmosphere at many of the restaurants is lively and extremely casual. Most of the restaurants
have separate bar areas, are open seven days a week and most serve lunch as well as dinner. A majority of our net sales are
derived from dinner as opposed to lunch service.
While decor differs from restaurant to restaurant, interiors are marked by distinctive architectural and design elements which often
incorporate dramatic interior open spaces and extensive glass exteriors. The wall treatments, lighting and decorations are typically
vivid, unusual and, in some cases, highly theatrical.
Recent Developments
Bryant Park Grill
The Company's agreements with the Bryant Park Corporation (the “Landlord”) (a private non-profit corporation that operates and
maintains Bryant Park under agreements with the City of New York Department of Parks & Recreation), for the Bryant Park Grill
& Café expired on April 30, 2025 and for The Porch at Bryant Park expired on March 31, 2025.
In July of 2023 (for the Bryant Park Grill & Café) and September of 2023 (for The Porch at Bryant Park), the Company received
requests for proposals (the "RFPs") from the Landlord to which we responded on October 26, 2023. The agreements offered under
the RFPs for both locations were for new 10-year agreements, with one five-year renewal option. In the second quarter of 2025,
the Landlord stated publicly that it had selected a new operator for the Bryant Park Grill & Café and The Porch at Bryant Park.
However, to the best of our knowledge, no agreements between the Landlord and the selected operator have received the
approvals of either the City of New York Department of Parks & Recreation or the New York Public Library, of which both
approvals are required before any new lease can become effective.
Management has been working with outside advisors to assist our efforts to ensure that the RFP awards process was both fair and
transparent and to enforce the Company's right of first lease under our lease agreements, and otherwise to protect the Company’s
rights with respect to these matters. For a discussion of the related claims filed by the Company, please see Note 10 -
Commitments and Contingencies to the Consolidated Financial Statements.
As of the date of this filing, we continue to operate the above properties and intend to do so until we are either awarded the lease
extensions or ordered to vacate the premises. The underlying lawsuit filed by the Company to protect its rights continues, and we
will pursue all available options to protect the Company's interests.
Management, after consultation with legal counsel, is unable to predict the outcome of this matter at this time. While the outcome
of these proceedings cannot be predicted with certainty, the Bryant Park Grill & Café and The Porch at Bryant Park, collectively,
accounted for $25.5 million and $31.1 million of our total revenues for the years ended September 27, 2025 and September 28,
2024, respectively, which represented approximately 15.4% and 17.4% of our total revenue for such periods, respectively.
The uncertainty related to this dispute has had a material adverse impact on our business, financial condition, and results of
operations and will continue to do so while the dispute is litigated and if we are unable to prevail in the above actions and/or are
unable to extend or renew these leases on favorable terms, if at all.
5
Investment in and Receivable From New Meadowlands Racetrack LLC
Since March 12, 2013, the Company has made investments in the New Meadowlands Racetrack LLC (“NMR”) through its
purchase of membership interests in Meadowlands Newmark, LLC, an existing member of NMR. As of the date of this report,
the Company has made a total investment of $5,256,000. See Note 4 - Investment in and Receivable from New Meadowlands
Racetrack to the Consolidated Financial Statements for a discussion of our investment in NMR and our rights relating to operating
the food and beverage concessions at a future gaming facility at the Meadowlands Racetrack.
For several years, New York State has been conducting a bidding process to award up to three downstate casino licenses and on
December 1, 2025, the New York State Gaming Facility Location Board approved three applications for casino gaming licenses.
The New York State Gaming Commission is expected to issue licenses for the three approved applications by December 31, 2025.
Concurrent with the New York process, NMR has been actively pursuing a full casino license to supplement its existing horse
racing and sports betting operations. Any gaming license in the state of New Jersey outside of Atlantic City, including at the
Meadowlands Racetrack, requires ratification of an amendment to the State of New Jersey constitution, followed by issuance of a
license by the New Jersey Casino Control Commission. In May 2025, a Senate Concurrent Resolution was introduced proposing
a ballot referendum to authorize casinos at both the Monmouth Park and Meadowlands Racetracks. It requires a three-fifths vote
in both legislative chambers to reach the ballot in November 2026. If the referendum passes, NMR aims for a temporary facility
potentially opening in 2027 and a permanent one by 2028. In conjunction with such referendum, NMR will need to raise
substantial capital to fund a marketing campaign to support the passage of the referendum. To the extent the Company does not
contribute to this effort, or if NMR raises outside capital, our interests will be diluted.
There can be no assurances that above referendum will be included in the November 2026 election ballot or that it will pass if it is
included. If either of these do not occur, the Company’s investment in NMR will be evaluated based on the existing horse racing
and sports betting operations and may be subject to substantial impairment.
6
The following table sets forth the restaurant properties we lease, own and operate as of September 27, 2025:
Name
Location
Year
Opened(1)
Restaurant
Size
(Square
Feet)
Seating
Capacity(2)
Indoor-
(Outdoor)
Lease
Expiration(3)
Sequoia
Washington Harbour
Washington, D.C.
1990
26,000
600 (400)
2035
Bryant Park Grill & Café (4)
Bryant Park
New York, New York
1995
25,000
180 (820)
2025
America
New York-New York
Hotel and Casino
Las Vegas, Nevada
1997
20,000
450
2034
Gallagher’s Steakhouse
New York-New York
Hotel and Casino
Las Vegas, Nevada
1997
5,500
260
2033
Gonzalez y Gonzalez
New York-New York
Hotel and Casino
Las Vegas, Nevada
1997
2,000
120
2034
Village Eateries (5)
New York-New York
Hotel and Casino
Las Vegas, Nevada
1997
6,300
400 (*)
2035
Broadway Burger Bar and Grill
New York-New York
Hotel and Casino
Las Vegas, Nevada
2007
1,500
100
2034
Yolos
Planet Hollywood
Resort and Casino
Las Vegas, Nevada
2007
4,100
206
2026
Robert
Museum of Arts & Design
New York, New York
2009
5,530
150
2035
Broadway Burger Bar and Grill
Tropicana Hotel and Casino
Atlantic City, New Jersey
2013
6,825
225
2033
The Rustic Inn
Dania Beach, Florida
2014
16,150
575 (75)
Owned
The Porch at Bryant Park (4)(6)
Bryant Park
New York, New York
2015
2,240
— (160)
2025
Shuckers
Jensen Beach, Florida
2016
7,310
220 (170)
Owned
The Original Oyster House
Gulf Shores, Alabama
2017
9,230
300
Owned
The Original Oyster House
Spanish Fort, Alabama
2017
10,500
420
Owned
JB's on the Beach
Deerfield Beach, Florida
2019
10,000
365 (100)
2044
Blue Moon Fish Company
Lauderdale-by-the-Sea,
Florida
2021
4,800
240 (30)
2046
__________________________________
(1)
Restaurants are, from time to time, renovated, renamed and/or converted from or to managed or owned facilities. “Year
Opened” refers to the year in which we, or an affiliated predecessor of us, first opened, acquired or began managing a
restaurant at the applicable location, notwithstanding that the restaurant may have been renovated, renamed and/or
converted from or to a managed or owned facility since that date.
(2)
Seating capacity refers to the seating capacity of the indoor part of a restaurant available for dining in all seasons and
weather conditions. Outdoor seating capacity, if applicable, is set forth in parentheses and refers to the seating capacity
of terraces and sidewalk cafes which are available for dining only in the warm seasons and then only inclement weather.
(3)
Assumes the exercise of all of our available lease renewal options.
(4)
The Company's leases for the Bryant Park Grill & Café and The Porch at Bryant Park expired on April 30, 2025. Please
see Note 10 - Commitments and Contingencies to the Consolidated Financial Statements for additional information
related to the status of these leases.
7
(5)
We operate six small food court restaurants and one full-service restaurant in the Village Eateries food court at the New
York-New York Hotel and Casino. We also operate that hotel’s room service, banquet facilities and employee cafeteria.
(6)
This location is for a kiosk located at Bryant Park, New York, New York and all seating is outdoors (see Note 10 -
Commitments and Contingencies to the Consolidated Financial Statements).
(*)
Represents common area seating.
The following table sets forth less than wholly-owned properties that are managed by us, which have been consolidated as of
September 27, 2025 (see Notes 1 and 2 to the Consolidated Financial Statements):
Name
Location
Year
Opened(1)
Restaurant
Size
(Square
Feet)
Seating
Capacity(2)
Indoor-
(Outdoor)
Lease
Expiration(3)
Hollywood Food Court (4)(5)
Hard Rock Hotel and Casino
Hollywood, Florida
2004
9,000
250 (*)
2029
__________________________________
(1)
Restaurants are, from time to time, renovated, renamed and/or converted from or to managed or owned facilities. “Year
Opened” refers to the year in which we, or an affiliated predecessor of us, first opened, acquired or began managing a
restaurant at the applicable location, notwithstanding that the restaurant may have been renovated, renamed and/or
converted from or to a managed or owned facility since that date.
(2)
Seating capacity refers to the seating capacity of the indoor part of a restaurant available for dining in all seasons and
weather conditions. Outdoor seating capacity, if applicable, is set forth in parentheses and refers to the seating capacity
of terraces and sidewalk cafes which are available for dining only in the warm seasons and then only inclement weather.
(3)
Assumes the exercise of all our available lease renewal options.
(4)
Management fees earned, which have been eliminated in consolidation, are based on a percentage of gross sales of the
restaurant.
(5)
We own a 64.4% interest in the partnership that owns the Hollywood Food Court.
(*)
Represents common area seating
Leases
We are not currently committed to any significant development projects, except for the refresh obligations in connection with the
New York-New York Hotel and Casino lease renewals discussed below; however, we may take advantage of opportunities we
consider to be favorable, when they occur, depending upon the availability of financing and other factors.
Restaurant Expansion and Other Developments
On June 24, 2022, the Company extended its lease for America at the New York-New York Hotel and Casino in Las Vegas, NV
through December 31, 2033. In connection with the extension, the Company has agreed to spend a minimum of $4,000,000 to
materially refresh the premises by March 31, 2026, as extended, subject to further extensions as set out in the agreement. To date
approximately $1,600,000 has been spent on this refresh and we expect to complete the work by March 31, 2026.
On July 21, 2022, the Company extended its lease for the Village Eateries at the New York-New York Hotel and Casino in Las
Vegas, NV through December 31, 2034. As part of this extension, the Broadway Burger Bar and Grill and Gonzalez y Gonzalez,
were carved out of the Village Eateries footprint and the extended date for those two locations is December 31, 2033. In
connection with the extension, the Company has agreed to spend a minimum of $3,500,000 to materially refresh all three of these
premises by December 31, 2025, as extended. As part of this refresh, on November 11, 2024, the Company opened a new
concept called Lucky Pig in the Village Eateries at a cost of approximately $850,000. In addition, the Company has spent an
additional $950,000 to date on refreshing Broadway Burger Bar and Grill, Gonzalez y Gonzalez and other areas of the Village
Eateries. We expect to complete all work related to these projects by December 31, 2025.
Each of the above refresh obligations are to be consistent with designs approved by the landlord which shall not be unreasonably
withheld. We have and will continue to pay all rent as required by the leases without abatement during construction. Note that our
8
substantial completion of work set forth in plans approved by the landlord shall constitute our compliance with the requirements
of the completion deadlines, regardless of whether or not the amount actually expended in connection therewith is less than the
minimum.
Our restaurants generally do not achieve substantial increases in revenue from year to year, which we consider to be typical of the
restaurant industry. To achieve significant increases in revenue or to replace revenue of restaurants that lose customer favor or
which close because of lease expirations or other reasons, we would have to open additional restaurant facilities or expand
existing restaurants. There can be no assurance that a restaurant will be successful after it is opened, particularly since in many
instances we do not operate our new restaurants under a trade name currently used by us, thereby requiring new restaurants to
establish their own identity.
We may take advantage of other opportunities we consider to be favorable, when they occur, depending upon the availability of
financing and other factors.
Recent Restaurant Dispositions
In October 2024, the Company advised the landlord of El Rio Grande we would be terminating the lease and closing the property
permanently. In connection with this notification, the Company recorded a loss of $876,000 during the year ended September 28,
2024. The property closed permanently on January 3, 2025 and was vacated and delivered to the landlord on April 30, 2025.
During the year ended September 27, 2025, the Company recognized a gain in the amount of $173,000 as a result of refinements
of estimates.
On November 26, 2024, a subsidiary of the Company, in which we own a 65% interest, Ark Hollywood/Tampa Investment LLC
agreed to terminate its lease for the food court at The Hard Rock Hotel and Casino in Tampa, FL and, accordingly, vacated the
premises on December 15, 2024. In connection with this agreement all obligations under the lease ceased and Ark Hollywood/
Tampa Investment LLC received a termination payment in the amount of $5,500,000. Accordingly, a gain, primarily net of write-
offs of ROU and long-lived assets, in the amount of $5,235,000 was recognized during the year ended September 27, 2025 and
Ark Hollywood/Tampa Investment LLC distributed approximately $1,710,000 of the net proceeds, after expenses, to the other
equity holders of Ark Hollywood/Tampa Investment LLC.
During the year ended September 27, 2025, the Company sold three of the 14 condominium units it owns at the Island Beach
Resort in Jensen Beach, FL which is adjacent to our Shuckers restaurant. In connection with the sales, the Company received net
proceeds of $1,203,000 and recorded a gain of $594,000. The Company intends to sell the remaining units subject to market
forces.
Restaurant Management
Each restaurant is managed by a general manager and has its own chef. Food products and other supplies are purchased primarily
from various unaffiliated suppliers, in some cases by our headquarters' personnel. Each of our restaurants has two or more
assistant managers and sous chefs (assistant chefs). Financial and management control is maintained at the corporate level through
the use of automated systems that include centralized accounting and reporting.
Purchasing and Distribution
We strive to obtain quality menu ingredients, raw materials and other supplies and services for our operations from reliable
sources at competitive prices. Substantially all menu items are prepared on each restaurant’s premises daily from scratch, using
fresh ingredients. Each restaurant’s management determines the quantities of food and supplies required and then orders the items
from local, regional and national suppliers on terms negotiated by our centralized purchasing staff. Restaurant-level inventories
are maintained at a minimum dollar-value level in relation to sales due to the relatively rapid turnover of the perishable produce,
poultry, meat, fish and dairy commodities that are used in operations.
We attempt to negotiate short-term and long-term supply agreements depending on market conditions and expected demand.
However, we do not contract for long periods of time for our fresh commodities such as produce, poultry, meat, fish and dairy
items and, consequently, such commodities can be subject to unforeseen supply and cost fluctuations. Independent food service
distributors deliver most food and supply items daily to restaurants. The financial impact of the termination of any such supply
agreements would not have a material adverse effect on our financial position. We believe that we have established stable long-
term relationships with several key suppliers, particularly with respect to crabs and other shellfish.
Competition
The hospitality industry is highly competitive and is often affected by changes in taste and entertainment trends among the public,
by local, national and economic conditions affecting spending habits, and by population and traffic patterns. We believe that the
9
principal means of competition among restaurants include the location, type and quality of facilities and the type, quality and price
of beverage and food served.
Our restaurants compete directly or indirectly with many well-established competitors, both nationally and locally owned, some
with substantially greater financial resources than we have. Their resources and market presence may provide advantages in
marketing, purchasing and negotiating leases. We compete with other restaurant and retail establishments for sites and finding
management personnel.
Employees
At November 30, 2025, we employed 1,566 persons (including employees at managed facilities), 1,047 of whom were full-time
employees, and 519 of whom were part-time employees; 25 of whom were headquarters personnel, 125 of whom were restaurant
management personnel, 597 of whom were kitchen personnel and 819 of whom were restaurant service and other personnel. A
number of our restaurant service personnel are employed on a part-time basis. Changes in minimum wage levels may adversely
affect our labor costs and the restaurant industry generally because a large percentage of restaurant personnel are paid at or
slightly above the minimum wage. Our employees are not covered by any collective bargaining agreements.
In the past, we have experienced aggressive competition for talent, wage inflation and pressure to improve workplace conditions
and benefits as a result of the COVID-19 pandemic and various other economic factors. Our compensation packages may prove
insufficient to attract and retain the best personnel in light of wage pressures resulting from increased competition or labor
shortages. Higher employee turnover levels or our failure to recruit and retain new restaurant employees in a timely manner could
impact our ability to grow sales at existing restaurants or open new restaurants and also result in higher than projected labor costs.
Trademarks and Service Marks
We regard our trademarks and other service marks related to our restaurant businesses, as having significant value and as being
important to our marketing efforts. Our policy is to pursue registration of our important service marks and trademarks and to
vigorously oppose any infringement of them. Generally, with appropriate renewal and use, we expect that the registration of our
service marks and trademarks will continue indefinitely.
Government Regulation
We are subject to various federal, state and local laws affecting our business. Each restaurant is subject to licensing and regulation
by a number of governmental authorities that may include alcoholic beverage control, health, sanitation, environmental, zoning
and public safety agencies in the state or municipality in which the restaurant is located. Difficulties in obtaining or failures to
obtain the required licenses or approvals could delay or prevent the development and openings of new restaurants, or could
disrupt the operations of existing restaurants.
Alcoholic beverage control regulations require each of our restaurants to apply to a state authority and, in certain locations, county
and municipal authorities for licenses and permits to sell alcoholic beverages on the premises. Typically, licenses must be
renewed annually and may be subject to penalties, temporary suspension or revocation for cause at any time. Alcoholic beverage
control regulations impact many aspects of the daily operations of our restaurants, including the minimum ages of patrons and
employees consuming or serving such beverages; employee alcoholic beverages training and certification requirements; hours of
operation; advertising; wholesale purchasing and inventory control of such beverages; seating of minors and the service of food
within our bar areas; and the storage and dispensing of alcoholic beverages. State and local authorities in many jurisdictions
routinely monitor compliance with alcoholic beverage laws. The failure to receive or retain, or a delay in obtaining, a liquor
license for a particular restaurant could adversely affect our ability to obtain such licenses in jurisdictions where the failure to
receive or retain, or a delay in obtaining, a liquor license occurred.
We are subject to “dram-shop” statutes in most of the states in which we have operations, which generally provide a person
injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to
such person. We carry liquor liability coverage as part of our existing comprehensive general liability insurance. A settlement or
judgment against us under a “dram-shop” statute in excess of liability coverage could have a material adverse effect on our
operations.
Various federal and state labor laws govern our operations and our relationship with employees, including such matters as
minimum wages, breaks, overtime, fringe benefits, safety, working conditions and citizenship requirements. We are also subject
to the regulations of the U.S. Citizenship and Immigration Services. If our employees do not meet federal citizenship or residency
requirements, their deportation could lead to a disruption in our work force. Significant government-imposed increases in
10
minimum wages, paid leaves of absence and mandated health benefits, or increased tax reporting, assessment or payment
requirements related to employees who receive gratuities could be detrimental to our profitability.
Our facilities must comply with the applicable requirements of the Americans With Disabilities Act of 1990 (“ADA”) and related
state statutes. The ADA prohibits discrimination on the basis of disability with respect to public accommodations and
employment. Under the ADA and related state laws, when constructing new restaurants or undertaking significant remodeling of
existing restaurants, we must make them more readily accessible to disabled persons.
We are subject to federal and state environmental regulations, but these rules have not had a material effect on our operations.
During fiscal 2025, there were no material capital expenditures for environmental control facilities and no material expenditures
for this purpose are anticipated.
Seasonal Nature of Business
Our business is highly seasonal; however, our broader geographical reach as a result of recent acquisitions is expected to continue
to mitigate some of the risk. For instance, the second quarter of our fiscal year, consisting of the non-holiday portion of the cold
weather season in New York and Washington (January, February and March), is the poorest performing quarter; however, in
recent years this has been partially offset by our locations in Florida as they experience increased results in the winter months. We
achieve our best results during the warmer weather, attributable to our extensive outdoor dining availability, particularly at Bryant
Park Grill & Café and The Porch at Bryant Park in New York and Sequoia in Washington, D.C. (our largest restaurants) and our
outdoor cafes. However, even during summer months these facilities can be adversely affected by unusually cool or rainy weather
conditions. Our facilities in Las Vegas are indoor and generally operate on a more consistent basis throughout the year, although
in recent years the summer months have seen lower traffic.
Available Information
We make available free of charge through our Internet website, www.arkrestaurants.com, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, statements of beneficial ownership of securities on Forms 3, 4 and 5
and amendments to these reports and statements filed or furnished pursuant to Section 13(a) and Section 16 of the Securities
Exchange Act of 1934 as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the
United States Securities and Exchange Commission, or SEC. These SEC reports can be accessed through the investor relations
section of our website. The information found on our website is not part of this or any other report we file with or furnish to the
SEC.
The above information is also available at the SEC’s Office of Investor Education and Advocacy at United States Securities and
Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-0213 or obtainable by calling the SEC at (800) 732-0330. In
addition, the SEC maintains an Internet website at www.sec.gov, where the above information can be viewed.
Our principal executive offices are located at 85 Fifth Avenue, New York, New York 10003, and our telephone number is (212)
206-8800. Unless the context specifically requires otherwise, the terms the “Company,” “Ark,” “we,” “us” and “our” mean Ark
Restaurants Corp., a New York corporation, and its consolidated subsidiaries.
Item 1A. Risk Factors
Not applicable.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
Risk Management and Strategy
We have established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats, and
have integrated these processes into our overall risk management systems and processes. Management, with the assistance of third
party service providers, routinely assesses material risks from cybersecurity threats, including any potential unauthorized
occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or
availability of our information systems or any information residing therein.
11
We design and assess our program based on the National Institute of Standards and Technology ("NIST") Cybersecurity
Framework ("NIST CSF"). This does not imply that we meet any particular technical standards, specifications, or requirements,
but that we use the NIST framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our
business.
We conduct risk assessments at least annually to identify cybersecurity threats based on the NIST CSF. These risk assessments
include identifying reasonably foreseeable potential internal and external risks, the likelihood of occurrence and any potential
damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, controls and other
safeguards we have put in place to manage such risks. Our risk management process also encompasses cybersecurity risks
associated with the use of our major third-party vendors and service providers.
Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks;
reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the
effectiveness of our safeguards.
While cybersecurity threats have not materially affected our business strategy, results of operations or financial condition, future
incidents may interrupt our operations and could materially adversely affect our business, results of operations and financial
condition.
Governance
Our senior management, including our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Co-Chief
Operating Officers, are responsible for identifying and assessing cybersecurity risks on an ongoing basis, establishing processes
designed to provide reasonable assurance that such potential cybersecurity risk exposures are monitored, instituting appropriate
mitigation and remediation measures, and maintaining cybersecurity programs. Our cybersecurity program is led by our CFO who
has experience in cybersecurity risk management from both a practical and management standpoint and utilizes third-party
consulting firms on a regular basis to assist with risk mitigation, incident response and overall maintenance of our cybersecurity
program.
The Board of Directors of the Company (the "Board") considers cybersecurity risk as part of its overall risk oversight function.
The Board receives updates from the CFO regarding the Company’s cybersecurity risk management program at least annually.
These include updates on the Company’s cybersecurity risks and threats, the status of projects to strengthen the information
security systems, assessments of the information security program, and the emerging cybersecurity threat landscape.
Item 2. Properties
Our restaurant facilities and our executive offices, with the exception of The Rustic Inn in Dania Beach, Florida, Shuckers in
Jensen Beach, Florida and the two Original Oyster House properties in Alabama, are occupied under leases. Most of our
restaurant leases provide for the payment of base rents plus real estate taxes, insurance and other expenses and, in certain
instances, for the payment of a percentage of our sales at such facility. As of September 27, 2025, these leases (including leases
for managed restaurants) have terms (including any available renewal options) expiring as follows:
Fiscal Year Lease
Terms Expire
Number of
Facilities
2025-2029
2
2030-2034
5
2035-2039
3
2040-2044
1
2045-2049
1
Our executive, administrative and clerical offices are located in approximately 8,500 square feet of office space at 85 Fifth
Avenue, New York, New York. Our lease for this office space expires in 2038.
For information concerning our future lease payments under non-cancelable operating leases, see Note 8 - Leases to the
Consolidated Financial Statements.
12
Item 3. Legal Proceedings
In the ordinary course of our business, we are a party to various lawsuits arising from accidents at our restaurants and workers’
compensation claims, which are generally handled by our insurance carriers.
Our employment of management personnel, waiters, waitresses and kitchen staff at a number of different restaurants has resulted
in the institution, from time to time, of litigation alleging violation by us of employment discrimination laws. We do not believe
that any of such suits will have a material adverse effect upon us, our financial condition or operations.
For a discussion of legal matters as of September 27, 2025, please see Note 10 - Commitments and Contingencies to the
Consolidated Financial Statements, which is incorporated by reference into this item.
Item 4. Mine Safety Disclosures
Not applicable.
13
PART II
Item 5. Market For The Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market for Our Common Stock
Our common stock, $0.01 par value, is traded on the NASDAQ Capital Market under the symbol “ARKR.”
On December 9, 2025, there were approximately 23 holders of record of our common stock and the last reported sales price was
$7.09. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are
held by banks, brokers and other financial institutions.
Dividend Policy
On November 8, 2023, February 6, 2024, and May 7, 2024, the Board declared quarterly cash dividends of $0.1875, $0.1875, and
$0.1875, respectively, per share, which were paid on December 13, 2023, March 13, 2024, and June 12, 2024, respectively, to the
stockholders of record of the Company's common stock at the close of business on November 30, 2023, February 29, 2024, and
May 31, 2024, respectively. The Board has not declared any dividends since May 7, 2024. Future decisions to pay or to increase
or decrease dividends are at the discretion of the Board and will depend upon operating performance and other factors.
Purchases of Equity Securities by Issuer and Affiliated Purchases
None
Recent Sales of Unregistered Securities
None
Securities Authorized for Issuance under Equity Compensation Plans
The Company has options outstanding under two stock option plans, the 2016 Stock Option Plan and the 2022 Stock Option Plan
(the "2022 Plan"). Options granted under both plans are exercisable at prices at least equal to the fair market value of such stock
on the dates the options were granted and expire 10 years after the date of grant.
On January 18, 2024, options to purchase 107,500 shares of common stock at an exercise price of $14.80 per share were granted
to officers and directors of the Company under the 2022 Plan. Such options are exercisable as to 25% of the shares commencing
on the first anniversary of the date of grant and as to an additional 25% on each yearly anniversary thereafter. The grant date fair
value of these stock options was $4.39 per share and totaled approximately $472,000.
On December 2, 2024, options to purchase 10,000 shares of common stock at an exercise price of $9.99 per share were granted to
an employee of the Company under the 2022 Plan. Such options are exercisable as to 25% of the shares commencing on the first
anniversary of the date of grant and as to an additional 25% on each yearly anniversary thereafter. The grant date fair value of
these stock options was $2.94 per share and totaled approximately $29,000.
The following is a summary of the securities issued and authorized for issuance under our Stock Option Plans at September 27,
2025:
Plan Category
(a) Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(b) Weighted
average exercise
price of
outstanding
options, warrants
and rights
(c) Number of securities
remaining available for
future issuance under
equity
compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by shareholders
387,500
$17.66
306,000
Equity compensation plans not approved by shareholders (1)
None
N/A
None
Total
387,500
$17.66
306,000
Of the 387,500 options outstanding as of September 27, 2025, 159,000 were held by the Company’s officers and directors.
(1)
The Company has no equity compensation plans that were not approved by shareholders.
14
The Company also maintains a Section 162(m) Cash Bonus Plan. Under the Company's Section 162(m) Cash Bonus Plan,
compensation paid in excess of $1,000,000 to any employee who is the chief executive officer, or one of the three highest paid
executive officers on the last day of that tax year (other than the chief executive officer or the chief financial officer) is not tax
deductible.
Item 6. Reserved
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Statement Regarding Forward-Looking Disclosure
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
Consolidated Financial Statements and related notes included under Item 8 of this annual report. This discussion contains
forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain factors, including but not limited to, those discussed elsewhere
in this annual report. Please see the discussion of forward-looking statements at the beginning of this annual report under
"Special Note Regarding Forward-Looking Statements".
Inflation
In recent years, our operating results were impacted by geopolitical and other macroeconomic events, causing supply chain
challenges and significantly increased commodity and wage inflation. While we have seen improvements in many of these areas,
some of these factors continued to impact our operating results in fiscal 2025. The ongoing impact of these events could lead to
further shifts in consumer behavior, wage inflation, staffing challenges, product and services cost inflation, disruptions in our
supply chain and delays in opening and acquiring new restaurants. If these factors significantly impact our cash flow in the future,
we may again implement mitigation actions such as suspension of dividends, increasing borrowings or modifying our operating
strategies. Some of these measures may have an adverse impact on our business, including possible impairments of assets.
Overview
As of September 27, 2025, the Company owned and operated 16 restaurants and bars, 12 fast food concepts and catering
operations, exclusively in the United States, that have similar economic characteristics, nature of products and service, class of
customer and distribution methods. The Company believes it meets the criteria for aggregating its operating segments into a single
reporting segment in accordance with applicable accounting guidance.
Accounting Period
Our fiscal year ends on the Saturday nearest September 30. We report fiscal years under a 52/53-week format. This reporting
method is used by many companies in the hospitality industry and is meant to improve year-to-year comparisons of operating
results. Under this method, certain years will contain 53 weeks. The fiscal years ended September 27, 2025 and September 28,
2024 both included 52 weeks.
Seasonality
The Company has substantial fixed costs that do not decline proportionally with sales. Although our business is highly seasonal,
our broader geographical reach as a result of prior acquisitions is expected to continue to mitigate some of the risk. For instance,
the second quarter of our fiscal year, consisting of the non-holiday portion of the cold weather season in New York and
Washington (January, February and March), is the poorest performing quarter; however, in recent years this has been partially
offset by our locations in Florida as they experience increased results in the winter months. We generally achieve our best results
during the warmer weather, attributable to our extensive outdoor dining availability, particularly at Bryant Park Grill & Café and
The Porch at Bryant Park in New York and Sequoia in Washington, D.C. (our largest restaurants) and our outdoor cafes.
However, even during summer months these facilities can be adversely affected by unusually cool or rainy weather conditions.
Our facilities in Las Vegas are indoor and generally operate on a more consistent basis throughout the year, although in recent
years the summer months have seen lower traffic.
15
Recent Developments
Bryant Park Grill
The Company's agreements with the Bryant Park Corporation (the “Landlord”) (a private non-profit corporation that operates and
maintains Bryant Park under agreements with the City of New York Department of Parks & Recreation), for the Bryant Park Grill
& Café expired on April 30, 2025 and for The Porch at Bryant Park expired on March 31, 2025.
In July of 2023 (for the Bryant Park Grill & Café) and September of 2023 (for The Porch at Bryant Park), the Company received
requests for proposals (the "RFPs") from the Landlord to which we responded on October 26, 2023. The agreements offered under
the RFPs for both locations were for new 10-year agreements, with one five-year renewal option. In the second quarter of 2025,
the Landlord stated publicly that it had selected a new operator for the Bryant Park Grill & Café and The Porch at Bryant Park.
However, to the best of our knowledge, no agreements between the Landlord and the selected operator have received the
approvals of either the City of New York Department of Parks & Recreation or the New York Public Library, of which both
approvals are required before any new lease can become effective.
Management has been working with outside advisors to assist our efforts to ensure that the RFP awards process was both fair and
transparent and to enforce the Company's right of first lease under our lease agreements, and otherwise to protect the Company’s
rights with respect to these matters. For a discussion of the related claims filed by the Company, please see Note 10 -
Commitments and Contingencies to the Consolidated Financial Statements.
As of the date of this filing, we continue to operate the above properties and intend to do so until we are either awarded the lease
extensions or ordered to vacate the premises. The underlying lawsuit filed by the Company to protect its rights continues, and we
will pursue all available options to protect the Company's interests.
Management, after consultation with legal counsel, is unable to predict the outcome of this matter at this time. While the outcome
of these proceedings cannot be predicted with certainty, the Bryant Park Grill & Café and The Porch at Bryant Park, collectively,
accounted for $25.5 million and $31.1 million of our total revenues for the years ended September 27, 2025 and September 28,
2024, respectively, which represented approximately 15.4% and 17.4% of our total revenue for such periods, respectively.
The uncertainty related to this dispute has had a material adverse impact on our business, financial condition, and results of
operations and will continue to do so while the dispute is litigated and if we are unable to prevail in the above actions and/or are
unable to extend or renew these leases on favorable terms, if at all.
Investment in and Receivable From New Meadowlands Racetrack LLC
Since March 12, 2013, the Company has made investments in the New Meadowlands Racetrack LLC (“NMR”) through its
purchase of membership interests in Meadowlands Newmark, LLC, an existing member of NMR. As of the date of this report,
the Company has made a total investment of $5,256,000. See Note 4 - Investment in and Receivable from New Meadowlands
Racetrack to the Consolidated Financial Statements for a discussion of our investment in NMR and our rights relating to operating
the food and beverage concessions at a future gaming facility at the Meadowlands Racetrack.
For several years, New York State has been conducting a bidding process to award up to three downstate casino licenses and on
December 1, 2025, the New York State Gaming Facility Location Board approved three applications for casino gaming licenses.
The New York State Gaming Commission is expected to issue licenses for the three approved applications by December 31, 2025.
Concurrent with the New York process, NMR has been actively pursuing a full casino license to supplement its existing horse
racing and sports betting operations. Any gaming license in the state of New Jersey outside of Atlantic City, including at the
Meadowlands Racetrack, requires ratification of an amendment to the State of New Jersey constitution, followed by issuance of a
license by the New Jersey Casino Control Commission. In May 2025, a Senate Concurrent Resolution was introduced proposing
a ballot referendum to authorize casinos at both the Monmouth Park and Meadowlands Racetracks. It requires a three-fifths vote
in both legislative chambers to reach the ballot in November 2026. If the referendum passes, NMR aims for a temporary facility
potentially opening in 2027 and a permanent one by 2028. In conjunction with such referendum, NMR will need to raise
substantial capital to fund a marketing campaign to support the passage of the referendum. To the extent the Company does not
contribute to this effort, or if NMR raises outside capital, our interests will be diluted.
There can be no assurances that above referendum will be included in the November 2026 election ballot or that it will pass if it is
included. If either of these do not occur, the Company’s investment in NMR will be evaluated based on the existing horse racing
and sports betting operations and may be subject to substantial impairment.
16
Results of Operations
The Company’s operating loss for the year ended September 27, 2025 (which includes a gain on the closure of El Rio Grande of
$173,000, a gain on the termination of our Tampa Food Court lease of $5,235,000, impairment losses on right-of-use and long-
lived assets in the amount of $4,700,000 related to Sequoia and a goodwill impairment charge of $3,440,000) was $4,064,000,
down 5.4% as compared to an operating loss of $4,294,000 for the year ended September 28, 2024 (which includes a loss on the
closure of El Rio Grande of $876,000, impairment losses on right-of-use and long-lived assets in the amount of $2,500,000
related to Sequoia and a goodwill impairment charge of $4,000,000). Excluding the above items in the current and prior periods,
our adjusted operating loss for the year ended September 27, 2025 decreased 143.2% to $1,331,000 as compared to operating
income of $3,082,000 for the year ended September 28, 2024.
The following table summarizes the significant components of the Company’s operating results for the years ended September 27,
2025 and September 28, 2024, respectively:
Year Ended
Variance
September 27,
2025
September 28,
2024
$
%
REVENUES:
(in thousands)
Food and beverage sales
$
163,312 $
179,110 $
(15,798)
-8.8 %
Other revenue
2,439
4,435
(1,996)
-45.0 %
Total revenues
165,751
183,545
(17,794)
-9.7 %
COSTS AND EXPENSES:
Food and beverage cost of sales
46,427
49,519
(3,092)
-6.2 %
Payroll expenses
60,346
65,844
(5,498)
-8.4 %
Occupancy expenses
22,527
24,622
(2,095)
-8.5 %
Other operating costs and expenses
22,644
24,125
(1,481)
-6.1 %
General and administrative expenses
12,001
12,263
(262)
-2.1 %
Depreciation and amortization
3,138
4,090
(952)
-23.3 %
(Gain) loss on closure of El Rio Grande
(173)
876
(1,049)
-119.7 %
Gain on termination of Tampa Food Court lease
(5,235)
—
(5,235)
N/A
Impairment losses on right-of-use and long-lived
assets
4,700
2,500
2,200
88.0 %
Goodwill impairment
3,440
4,000
(560)
-14.0 %
Total costs and expenses
169,815
187,839
(18,024)
-9.6 %
OPERATING LOSS
$
(4,064) $
(4,294) $
230
-5.4 %
Revenues
During the year ended September 27, 2025, revenues decreased 9.7% as compared to revenues for the year ended September 28,
2024. We attribute this decrease primarily to the changes in same-store sales discussed below and the closures of El Rio Grande
and the Tampa Food Court.
17
Food and Beverage Same-Store Sales
On a Company-wide basis, same-store food and beverage sales for the year ended September 27, 2025 decreased 4.2% as
compared with the year ended September 28, 2024 as follows:
Year Ended
Variance
September 27,
2025
September 28,
2024
$
%
(in thousands)
Las Vegas
$
53,714 $
55,794 $
(2,080)
-3.7 %
New York
30,430
34,133
(3,703)
-10.8 %
Washington, D.C.
7,773
9,135
(1,362)
-14.9 %
Atlantic City, NJ
2,626
2,923
(297)
-10.2 %
Alabama
17,454
17,885
(431)
-2.4 %
Florida
48,939
48,149
790
1.6 %
Same-store sales
160,936
168,019 $
(7,083)
-4.2 %
Other
2,376
11,091
Food and beverage sales
$
163,312 $
179,110
Same-store sales in Las Vegas decreased 3.7% as a result of lower customer traffic. Same-store sales in New York decreased
10.8% which we attribute primarily to decreases in both catering and a la carte revenue at the Bryant Park Grill as a result of the
negative publicity related to our dispute with the landlord. Same-store sales in Washington, D.C. decreased 14.9% which we
attribute primarily to lower headcounts as a result of challenging conditions associated with hybrid work schedules, government
layoffs and elevated crime rates. Same-store sales in Atlantic City, NJ decreased 10.2% which we primarily attribute to lower
customer traffic at the property where we are located. Same-store sales in Alabama decreased 2.4% which we attribute primarily
to lower customer traffic as a result of economic pressures on the customers who frequent our properties. Same-store sales in
Florida increased 1.6% which we attribute primarily to menu price increases.
Our restaurants generally do not achieve substantial increases in revenue from year to year, which we consider to be typical of the
restaurant industry. To achieve significant increases in revenue or to replace revenue of restaurants that lose customer favor or
which close because of lease expirations or other reasons, we would have to open additional restaurant facilities or expand
existing restaurants. There can be no assurance that a restaurant will be successful after it is opened, particularly since in many
instances we do not operate our new restaurants under a trade name currently used by us, thereby requiring new restaurants to
establish their own identity.
Other Revenues
Included in other revenues are food and beverage sales related to properties that were closed during the respective period,
merchandise sales, rental income, property management fees and other rentals as well as, in 2024, purchase service fees related to
an affiliate that the Company no longer has an interest in, which represent commissions earned for providing services to other
restaurant groups. The decrease in other revenues for the year ended September 27, 2025, as compared to the year ended
September 28, 2024, is primarily due to the sales related to El Rio Grande and the Tampa Food Court (which were closed in
December 2024) and purchase service fees in the amount of $1,337,000 in the prior year.
18
Costs and Expenses
Costs and expenses for the years ended September 27, 2025 and September 28, 2024 were as follows (in thousands):
Year Ended
September 27,
2025
% to
Total
Revenues
Year Ended
September 28,
2024
% to
Total
Revenues
Increase
(Decrease)
$
%
Food and beverage cost of sales
$
46,427
28.0 % $
49,519
27.0 % $ (3,092)
-6.2 %
Payroll expenses
60,346
36.4 %
65,844
35.9 %
(5,498)
-8.4 %
Occupancy expenses
22,527
13.6 %
24,622
13.4 %
(2,095)
-8.5 %
Other operating costs and expenses
22,644
13.7 %
24,125
13.1 %
(1,481)
-6.1 %
General and administrative expenses
12,001
7.2 %
12,263
6.7 %
(262)
-2.1 %
Depreciation and amortization
3,138
1.9 %
4,090
2.2 %
(952)
-23.3 %
(Gain) loss on closure of El Rio
Grande
(173)
-0.1 %
876
0.5 %
(1,049)
-119.7 %
Gain on termination of Tampa Food
Court lease
(5,235)
-3.2 %
—
— %
(5,235)
N/A
Impairment losses on right-of-use and
long-lived assets
4,700
2.8 %
2,500
1.4 %
2,200
88.0 %
Goodwill impairment
3,440
2.1 %
4,000
2.2 %
(560)
-14.0 %
Total costs and expenses
$
169,815
$
187,839
$ (18,024)
-9.6 %
Food and beverage costs as a percentage of total revenues for the year ended September 27, 2025 increased as compared to last
year as a result of increases in commodity prices, which had been easing for several quarters, combined with a weaker event
business in New York City and Washington, D.C. in the current year compared to the prior year.
Payroll expenses as a percentage of total revenues for the year ended September 27, 2025 increased marginally as compared to
last year as a result of increasing minimum wages in the states where we operate partially offset by better shift management and
related overtime hours.
Occupancy expenses as a percentage of total revenues for the year ended September 27, 2025 increased marginally as compared
to last year primarily as a result of increases in base rents and increases in property and liability insurance premiums partially
offset by lower percentage rents as a result of the sales decreases discussed above.
Other operating costs and expenses as a percentage of total revenues for the year ended September 27, 2025 increased as
compared to last year primarily as a result of inflation and restaurant-level legal fees incurred in connection with the Bryant Park
Grill & Café and The Porch at Bryant Park dispute with the landlord.
General and administrative expenses (which relate solely to the corporate office in New York City) for the year ended
September 27, 2025 decreased marginally as compared to last year primarily as a result of the reversal of compensation expense
in the prior year in the amount of $1,134,000 related to options that expired or were cancelled unexercised partially offset by
increased legal and consulting expenses.
Depreciation and amortization expense for the year ended September 27, 2025 decreased compared to last year primarily as a
result of certain assets becoming fully depreciated and the removal of assets associated with El Rio Grande and the Tampa Food
Court.
(Gain) Loss on Closure of El Rio Grande
In October 2024, the Company advised the landlord of El Rio Grande we would be terminating the lease and closing the property
permanently. In connection with this notification, the Company recorded a loss of $876,000 during the year ended September 28,
2024. The property closed permanently on January 3, 2025 and was vacated and delivered to the landlord on April 30, 2025.
During the year ended September 27, 2025, the Company recognized a gain of $173,000 as a result of refinements of estimates.
19
Gain on Termination of Tampa Food Court Lease
On November 26, 2024, the Company agreed to terminate its lease for the food court at The Hard Rock Hotel and Casino in
Tampa, FL and, accordingly, vacated the premises on December 15, 2024. In connection with this, Ark Hollywood/Tampa
Investment LLC, a subsidiary of the Company, (in which we own a 65% interest) received a termination payment in the amount
of $5,500,000, all obligations under the lease ceased and we recorded a gain, primarily net of write-offs of ROU and long-lived
assets, in the amount of $5,235,000 during the year ended September 27, 2025 and Ark Hollywood/Tampa Investment LLC
distributed approximately $1,710,000 of the net proceeds, after expenses, to the other equity holders of Ark Hollywood/Tampa
Investment LLC.
Impairment Losses on Right-of-Use and Long-lived Assets
During the year ended September 28, 2024, impairment indicators were identified at our Sequoia property located in Washington,
D.C. due to lower-than-expected operating results. Accordingly, the Company tested the recoverability of Sequoia's ROU and
long-lived assets and concluded they were not recoverable. Based on a discounted cash flow analysis, the Company recognized
impairment charges of $1,561,000 and $939,000 related to Sequoia's ROU assets and long-lived assets, respectively. The
Company continued to monitor the performance of Sequoia throughout fiscal 2025 and, as a result of lower than expected
operating results, we tested the recoverability of its ROU and long-lived assets again and, based on a discounted cash flow
analysis, we recognized additional impairment charges of $2,940,000 and $1,760,000 during the year ended September 27, 2025
related to Sequoia's ROU and long-lived assets, respectively.
Goodwill Impairment
Goodwill is the excess of cost over fair market value of tangible and intangible net assets acquired. Goodwill is not presently
amortized but tested for impairment annually or when the facts or circumstances indicate a possible impairment of goodwill as a
result of a continual decline in performance or as a result of fundamental changes in a market.
In accordance with ASU 350-20, Intangibles—Goodwill and Other, the Company identified a triggering event during the three
months ended March 29, 2025 primarily related to a decline in the Company's stock price during the second quarter of fiscal 2025
and the continued uncertainty related to the expiration of the Bryant Park Grill & Café and The Porch at Bryant Park leases (see
Note 10 - Commitments and Contingencies). As a result, the Company performed an interim quantitative impairment test, and
based on the results of the assessment, the fair value of our equity was determined to be less than its carrying amount.
Accordingly, the Company recognized a non-cash impairment charge of the remaining balance of its goodwill in the amount of
$3,440,000 in our consolidated statement of operations for the year ended September 27, 2025.
As of September 28, 2024, the Company performed a qualitative assessment of its goodwill whereby the fair value of the equity
was determined using the income approach. Given the relatively low volume of shares traded as of September 28, 2024, the
Company determined the income approach provided the best approximation of fair value. In the income approach, we utilized a
discounted cash flow analysis, which involved estimating the expected future after-tax cash flows generated and then discounting
those cash flows to present value, reflecting the relevant risks associated with the achievement of projected cash flows, the
possibility that the Bryant Park Grill & Café and The Porch at Bryant Park leases may not be renewed beyond their expirations
on April 30, 2025, and the time value of money. This approach required the use of significant estimates and assumptions,
including forecasted revenue growth rates, forecasted cash flows from operations, and discount rates that reflect the risk inherent
in the future cash flows. Based on the impairment analysis, the carrying amount of our equity exceeded its estimated fair value,
which indicated an impairment of the carrying value of our goodwill at September 28, 2024. Accordingly, during the fourth
quarter of fiscal 2024, the Company recorded a goodwill impairment charge of $4,000,000, of which $4,000,000 was deductible
for tax purposes and resulted in a deferred income tax benefit of $1,074,000. Such impairment was attributed to factors such as,
but not limited to, a decrease in the market price of the Company's common stock and lower than expected profitability.
Income Taxes
Our income tax expense, deferred tax assets and liabilities, and liabilities for uncertain tax positions reflect management’s best
estimate of current and future taxes to be paid. We are subject to income tax in various state taxing jurisdictions. Significant
judgment and estimates are required in the determination of consolidated income tax expense. The provision for income taxes
reflects federal and state income taxes.
Deferred income taxes arise from temporary differences between the tax bases of assets and liabilities and their reported amounts
in the consolidated financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability
to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative
evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and
results of recent operations. As of September 27, 2025, as a result of recent cumulative losses, we have recorded a full valuation
allowance against our deferred tax assets. If these estimates and assumptions change in the future, the Company may be required
20
to reduce its existing valuation allowance resulting in less income tax expense. The Company evaluates the likelihood of realizing
its deferred tax assets at each interim period based on the weight of available evidence.
On July 4, 2025, President Trump signed H.R. 1, the “One Big Beautiful Bill Act” (“OBBBA”) into law. The OBBBA makes
permanent many of the tax provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the
end of 2025. The OBBBA also includes (i) the restoration of immediate expensing for domestic research and development
expenditures, (ii) the reinstatement of 100% bonus depreciation for qualified property and (iii) favorably modifying the Internal
Revenue Code Section 163(j) interest limitation from tax adjusted EBIT to EBITDA. FASB Topic 740, Income Taxes, requires
the tax effects of changes in tax laws or rates be recognized in the period in which the law is enacted. The enactment of the
OBBBA did not have a material impact on the Company’s effective tax rate, or deferred tax balances as of September 27, 2025.
Liquidity and Capital Resources
Our primary source of capital has been cash provided by operations and, in recent years, bank and other borrowings to finance
specific transactions, acquisitions and large remodeling projects. We utilize cash generated from operations to fund the cost of
developing and opening new restaurants and smaller remodeling projects of existing restaurants we own. Consistent with many
other restaurant operators, we typically use operating lease arrangements for our restaurants. In recent years, we have been able to
acquire the underlying real estate at several locations along with the restaurant operation. We believe that our operating lease
arrangements provide appropriate leverage of our capital structure in a financially efficient manner.
As of September 27, 2025, we had a cash and cash equivalents balance of $11,324,000. The Company had a working capital
deficit of $5,377,000 at September 27, 2025 as compared to working capital deficit of $10,659,000 at September 28, 2024. This
decrease in the deficit is primarily the result of the payment received in connection with the termination of the Tampa Food Court
lease, amendments to the due dates of our notes payable and proceeds from the sales of the two condominiums, partially offset by
operating losses and capital expenditures in connection with the renovations at our properties in Las Vegas (see Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Restaurant
Expansion and Other Developments).
We believe that our existing cash balances, internal cash-generating capabilities, current banking facilities and ability to secure
additional financing, if necessary, are sufficient to finance our capital expenditures, debt maturities and other operating activities
for at least the next 12 months and the foreseeable future.
Inflation
While we have been able to partially offset inflation and other changes in the costs of key operating resources by targeted
increases in menu prices, coupled with more efficient purchasing practices, there can be no assurance that we will be able to
continue to do so in the future. From time to time, competitive conditions will limit our menu pricing flexibility. In addition,
macroeconomic conditions that impact consumer discretionary spending for food away from home could make additional menu
price increases imprudent. There can be no assurance that all of our future cost increases can be offset by higher menu prices or
that higher menu prices will be accepted by our restaurant customers without any resulting changes in their visit frequencies or
purchasing patterns.
Cash Flows for the Years Ended September 27, 2025 and September 28, 2024
Net cash provided by operating activities for the year ended September 27, 2025 decreased to $1,752,000 as compared to
$4,654,000 for the year ended September 28, 2024. This decrease resulted primarily from a decrease in operating income,
excluding the previously discussed (i) gain on the termination of our Tampa Food Court lease of $5,235,000 in fiscal 2025, (ii)
impairment charges related to Sequoia's ROU and long-lived assets of $4,700,000 and $2,500,000 in fiscal 2025 and fiscal 2024,
respectively, (iii) goodwill impairment charges of $3,440,000 and $4,000,000 in fiscal 2025 and fiscal 2024, respectively, and (iv)
effects of the closure of El Rio Grande in both periods, partially offset by changes in working capital related to accounts
receivable and accrued expenses.
Net cash provided by investing activities for the year ended September 27, 2025 was $3,427,000 compared to net cash used in
investing activities of $2,392,000 for the year ended September 28, 2024. This increase resulted primarily from the payment
received in connection with the termination of our Tampa Food Court lease and the proceeds received from the sale of
condominiums partially offset by higher purchases of fixed assets.
Net cash used in financing activities for the years ended September 27, 2025 and September 28, 2024 was $4,128,000 and
$5,404,000, respectively, and resulted primarily from principal payments on notes payable and the payment of distributions to
non-controlling interests and in the prior year the payment of dividends.
21
On November 8, 2023, February 6, 2024, and May 7, 2024, the Board declared quarterly cash dividends of $0.1875, $0.1875, and
$0.1875, respectively, per share, which were paid on December 13, 2023, March 13, 2024, and June 12, 2024, respectively, to the
stockholders of record of the Company's common stock at the close of business on November 30, 2023, February 29, 2024, and
May 31, 2024, respectively. The Board has not declared any dividends since May 7, 2024. Future decisions to pay dividends are
at the discretion of the Board and will depend upon operating performance and other factors.
Recent Developments
Bryant Park Grill
As further described above in the “Overview” section of the Management’s Discussion and Analysis of Financial Condition and
Results of Operations and elsewhere in this Annual Report, the Company's agreements with the Bryant Park Corporation for the
Bryant Park Grill & Café expired on April 30, 2025 and for The Porch at Bryant Park expired on March 31, 2025.
As of the date of this filing, we continue to operate the above properties and intend to do so until we are either awarded the lease
extensions or ordered to vacate the premises. The underlying lawsuit filed by the Company to protect its rights continues, and we
will pursue all available options to protect the Company's interests.
Management, after consultation with legal counsel, is unable to predict the outcome of this matter at this time. While the outcome
of these proceedings cannot be predicted with certainty, the Bryant Park Grill & Café and The Porch at Bryant Park, collectively,
accounted for $25.5 million and $31.1 million of our total revenues for the years ended September 27, 2025 and September 28,
2024, respectively, which represented approximately 15.4% and 17.4% of our total revenue for such periods, respectively.
The uncertainty related to this dispute has had a material adverse impact on our business, financial condition, and results of
operations and will continue to do so while the dispute is litigated and if we are unable to prevail in the above actions and/or are
unable to extend or renew these leases on favorable terms, if at all.
Investment in and Receivable from New Meadowlands Racetrack LLC
As further described above in in the “Overview” section of the Management’s Discussion and Analysis of Financial Condition
and Results of Operations and elsewhere in this Annual Report, since March 2013, the Company has made investments in New
Meadowlands Racetrack LLC (“NMR”) through its purchase of membership interests in Meadowlands Newmark, LLC, an
existing member of NMR. As of the date of this report, the Company has made a total investment of $5,256,000.
In May 2025, a Senate Concurrent Resolution was introduced proposing a ballot referendum to authorize casinos at both the
Monmouth Park and Meadowlands Racetracks. It requires a three-fifths vote in both legislative chambers to reach the ballot in
November 2026. If the referendum passes, NMR aims for a temporary facility potentially opening in 2027 and a permanent one
by 2028.
In conjunction with such referendum, NMR will need to raise substantial capital to fund a marketing campaign to support the
passage of the referendum. To the extent the Company does not contribute to this effort, or if NMR raises outside capital, our
interests will be diluted.
There can be no assurances that the above referendum will be included in the November 2026 election ballot or that it will pass if
it is included. If either of these do not occur, the Company’s investment in NMR will be evaluated based on the existing horse
racing and sports betting operations and may be subject to substantial impairment.
Restaurant Expansion and Other Developments
On June 24, 2022, the Company extended its lease for America at the New York-New York Hotel and Casino in Las Vegas, NV
through December 31, 2033. In connection with the extension, the Company has agreed to spend a minimum of $4,000,000 to
materially refresh the premises by March 31, 2026, as extended, subject to further extension as set out in the agreement. To date
approximately $1,600,000 has been spent on this refresh.
On July 21, 2022, the Company extended its lease for the Village Eateries at the New York-New York Hotel and Casino in Las
Vegas, NV through December 31, 2034. As part of this extension, the Broadway Burger Bar and Grill and Gonzalez y Gonzalez,
were carved out of the Village Eateries footprint and the extended date for those two locations is December 31, 2033. In
connection with the extension, the Company has agreed to spend a minimum of $3,500,000 to materially refresh all three of these
premises by December 31, 2025, as extended. As part of this refresh, on November 11, 2024, the Company opened a new
22
concept called Lucky Pig in the Village Eateries at a cost of approximately $850,000. In addition, the Company has spent an
additional $950,000 to date on refreshing Broadway Burger Bar and Grill, Gonzalez y Gonzalez and other areas of the Village
Eateries. We expect to complete all work related to these projects by December 31, 2025.
Each of the above refresh obligations are to be consistent with designs approved by the landlord which shall not be unreasonably
withheld. We have and will continue to pay all rent as required by the leases without abatement during construction. Note that our
substantial completion of work set forth in plans approved by the landlord shall constitute our compliance with the requirements
of the completion deadlines, regardless of whether or not the amount actually expended in connection therewith is less than the
minimum.
Our restaurants generally do not achieve substantial increases in revenue from year to year, which we consider to be typical of the
restaurant industry. To achieve significant increases in revenue or to replace revenue of restaurants that lose customer favor or
which close because of lease expirations or other reasons, we would have to open additional restaurant facilities or expand
existing restaurants. There can be no assurance that a restaurant will be successful after it is opened, particularly since in many
instances we do not operate our new restaurants under a trade name currently used by us, thereby requiring new restaurants to
establish their own identity.
We may take advantage of other opportunities we consider to be favorable, when they occur, depending upon the availability of
financing and other factors.
Recent Restaurant Dispositions
In October 2024, the Company advised the landlord of El Rio Grande we would be terminating the lease and closing the property
permanently. In connection with this notification, the Company recorded a loss of $876,000 during the year ended September 28,
2024. The property closed permanently on January 3, 2025 and was vacated and delivered to the landlord on April 30, 2025.
During the year ended September 27, 2025, the Company recognized a gain in the amount of $173,000 as a result of refinements
of estimates.
On November 26, 2024, a subsidiary of the Company, in which we own a 65% interest, Ark Hollywood/Tampa Investment LLC
agreed to terminate its lease for the food court at The Hard Rock Hotel and Casino in Tampa, FL and, accordingly, vacated the
premises on December 15, 2024. In connection with this agreement all obligations under the lease ceased and Ark Hollywood/
Tampa Investment LLC received a termination payment in the amount of $5,500,000. Accordingly, a gain, primarily net of write-
offs of ROU and long-lived assets, in the amount of $5,235,000 was recognized during the year ended September 27, 2025 and
Ark Hollywood/Tampa Investment LLC distributed approximately $1,710,000 of the net proceeds, after expenses, to the other
equity holders of Ark Hollywood/Tampa Investment LLC.
During the year ended September 27, 2025, the Company sold three of the 14 condominium units it owns at the Island Beach
Resort in Jensen Beach, FL which is adjacent to our Shuckers restaurant. In connection with the sales, the Company received net
proceeds of $1,203,000 and recorded a gain of $594,000. The Company intends to sell the remaining units subject to market
forces.
Notes Payable – Bank
On March 30, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”),
with its lender, Bank Hapoalim B.M. (“BHBM”) which originally matured on June 1, 2025. On May 29, 2025, the Company
entered into an Omnibus Amendment to the Credit Agreement which: (i) extended the maturity date of the Credit Agreement to
June 1, 2028, (ii) amended the terms of the outstanding promissory notes as further discussed in Note 9 - Notes Payable to the
Consolidated Financial Statements; (iii) reduced the maximum permitted obligations outstanding under the Credit Agreement
from $30,000,000 to $20,000,000 (including the outstanding promissory notes), (iv) increased the minimum tangible net worth
covenant from $22,000,000 to $28,000,000, and (v) removed the annual net income covenant. Advances and loans under the
Credit Agreement bear interest, at the Company's election at the time of the advance, at either BHBM's prime rate of interest plus
a 0.45% spread or SOFR plus a 3.65% spread. In addition, there is a 0.30% per annum fee for any unused portion of the facility.
As of September 27, 2025, no advances were outstanding under the Credit Agreement. As of September 27, 2025, the weighted
average interest on the outstanding BHBM indebtedness was approximately 8.0%.
Borrowings under the Credit Agreement, which include the promissory notes as discussed in Note 9 of the consolidated financial
statements in the aggregate amount of $3,609,000, are secured by all tangible and intangible personal property (including
accounts receivable, inventory, equipment, general intangibles, documents, chattel paper, instruments, letter-of-credit rights,
investment property, intellectual property and deposit accounts) and fixtures of the Company.
23
The loan agreements provide, among other things, that the Company meet minimum quarterly tangible net worth amounts and
maintain a minimum fixed charge coverage ratio. The loan agreements also contain customary representations, warranties and
affirmative covenants as well as customary negative covenants, subject to negotiated exceptions on liens, relating to other
indebtedness, capital expenditures, liens, affiliate transactions, disposal of assets and certain changes in ownership.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements. While all of these
significant accounting policies impact our financial condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial
statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those
estimates.
We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate
methodologies would cause a material effect on our consolidated results of operations, financial position or cash flows for the
periods presented in this report.
Below are listed certain policies that management believes are critical:
Revenue Recognition
We recognize revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant
guest or other customer. Revenues from restaurant operations are presented net of discounts, coupons, employee meals and
complimentary meals and recognized when food, beverage and retail products are sold. Sales tax collected from customers is
excluded from sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing
authorities. Catering service revenue is generated through contracts with customers whereby the customer agrees to pay a contract
rate for the service. Revenues from catered events are recognized in income upon satisfaction of the performance obligation (the
date the event is held) and all customer payments, including nonrefundable upfront deposits, are deferred as a liability until such
time.
Revenues from gift cards are deferred and recognized upon redemption. Deferrals are not reduced for potential non-use as we
generally have a legal obligation to remit the value of unredeemed gift cards to the relevant jurisdictions in which they are sold.
Other revenues include purchase service fees which represent commissions earned by a subsidiary of the Company for providing
purchasing services to other restaurant groups, as well as license fees, property management fees and other rentals.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are used for, but
are not limited to: (i) projected cash flows related to asset impairments, including goodwill and intangibles, (ii) income tax
valuation allowances for deferred tax assets, (iii) assumptions regarding discount rates related to lease accounting, (iv) the useful
lives and recoverability of our long-lived assets, such as fixed assets and intangibles, (v) uncertain tax positions, and (vi)
determining when investment impairments are other-than-temporary. The Company’s accounting estimates require the use of
judgment as future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change
as new events occur, as more experience is acquired and as more information is obtained. The Company evaluates and updates
assumptions and estimates on an ongoing basis and may use outside experts to assist in the Company’s evaluation, as considered
necessary. Actual results could differ from those estimates.
Long-Lived Assets
Long-lived assets, such as property, plant and equipment subject to amortization, and right-of-use assets ("ROU assets") are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. In the evaluation of the fair value and future benefits of long-lived assets, the Company performs an analysis of the
anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related asset exceeds
the undiscounted cash flows, the carrying value is reduced to its fair value. Various factors including estimated future sales
growth and estimated profit margins are included in this analysis.
24
The Company considers a triggering event related to long-lived or ROU assets in a net asset position to have occurred related to a
specific restaurant if the restaurant’s cash flows for the last 12 months are less than a minimum threshold or if consistent levels of
undiscounted cash flows for the remaining lease period are less than the carrying value of the restaurant’s assets. Additionally, the
Company considers a triggering event related to ROU assets to have occurred related to a specific lease if the location has been
subleased and future estimated sublease income is less than current lease payments. If the Company concludes that the carrying
value of certain long-lived and ROU assets will not be recovered based on expected undiscounted future cash flows, an
impairment loss is recorded to reduce the long-lived or ROU assets to their estimated fair value. The fair value is measured on a
nonrecurring basis using unobservable (Level 3) inputs. There is uncertainty in the projected undiscounted future cash flows used
in the Company's impairment review analysis, which requires the use of estimates and assumptions. If actual performance does
not achieve the projections, or if the assumptions used change in the future, the Company may be required to recognize
impairment charges in future periods, and such charges could be material.
During the year ended September 28, 2024, impairment indicators were identified at our Sequoia property located in Washington,
D.C. due to lower-than-expected operating results. Accordingly, the Company tested the recoverability of Sequoia's ROU and
long-lived assets and concluded they were not recoverable. Based on a discounted cash flow analysis, the Company recognized
impairment charges of $1,561,000 and $939,000 related to Sequoia's ROU and long-lived assets, respectively. The Company
continued to monitor the performance of Sequoia throughout fiscal 2025 and, as a result of lower than expected operating results
we tested the recoverability of its ROU and long-lived assets again and based on a discounted cash flow analysis, we recognized
additional impairment charges of $2,940,000 and $1,760,000 during the year ended September 27, 2025 related to Sequoia's ROU
and long-lived assets, respectively.
Recoverability of Investment in New Meadowlands Racetrack (“NMR”)
The carrying value of our investment in Meadowlands Newmark LLC, which has a 63.7% ownership in NMR, is determined
using the cost method. In accordance with the cost method, our initial investment is recorded at cost and we record dividend
income when applicable, if dividends are declared. We review our investment in NMR each reporting period to determine
whether a significant event or change in circumstances has occurred that may have an adverse effect on its fair value.
As a result, we performed an assessment of the recoverability of our indirect investment in NMR as of September 27, 2025 which
involved critical accounting estimates. These estimates require significant management judgment, include inherent uncertainties
and are often interdependent; therefore, they do not change in isolation. Factors that management estimated include, among
others, the probability of gambling being approved in northern New Jersey and NMR obtaining a license to operate a casino,
revenue levels, cost of capital, marketing spending, tax rates and capital spending.
In performing this assessment, we estimate the fair value of our investment in NMR using our best estimate of these assumptions
which we believe would be consistent with what a hypothetical marketplace participant would use. The variability of these factors
depends on a number of conditions, including uncertainty about future events and our inability as a minority shareholder to
control certain outcomes and, thus, our accounting estimates may change from period to period. If other assumptions and
estimates had been used when these tests were performed, impairment charges could have resulted.
As mentioned above, these factors do not change in isolation and, therefore, we do not believe it is practicable or meaningful to
present the impact of changing a single factor. Furthermore, if management uses different assumptions or if different conditions
occur in future periods, future impairment charges could result. See Note 4 - Investment in and Receivable from New
Meadowlands Racetrack LLC to the Consolidated Financial Statements for additional discussion.
Leases
We determine if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or explicitly
identifies an asset to be used and conveys the right to control the use of the identified asset in exchange for consideration. As a
lessee, we include operating leases in Operating lease ROU assets and Operating lease liabilities in our consolidated balance
sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to
make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized upon commencement of the
lease based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit
interest rate, we use our incremental borrowing rate based on the information available at commencement date to determine the
present value of lease payments. Our lease terms may include options to extend or terminate the lease. Options are included
when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line
basis over the lease term. Amendments or modifications to lease terms are accounted for as variable lease payments. Leases with
a lease term of 12 months or less are accounted for using the practical expedient which allows for straight-line rent expense over
the remaining term of the lease.
25
Deferred Income Tax Valuation Allowance
We provide such allowance due to uncertainty that some of the deferred tax amounts may not be realized. Certain items, such as
state and local tax loss carryforwards, are dependent on future earnings or the availability of tax strategies. Future results could
require an increase or decrease in the valuation allowance and a resulting adjustment to income in such period.
Goodwill and Trademarks
Goodwill and trademarks are not amortized, but are subject to impairment analysis. We assess the potential impairment of
goodwill and trademarks annually (at the end of our fourth quarter) and on an interim basis whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. If we determine through the impairment review process
that goodwill or trademarks are impaired, we record an impairment charge in our consolidated statements of operations.
With respect to goodwill, the Company assesses qualitative factors to determine whether it is necessary to perform a more
detailed quantitative impairment test. The Company may elect to bypass the qualitative assessment and proceed directly to the
quantitative test. When performing the quantitative test, an impairment loss is recognized if the carrying value of our equity,
including goodwill, exceeds its fair value.
In accordance with ASU 350-20, Intangibles—Goodwill and Other, the Company identified a triggering event during the three
months ended March 29, 2025 primarily related to a decline in the Company's stock price during the second quarter of fiscal 2025
and the continued uncertainty related to the expiration of the Bryant Park Grill & Café and The Porch at Bryant Park leases (see
Note 10 - Commitments and Contingencies). As a result, the Company performed an interim quantitative impairment test and
based on the results of the assessment, the fair value of our equity was determined to be less than its carrying amount.
Accordingly, the Company recognized a non-cash impairment charge of the remaining balance of its goodwill in the amount of
$3,440,000 in our consolidated statement of operations for the year ended September 27, 2025.
As of September 28, 2024, the Company performed a qualitative assessment of its goodwill whereby the fair value of the equity
was determined using the income approach. Given the relatively low volume of shares traded as of September 28, 2024, the
Company determined the income approach provided the best approximation of fair value. In the income approach, we utilized a
discounted cash flow analysis, which involved estimating the expected future after-tax cash flows generated and then discounting
those cash flows to present value, reflecting the relevant risks associated with the achievement of projected cash flows, the
possibility that the Bryant Park Grill & Café and The Porch at Bryant Park leases may not be renewed beyond their expirations
on April 30, 2025, and the time value of money. This approach required the use of significant estimates and assumptions,
including forecasted revenue growth rates, forecasted cash flows from operations, and discount rates that reflect the risk inherent
in the future cash flows. Based on the impairment analysis, the carrying amount of our equity exceeded its estimated fair value,
which indicated an impairment of the carrying value of our goodwill at September 28, 2024. Accordingly, during the fourth
quarter of fiscal 2024, the Company recorded a goodwill impairment charge of $4,000,000, of which $4,000,000 was deductible
for tax purposes and resulted in a deferred income tax benefit of $1,074,000. Such impairment was attributed to factors such as,
but not limited to, a decrease in the market price of the Company's common stock and lower than expected profitability.
Our impairment analysis for trademarks consists of a comparison of the fair value to the carrying value of the assets. This
comparison is made based on a review of historical, current and forecasted sales and profit levels, as well as a review of any
factors that may indicate potential impairment. For the years ended September 27, 2025 and September 28, 2024, our impairment
analysis did not result in any other charges related to trademarks.
Recently Adopted and Issued Accounting Standards
See Note 1 of Notes to Consolidated Financial Statements for a description of recent accounting pronouncements, including those
adopted in fiscal 2025 and the expected dates of adoption and the anticipated impact on the consolidated financial statements.
Recent Developments
None
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Our consolidated financial statements are included in this report immediately following Part IV.
26
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 27, 2025 (the end of the period covered by this report), management, with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at the end of such period, our disclosure
controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our
periodic SEC filings 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 our management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in 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, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is
defined in Exchange Act Rule 13a-15(f), and for performing an assessment of the effectiveness of internal control over financial
reporting as of September 27, 2025. Internal control over financial reporting is a process designed by, or under the supervision of,
our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board of
Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with
authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation.
Management performed an assessment of the effectiveness of our internal control over financial reporting as of September 27,
2025 based upon the criteria set forth in Internal Control — Integrated Framework issued by the 2013 Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on our assessment, management determined that our internal
control over financial reporting was effective as of September 27, 2025.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting as management’s report was not subject to attestation by our independent registered public
accounting firm pursuant to the permanent exemption of the SEC that permits us to provide only management’s report in this
annual report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act) that occurred during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting, other than changes to certain restaurant-level
procedures with respect to approval limits and reconciliation procedures.
27
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation
of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
Item 9B. Other Information
Insider Trading Arrangements
During the 2025 fiscal year, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our
directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading
arrangement (as defined in item 408(c) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
28
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information relating to our directors and executive officers is incorporated by reference to the definitive proxy statement for our
annual meeting of stockholders to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A
no later than 120 days after the end of the fiscal year covered by this form (the “Proxy Statement”). Information relating to
compliance with Section 16(a) of the Exchange Act is incorporated by reference to the Proxy Statement.
Code of Ethics
We have adopted a code of ethics (which includes our insider trading policy) that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy is available
free of charge through our Internet website, www.arkrestaurants.com, under the “Investors-Corporate Governance” caption. We
intend to satisfy the disclosure requirement under Item 5.05 of Current Report on Form 8-K regarding an amendment to, or waiver
from, a provision of this code by posting such information on our website, at the address specified above.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the Proxy Statement which will be filed no later than
120 days after September 27, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the Proxy Statement which will be filed no later than
120 days after September 27, 2025.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to the Proxy Statement which will be filed no later than
120 days after September 27, 2025.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the Proxy Statement which will be filed no later than
120 days after September 27, 2025.
29
PART IV
Item 15.Exhibits and Financial Statement Schedule
(a)
(1)
Financial Statements:
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 596)
F-1
Consolidated Balance Sheets at September 27, 2025 and September 28, 2024
F-3
Consolidated Statements of Operations years ended September 27, 2025 and September 28, 2024
F-4
Consolidated Statements of Changes in Equity years ended September 27, 2025 and September 28,
2024
F-5
Consolidated Statements of Cash Flows years ended September 27, 2025 and September 28, 2024
F-6
Notes to Consolidated Financial Statements
F-7
(2)
Financial Statement Schedules:
None.
(3)
Exhibits:
The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit
List immediately following the Consolidated Financial Statements.
30
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Ark Restaurants Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ark Restaurants Corp. and Subsidiaries (the “Company”) as of
September 27, 2025 and September 28, 2024, and the related consolidated statements of operations, changes in equity, and cash
flows for each of the two years then ended, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of September 27, 2025 and September 28, 2024, and the results of its operations and its cash flows for each of the
two years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Ark
Restaurant Corp. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Long-lived Asset and Right-of-Use Asset Valuation (Note 1 to the Consolidated Financial Statements)
Critical Audit Matter
Long-lived assets, such as property and plant and equipment subject to depreciation and amortization, and right-of-use assets
("ROU assets") are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. In the evaluation of the fair value and future benefits of long-lived assets, the Company performs an
analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related
asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. Various factors including estimated
future sales growth and estimated profit margins are included in this analysis.
The Company considers a triggering event related to long-lived assets or ROU assets in a net asset position to have occurred
related to a specific restaurant if the restaurant’s projected levels of undiscounted cash flows for the remaining lease period are
less than the carrying value of the restaurant’s assets. Additionally, the Company considers a triggering event related to ROU
assets to have occurred related to a specific lease if the location has been subleased and future estimated sublease income is less
than current lease payments. If the Company concludes that the carrying value of certain long-lived assets and ROU assets will
F-1
not be recovered based on expected undiscounted future cash flows, an impairment loss is recorded to reduce the long-lived or
ROU assets to their estimated fair value. The Company recorded impairment charges for its location in Washington, DC of
$4,700,000 during the year ended September 27, 2025.
Significant judgment is exercised by the Company in performing their long-lived asset and right-of-use asset impairment analysis
specifically surrounding the development of undiscounted cash flow forecasts. The related audit effort in evaluating
management's judgments in determining the cash flow forecasts to be utilized was complex, subjective, and challenging, and
required a high degree of auditor judgment.
How our Audit Addressed the Critical Audit Matter
Our principal audit procedures related to this critical audit matter included the following, among others:
•
We gained an understanding of and evaluated the design and implementation of the Company’s controls that address the
risk of material misstatement related to potential impairment.
•
We evaluated management's significant accounting policies related to the consideration of impairment for long-lived
assets for reasonableness.
•
We tested the reasonableness of the underlying data used to determine the forecasted undiscounted future cash flows.
•
We evaluated the reasonableness of undiscounted future cash flows utilized in the impairment analysis for the restaurants
by comparing forecasted undiscounted cash flows to historical cash flows from each restaurant location, and evaluating
management's future operating forecasts.
•
We evaluated the reasonableness of management's estimate that no impairment charges were appropriate during the year
other than what was recorded.
/s/ CohnReznick LLP PCAOB ID: 596
We have served as the Company’s auditors since 2004.
Melville, New York
December 18, 2025
F-2
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
September 27,
2025
September 28,
2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
11,324 $
10,273
Accounts receivable
1,989
3,516
Employee receivables
136
255
Inventories
2,016
2,289
Prepaid and refundable income taxes
349
294
Prepaid expenses and other current assets
2,029
1,598
Total current assets
17,843
18,225
FIXED ASSETS - Net
29,168
31,569
OPERATING LEASE RIGHT-OF-USE ASSETS - Net
73,358
84,977
GOODWILL
—
3,440
TRADEMARKS
4,220
4,220
INTANGIBLE ASSETS - Net
13
98
DEFERRED INCOME TAXES
—
4,799
INVESTMENT IN AND RECEIVABLE FROM NEW MEADOWLANDS RACETRACK
6,743
6,550
OTHER ASSETS
2,158
2,163
TOTAL ASSETS
$
133,503 $
156,041
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable - trade
$
4,483 $
4,547
Accrued expenses and other current liabilities
10,805
12,045
Current portion of operating lease liabilities
6,439
7,099
Current portion of notes payable
1,493
5,193
Total current liabilities
23,220
28,884
OPERATING LEASE LIABILITIES, LESS CURRENT PORTION
75,785
83,516
NOTES PAYABLE, LESS CURRENT PORTION, net of deferred financing costs
2,024
—
DEFERRED INCOME TAXES
360
—
TOTAL LIABILITIES
101,389
112,400
COMMITMENTS AND CONTINGENCIES
EQUITY:
Common stock, par value $0.01 per share - authorized, 10,000 shares; issued and
outstanding, 3,606 shares at September 27, 2025 and 3,604 shares at September 28, 2024,
respectively
36
36
Additional paid-in capital
13,989
13,934
Retained earnings
18,701
30,167
Total Ark Restaurants Corp. shareholders’ equity
32,726
44,137
NON-CONTROLLING INTERESTS
(612)
(496)
TOTAL EQUITY
32,114
43,641
TOTAL LIABILITIES AND EQUITY
$
133,503 $
156,041
See notes to consolidated financial statements.
F-3
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
Year Ended
September 27,
2025
September 28,
2024
REVENUES:
Food and beverage sales
$
163,312 $
179,110
Other revenue
2,439
4,435
Total revenues
165,751
183,545
COSTS AND EXPENSES:
Food and beverage cost of sales
46,427
49,519
Payroll expenses
60,346
65,844
Occupancy expenses
22,527
24,622
Other operating costs and expenses
22,644
24,125
General and administrative expenses
12,001
12,263
Depreciation and amortization
3,138
4,090
(Gain) loss on closure of El Rio Grande
(173)
876
Gain on termination of Tampa Food Court lease
(5,235)
—
Impairment losses on right-of-use and long-lived assets
4,700
2,500
Goodwill impairment
3,440
4,000
Total costs and expenses
169,815
187,839
OPERATING LOSS
(4,064)
(4,294)
OTHER (INCOME) EXPENSE:
Interest expense
414
621
Interest income
(45)
(44)
Other income
—
(26)
Gain on sale of condominiums
(594)
—
Gain on forgiveness of PPP Loans
—
(285)
Total other (income) expense, net
(225)
266
LOSS BEFORE PROVISION (BENEFIT) FOR INCOME TAXES
(3,839)
(4,560)
Provision (benefit) for income taxes
5,324
(815)
CONSOLIDATED NET LOSS
(9,163)
(3,745)
Net income attributable to non-controlling interests
(2,303)
(151)
NET LOSS ATTRIBUTABLE TO ARK RESTAURANTS CORP.
$
(11,466) $
(3,896)
NET LOSS PER ARK RESTAURANTS CORP. COMMON SHARE:
Basic
$
(3.18) $
(1.08)
Diluted
$
(3.18) $
(1.08)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic
3,605
3,604
Diluted
3,605
3,604
See notes to consolidated financial statements.
F-4
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED SEPTEMBER 27, 2025 AND SEPTEMBER 28, 2024
(In Thousands, Except Per Share Amounts)
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Total Ark
Restaurants
Corp.
Shareholders’
Equity
Non-
controlling
Interests
Total
Equity
Shares
Amount
BALANCE - September 30, 2023
3,604 $
36 $
14,161 $
36,091 $
50,288 $
1,434 $ 51,722
Net income (loss)
—
—
—
(3,896)
(3,896)
151
(3,745)
Elimination of non-controlling
interest upon dissolution of
subsidiary
—
—
692
—
692
(692)
—
Stock-based compensation
activity
—
—
(919)
—
(919)
—
(919)
Distributions to non-controlling
interests
—
—
—
—
—
(1,389)
(1,389)
Dividends paid - $0.5625 per
share
—
—
—
(2,028)
(2,028)
—
(2,028)
BALANCE - September 28, 2024
3,604
36
13,934
30,167
44,137
(496) 43,641
Net income (loss)
—
—
—
(11,466)
(11,466)
2,303
(9,163)
Exercise of stock options
2
—
21
—
21
—
21
Stock-based compensation
activity
—
—
34
—
34
—
34
Distributions to non-controlling
interests
—
—
—
—
—
(2,419)
(2,419)
BALANCE - September 27, 2025
3,606 $
36 $
13,989 $
18,701 $
32,726 $
(612) $ 32,114
See notes to consolidated financial statements.
F-5
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended
September 27,
2025
September 28,
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss
$
(9,163) $
(3,745)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Stock-based compensation activity
34
(919)
Deferred income taxes
5,160
(1,061)
Accrued interest on note receivable from NMR
(45)
(43)
Depreciation and amortization
3,138
4,090
Amortization of operating lease assets
271
440
Amortization of deferred financing costs
54
53
(Gain) loss on closure of El Rio Grande
(173)
876
Gain on termination of Tampa Food Court lease
(5,235)
—
Impairment losses on right-of-use and long-lived assets
4,700
2,500
Goodwill impairment
3,440
4,000
Gain on sale of condominiums
(594)
—
Changes in operating assets and liabilities:
Accounts receivable
1,527
(203)
Inventories
252
804
Prepaid, refundable and accrued income taxes
(55)
(91)
Prepaid expenses and other current assets
(431)
(29)
Other assets
5
(2)
Accounts payable - trade
(64)
489
Accrued expenses and other current liabilities
(1,069)
(2,505)
Net cash provided by operating activities
1,752
4,654
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets
(3,247)
(2,465)
Loans and advances made to employees
(14)
(46)
Payments received on employee receivables
133
119
Proceeds from sale of condominiums
1,203
—
Termination payment received in connection with Tampa Food Court lease
5,500
—
Investment in NMR
(148)
—
Net cash provided by (used in) investing activities
3,427
(2,392)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable
(1,625)
(1,987)
Payments of debt financing costs
(105)
—
Dividends paid
—
(2,028)
Proceeds from issuance of stock upon exercise of stock options
21
—
Distributions to non-controlling interests
(2,419)
(1,389)
Net cash used in financing activities
(4,128)
(5,404)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1,051
(3,142)
CASH AND CASH EQUIVALENTS, Beginning of year
10,273
13,415
CASH AND CASH EQUIVALENTS, End of year
$
11,324
$
10,273
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest
$
364
$
439
Income taxes
$
199
$
170
Non-cash financing activities:
Elimination of non-controlling interest upon dissolution of subsidiary
$
—
$
692
See notes to consolidated financial statements.
F-6
ARK RESTAURANTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of September 27, 2025, Ark Restaurants Corp. and Subsidiaries (the “Company”) owned and operated 16 restaurants and
bars, 12 fast food concepts and catering operations, exclusively in the United States, that have similar economic
characteristics, nature of products and service, class of customers and distribution methods. The Company believes it meets
the criteria for aggregating its operating segments into a single reporting segment in accordance with applicable accounting
guidance.
The Company operates three restaurants in New York City, one in Washington, D.C., five in Las Vegas, Nevada, one in
Atlantic City, New Jersey, four in Florida and two on the gulf coast of Alabama. The Las Vegas operations include four
restaurants within the New York-New York Hotel and Casino Resort and operation of the hotel’s room service, banquet
facilities, employee dining room and six food court concepts and one restaurant within the Planet Hollywood Resort and
Casino. In Atlantic City, New Jersey, the Company operates a restaurant in the Tropicana Hotel and Casino. The Florida
operations include The Rustic Inn in Dania Beach, Shuckers in Jensen Beach, JB's on the Beach in Deerfield Beach, The Blue
Moon Fish Company in Fort Lauderdale and the operation of six fast food facilities in Hollywood at the Hard Rock Hotel and
Casino. In Alabama, the Company operates two Original Oyster Houses, one in Gulf Shores and one in Spanish Fort.
Inflation — In recent years, our operating results were impacted by geopolitical and other macroeconomic events, causing
supply chain challenges and significantly increased commodity and wage inflation. While we have seen improvements in
many of these areas, some of these factors continued to impact our operating results in fiscal 2025. The ongoing impact of
these events could lead to further shifts in consumer behavior, wage inflation, staffing challenges, product and services cost
inflation, disruptions in our supply chain and delays in opening and acquiring new restaurants. If these factors significantly
impact our cash flow in the future, we may again implement mitigation actions such as suspension of dividends, increasing
borrowings or modifying our operating strategies. Some of these measures may have an adverse impact on our business,
including possible impairments of assets.
Basis of Presentation — The accompanying consolidated financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United
States of America (“GAAP”). The Company’s reporting currency is the United States dollar.
Accounting Period — The Company's fiscal year ends on the Saturday nearest September 30. The fiscal years ended
September 27, 2025 and September 28, 2024 both included 52 weeks.
Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Significant estimates are used for, but are not limited to: (i) projected cash flows related to asset impairments,
including goodwill and intangibles, (ii) income tax valuation allowances for deferred tax assets, (iii) allowances for potential
credit losses on receivables, (iv) assumptions regarding discount rates related to lease accounting, (v) the useful lives and
recoverability of our long-lived assets, such as fixed assets and intangibles, (vi) fair values of financial instruments, (vii)
share-based compensation, (viii) estimates made in connection with acquisition purchase price allocations, (ix) uncertain tax
positions, and (x) determining when investment impairments are other-than-temporary. The Company’s accounting estimates
require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The accounting
estimates may change as new events occur, as more experience is acquired and as more information is obtained. The
Company evaluates and updates assumptions and estimates on an ongoing basis and may use outside experts to assist in the
Company’s evaluation, as considered necessary. Because of the uncertainty in such estimates, actual results may differ from
those estimates.
Principles of Consolidation — The consolidated financial statements include the accounts of Ark Restaurants Corp. and all
of its wholly-owned subsidiaries, partnerships and other entities in which it has a controlling interest, collectively herein
referred to as the “Company”.
Non-Controlling Interests — Non-controlling interests represent capital contributions, distributions and income and loss
attributable to the shareholders of less than wholly-owned and consolidated entities.
Seasonality — The Company has substantial fixed costs that do not decline proportionally with sales. Although our business
is highly seasonal, our broader geographical reach as a result of prior acquisitions mitigates some of this risk. For instance,
F-7
the second quarter of our fiscal year, consisting of the non-holiday portion of the cold weather season in New York and
Washington (January, February and March), is the poorest performing quarter; however, in recent years this has been
partially offset by our locations in Florida as they experience increased results in the winter months. We generally achieve
our best results during the warmer weather, attributable to our extensive outdoor dining availability, particularly at Bryant
Park Grill & Café and The Porch at Bryant Park in New York (see Note 10 - Commitments and Contingencies) and Sequoia
in Washington, D.C. (our largest restaurants) and our outdoor cafes. However, even during summer months these facilities
can be adversely affected by unusually cool or rainy weather conditions. Our facilities in Las Vegas are indoor and generally
operate on a more consistent basis throughout the year, although in recent years the summer months have seen lower traffic.
Cash and Cash Equivalents — Cash and cash equivalents include cash on hand, deposits with banks and highly-liquid
investments with original maturities of three months or less. Outstanding checks in excess of account balances, typically
vendor payments, payroll and other contractual obligations disbursed after the last day of a reporting period are reported as a
current liability in the accompanying consolidated balance sheets.
Concentrations of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk
consist primarily of cash and cash equivalents and accounts receivable. The Company reduces credit risk by placing its cash
and cash equivalents with major financial institutions with high credit ratings. At times, such amounts may exceed federally
insured limits. Accounts receivable are primarily comprised of normal business receivables, such as credit card receivables
that are collected in a short period of time and other receivables from hotel operators where the Company has a location and
are recorded upon satisfaction of the performance obligation. The Company reviews the collectability of its receivables on an
ongoing basis, and has not provided for an allowance as it considers all of the counterparties will be able to meet their
obligations. The concentration of credit risk with respect to accounts receivable is generally limited due to the short payment
terms extended by the Company and the number of customers comprising the Company’s customer base.
As of September 27, 2025 and September 28, 2024, the Company had accounts receivable balances due from one hotel
operator totaling 29% and 52% of total accounts receivable, respectively.
For the year ended September 27, 2025, the Company made purchases from one vendor that accounted for 10% of total
purchases. For the year ended September 28, 2024, the Company made purchases from two vendors that accounted for 22%
of total purchases.
As of September 27, 2025, all debt outstanding is with one lender (see Note 9 – Notes Payable).
Fixed Assets — Fixed assets are stated at cost less accumulated depreciation and amortization. Depreciation is determined
using the straight-line method over the estimated useful lives of the assets. Estimated lives range from three to seven years for
furniture, fixtures and equipment and up to 40 years for buildings and related improvements. Amortization of improvements
to leased properties is computed using the straight-line method based upon the initial term of the applicable lease or the
estimated useful life of the improvements, whichever is less, and ranges from 5 to 30 years. For leases with renewal periods
at the Company’s option, if failure to exercise a renewal option imposes an economic penalty to the Company, management
may determine at the inception of the lease that renewal is reasonably assured and include the renewal option period in the
determination of appropriate estimated useful lives. Routine expenditures for repairs and maintenance are charged to expense
when incurred. Major replacements and improvements are capitalized. Upon retirement or disposition of fixed assets, the cost
and related accumulated depreciation are removed from the consolidated balance sheets and any resulting gain or loss is
recognized in the consolidated statements of operations.
The Company includes in construction in progress, improvements to restaurants that are under construction or are undergoing
substantial renovations. Once the projects have been completed, the Company begins depreciating and amortizing the assets.
Start-up costs incurred during the construction period of restaurants, including rental of premises, training and payroll, are
expensed as incurred.
Long-Lived and Right-of-Use Assets — Long-lived assets, such as property, plant and equipment and purchased intangibles
subject to amortization, and right-of-use assets ("ROU assets") are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. In the evaluation of the fair value and
future benefits of long-lived assets, the Company performs an analysis of the anticipated undiscounted future net cash flows
of the related long-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying
value is reduced to its fair value. Various factors including estimated future sales growth and estimated profit margins are
included in this analysis.
The Company considers a triggering event related to long-lived assets or ROU assets in a net asset position to have occurred
related to a specific restaurant if the restaurant’s cash flows for the last 12 months are less than a minimum threshold or if
F-8
consistent levels of undiscounted cash flows for the remaining lease period are less than the carrying value of the restaurant’s
assets. Additionally, the Company considers a triggering event related to ROU assets to have occurred related to a specific
lease if the location has been subleased and future estimated sublease income is less than current lease payments. If the
Company concludes that the carrying value of certain long-lived and ROU assets will not be recovered based on expected
undiscounted future cash flows, an impairment loss is recorded to reduce the long-lived or ROU assets to their estimated fair
value. The fair value is measured on a nonrecurring basis using unobservable (Level 3) inputs. There is uncertainty in the
projected undiscounted future cash flows used in the Company's impairment review analysis, which requires the use of
estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the
future, the Company may be required to recognize impairment charges in future periods, and such charges could be material
(see Note 5 - Fixed Assets).
Goodwill and Trademarks — Goodwill and trademarks are not amortized, but are subject to impairment analysis. We assess
the potential impairment of goodwill and trademarks annually (at the end of our fourth quarter) and on an interim basis
whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If we determine
through the impairment review process that goodwill or trademarks are impaired, we record an impairment charge in our
consolidated statements of operations.
With respect to goodwill, the Company assesses qualitative factors to determine whether it is necessary to perform a more
detailed quantitative impairment test. The Company may elect to bypass the qualitative assessment and proceed directly to
the quantitative test. When performing the quantitative test, an impairment loss is recognized if the carrying value of our
equity, including goodwill, exceeds its fair value (see Note 6 - Goodwill, Trademarks and Intangible Assets).
Our impairment analysis for trademarks consists of a comparison of the fair value to the carrying value of the assets. This
comparison is made based on a review of historical, current and forecasted sales and profit levels, as well as a review of any
factors that may indicate potential impairment. For the years ended September 27, 2025 and September 28, 2024, our
impairment analysis did not result in any other charges related to trademarks.
Investments – Each reporting period, the Company reviews its investments in equity and debt securities, except for those
classified as trading, to determine whether a significant event or change in circumstances has occurred that may have an
adverse effect on the fair value of such investment. When such events or changes occur, the Company evaluates the fair value
compared to cost basis in the investment. For investments in non-publicly traded companies, management’s assessment of
fair value is based on valuation methodologies including discounted cash flows, estimates of sales proceeds, and appraisals,
as appropriate. The Company considers the assumptions that it believes hypothetical marketplace participants would use in
evaluating estimated future cash flows when employing the discounted cash flow or estimates of sales proceeds valuation
methodologies.
In the event the fair value of an investment declines below the Company’s cost basis, management is required to determine if
the decline in fair value is other than temporary. If management determines the decline is other than temporary, an
impairment charge is recorded. Management’s assessment as to the nature of a decline in fair value is based on, among other
things, the length of time and the extent to which the market value has been less than the cost basis; the financial condition
and near-term prospects of the issuer; and the Company’s intent and ability to retain the investment for a period of time
sufficient to allow for any anticipated recovery in market value.
Leases — We determine if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or
explicitly identifies an asset to be used and conveys the right to control the use of the identified asset in exchange for
consideration. As a lessee, we include operating leases in Operating lease ROU assets and Operating lease liabilities in our
consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities
represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are
recognized upon commencement of the lease based on the present value of the lease payments over the lease term. As most of
our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available
at commencement date to determine the present value of lease payments. Our lease terms may include options to extend or
terminate the lease. Options are included when it is reasonably certain that we will exercise that option. Lease expense for
lease payments is recognized on a straight-line basis over the lease term. Amendments or modifications to lease terms are
accounted for as variable lease payments. Leases with a lease term of 12 months or less are accounted for using the practical
expedient which allows for straight-line rent expense over the remaining term of the lease.
Revenue Recognition — The Company recognizes revenue when it satisfies a performance obligation by transferring control
over a product or service to a restaurant guest or other customer. Revenues from restaurant operations are presented net of
discounts, coupons, employee meals and complimentary meals and recognized when food, beverage and retail products are
sold. Sales tax collected from customers is excluded from sales and the obligation is included in sales tax payable until the
F-9
taxes are remitted to the appropriate taxing authorities. Catering service revenue is generated through contracts with
customers whereby the customer agrees to pay a contract rate for the service. Revenues from catered events are recognized
in income upon satisfaction of the performance obligation (the date the event is held). All customer payments, including
nonrefundable upfront deposits, are deferred as a liability until such time. The Company recognized $12,448,000 and
$16,147,000 in catering services revenue for the years ended September 27, 2025 and September 28, 2024, respectively.
Unearned revenue which is included in accrued expenses and other current liabilities on the consolidated balance sheets as of
September 27, 2025 and September 28, 2024 was $4,265,000 and $4,382,000, respectively.
Revenues from gift cards are deferred and recognized upon redemption. Deferrals are not reduced for potential non-use as
we generally have a legal obligation to remit the value of unredeemed gift cards to the relevant jurisdictions in which they are
sold. As of September 27, 2025 and September 28, 2024, the total liability for gift cards in the amounts of approximately
$438,000 and $401,000, respectively, are included in accrued expenses and other current liabilities in the consolidated
balance sheets.
Other revenues include merchandise sales, rental income, property management fees and other rentals as well as, in 2024,
purchase service fees, related to an affiliate that the Company no longer has an interest in, which represent commissions
earned for providing services to other restaurant groups.
Occupancy Expenses — Occupancy expenses include rent, rent taxes, real estate taxes, insurance and utility costs.
Income Taxes — Income taxes are accounted for under the asset and liability method whereby deferred tax assets and
liabilities are recognized for future tax consequences attributable to the temporary differences between the financial statement
carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized.
The Company may recognize tax benefits from an uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits
recognized in the financial statements from such position should be measured based on the largest benefit that has a greater
than fifty percent likelihood of being realized upon ultimate settlement. The Company re-evaluates uncertain tax positions
and considers factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to
be taken on tax returns, and changes in circumstances related to a tax position. We classify interest and penalties related to
unrecognized tax benefits as a component of income tax expense (benefit).
Non-controlling interests relating to the income or loss of consolidated partnerships includes no provision for income taxes as
any tax liability related thereto is the responsibility of the individual minority investors.
Income Per Share of Common Stock — Basic net income per share is calculated on the basis of the weighted average
number of common shares outstanding during each period. Diluted net income per share reflects the additional dilutive effect
of potentially dilutive shares (principally those arising from the assumed exercise of stock options). The dilutive effect of
stock options is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock
method, if the average market price of a share of common stock increases above the option’s exercise price, the proceeds that
would be assumed to be realized from the exercise of the option would be used to acquire outstanding shares of common
stock. The dilutive effect of awards is directly correlated with the fair value of the shares of common stock.
Stock-Based Compensation — Stock-based compensation represents the cost related to stock-based awards granted to
employees and non-employee directors. The Company measures stock-based compensation at the grant date based on the
estimated fair value of the award and recognizes the cost (net of estimated forfeitures) as compensation expense on a straight-
line basis over the requisite service period. Upon exercise of options, all excess tax benefits and tax deficiencies resulting
from the difference between the deduction for tax purposes and the stock-based compensation cost recognized for financial
reporting purposes are included as a component of income tax expense.
Recently Adopted Accounting Principles — On September 27, 2025, the Company adopted Accounting Standards Update
(“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-0”).
The amendments in this update are intended to improve reportable segment disclosure requirements primarily through
enhanced disclosures about significant segment expenses. The disclosures required by ASU 2023-07 can be found in Note 16
- Segment Information of these consolidated financial statements.
F-10
Recently Issued Accounting Pronouncements — In November 2024, the Financial Accounting Standards Board (the
“FASB”) issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (“ASU 2024-03”), to expand expense disclosures by requiring disaggregated disclosure of certain income
statement expense line items, including those that contain purchases of inventory, employee compensation, depreciation and
amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, or our fiscal year 2028, and
subsequent interim periods, with early adoption permitted. The amendments should be applied prospectively, but
retrospective application is permitted. The Company is currently evaluating the impact, if any, adoption will have on its
consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
(“ASU 2023-09”), which enhances transparency about income tax information through improvements to income tax
disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax
disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is for fiscal year 2026, with
early adoption permitted. The Company has determined that ASU 2023-09 addresses disclosures only, and as such will not
have any material effects on its consolidated financial condition, results of operation, or cash flows.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendment in Response to the
SEC’s Disclosure Update and Simplification Initiative. This ASU incorporates several disclosure and presentation
requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are
effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not
remove by June 30, 2027 will not be effective. As we are currently subject to these SEC requirements, this ASU is not
expected to have a material impact on our consolidated financial statements or related disclosures.
No other new accounting pronouncements issued or effective as of September 27, 2025 have had or are expected to have a
material impact on our consolidated financial statements.
2. RECENT RESTAURANT EXPANSION AND OTHER DEVELOPMENTS
On June 24, 2022, the Company extended its lease for America at the New York-New York Hotel and Casino in Las Vegas,
NV through December 31, 2033. In connection with the extension, the Company has agreed to spend a minimum of
$4,000,000 to materially refresh the premises by March 31, 2026, as extended, subject to further extensions as set out in the
agreement. To date approximately $1,600,000 has been spent on this refresh and we expect to complete the work by March
31, 2026.
On July 21, 2022, the Company extended its lease for the Village Eateries at the New York-New York Hotel and Casino in
Las Vegas, NV through December 31, 2034. As part of this extension, the Broadway Burger Bar and Grill and Gonzalez y
Gonzalez, were carved out of the Village Eateries footprint and the extended date for those two locations is December 31,
2033. In connection with the extension, the Company has agreed to spend a minimum of $3,500,000 to materially refresh all
three of these premises by December 31, 2025, as extended. As part of this refresh, on November 11, 2024, the Company
opened a new concept called Lucky Pig in the Village Eateries at a cost of approximately $850,000. In addition, the
Company has spent an additional $950,000 to date on refreshing Broadway Burger Bar and Grill, Gonzalez y Gonzalez and
other areas of the Village Eateries. We expect to complete all work related to these projects by December 31, 2025.
Each of the above refresh obligations are to be consistent with designs approved by the landlord which shall not be
unreasonably withheld. We have and will continue to pay all rent as required by the leases without abatement during
construction. Note that our substantial completion of work set forth in plans approved by the landlord shall constitute our
compliance with the requirements of the completion deadlines, regardless of whether or not the amount actually expended in
connection therewith is less than the minimum. In connection with the above renovations, the Company made payments
totaling $57,000 and $43,000 to the mother of Samuel Weinstein, the Co-Chief Operating Officer, for design services during
the years ended September 27, 2025 and September 28, 2024, respectively.
3. RECENT RESTAURANT DISPOSITIONS AND OTHER DEVELOPMENTS
During the year ended September 28, 2024, the Company dissolved the entity which owned Lucky 7 at the Foxwoods Resort
and Casino, which was closed in July of 2022. In connection with the dissolution, the Company reclassified the remaining
non-controlling interest balance to additional paid-in capital.
During the year ended September 28, 2024, the Company dissolved the entity which owned Clyde Frazier's Wine and Dine,
which was closed in September of 2021. In connection with the dissolution, the Company reclassified the remaining non-
controlling interest balance to additional paid-in capital.
F-11
In October 2024, the Company advised the landlord of El Rio Grande we would be terminating the lease and closing the
property permanently. In connection with this notification, the Company recorded a loss of $876,000 during the year ended
September 28, 2024. The property closed permanently on January 3, 2025 and was vacated and delivered to the landlord on
April 30, 2025. During the year ended September 27, 2025, the Company recognized a gain in the amount of $173,000 as a
result of refinements of estimates.
On November 26, 2024, a subsidiary of the Company, in which we own a 65% interest, Ark Hollywood/Tampa Investment
LLC agreed to terminate its lease for the food court at The Hard Rock Hotel and Casino in Tampa, FL and, accordingly,
vacated the premises on December 15, 2024. In connection with this agreement, all obligations under the lease ceased and
Ark Hollywood/Tampa Investment LLC received a termination payment in the amount of $5,500,000. Accordingly, a gain,
net of expenses, in the amount of $5,235,000 was recognized during the year ended September 27, 2025 and Ark Hollywood/
Tampa Investment LLC distributed approximately $1,710,000 of the net proceeds, after expenses, to the other equity holders
of Ark Hollywood/Tampa Investment LLC.
During the year ended September 27, 2025, the Company sold three of the 14 condominium units it owns at the Island Beach
Resort in Jensen Beach, FL which is adjacent to our Shuckers restaurant. In connection with the sales, the Company received
net proceeds of $1,203,000 and recorded a gain of $594,000. The Company intends to sell the remaining units subject to
market forces.
4. INVESTMENT IN AND RECEIVABLE FROM NEW MEADOWLANDS RACETRACK
Investment
On March 12, 2013, the Company made a $4,200,000 investment in the New Meadowlands Racetrack LLC (“NMR”)
through its purchase of a membership interest in Meadowlands Newmark, LLC, an existing member of NMR with a then
63.7% ownership interest. On November 19, 2013, the Company invested an additional $464,000 in NMR through a
purchase of an additional membership interest in Meadowlands Newmark, LLC resulting in a total ownership of 11.6% of
Meadowlands Newmark, LLC, and an effective ownership interest in NMR of 7.4%, subject to dilution. In prior years, the
Company invested an additional $444,000 in NMR and on May 13, 2025, the Company invested an additional $148,000 in
NMR, all as a result of capital calls with no change in ownership, bringing its total investment to $5,256,000. The Company
accounts for this investment at cost, less impairment, adjusted for subsequent observable price changes in accordance with
ASU 2016-01. There are no observable prices for this investment.
During the year ended September 28, 2024, the Company received a distribution from NMR in the amount of $26,000, which
is included in other income in the consolidated statements of operation. During the year ended September 27, 2025, the
Company did not receive any distributions from NMR.
Advances
On April 25, 2014, the Company loaned $1,500,000 to Meadowlands Newmark, LLC. The note bears interest at 3%,
compounded monthly and added to the principal, and is due in its entirety on June 30, 2029. The note may be prepaid, in
whole or in part, at any time without penalty or premium. The principal and accrued interest related to this note in the
amounts of $1,487,000 and $1,442,000, are included in Investment In and Receivable From New Meadowlands Racetrack in
the consolidated balance sheets at September 27, 2025 and September 28, 2024, respectively.
Other
In addition to the Company’s ownership interest in NMR through Meadowlands Newmark, LLC, if casino gaming is
approved at the Meadowlands and NMR is granted the right to conduct said gaming, neither of which can be assured, the
Company shall be granted the exclusive right to operate the food and beverage concessions in the gaming facility with the
exception of one restaurant.
In conjunction with this investment, the Company, through a 97% owned subsidiary, Ark Meadowlands LLC (“AM VIE”),
also entered into a long-term agreement with NMR for the exclusive right to operate food and beverage concessions serving
the new raceway facilities (the “Racing F&B Concessions”) located in the new raceway grandstand constructed at the
Meadowlands Racetrack in northern New Jersey. Under the agreement, NMR is responsible to pay for the costs and expenses
incurred in the operation of the Racing F&B Concessions, and all revenues and profits thereof inure to the benefit of NMR.
AM VIE receives an annual fee equal to 5% of the net profits received by NMR from the Racing F&B Concessions during
each calendar year. AM VIE is a variable interest entity; however, based on qualitative consideration of the contracts with
AM VIE, the operating structure of AM VIE, the Company’s role with AM VIE, and that the Company is not obligated to
F-12
absorb expected losses of AM VIE, the Company has concluded that it is not the primary beneficiary and not required to
consolidate the operations of AM VIE.
The Company’s maximum exposure to loss as a result of its involvement with AM VIE is limited to a receivable from AM
VIE’s primary beneficiary (NMR, a related party). As of September 27, 2025 and September 28, 2024, $34,000 and $16,000
were due AM VIE by NMR.
Recent Developments and Valuation
NMR has been actively pursuing a full casino license (including slots, table games like blackjack and roulette) to supplement
its existing horse racing and sports betting operations. In May 2025, a Senate Concurrent Resolution was introduced
proposing a ballot referendum to authorize casinos at both the Monmouth Park and Meadowlands Racetracks. It requires a
three-fifths vote in both legislative chambers to reach the ballot in November 2026.
In conjunction with such referendum, NMR will need to raise substantial capital to fund a marketing campaign to support the
passage of the referendum. To the extent the Company does not contribute to this effort, or if NMR raises outside capital, our
interests will be diluted.
There can be no assurances that the above referendum will be included in the November 2026 election ballot or that it will
pass if it is included. If either of these do not occur, the Company’s investment in NMR will be evaluated based on the
existing horse racing and sports betting operations and may be subject to substantial impairment.
The Company evaluated its investment in NMR for impairment indicators and concluded that its fair value exceeds the
carrying value. Accordingly, the Company did not record any impairment during the years ended September 27, 2025 and
September 28, 2024. Any future changes in the carrying value of our investment in NMR will be reflected in earnings.
5. FIXED ASSETS
Fixed assets consist of the following:
September 27,
2025
September 28,
2024
(in thousands)
Land and building
$
17,752 $
18,393
Building and leasehold improvements
42,234
44,371
Furniture, fixtures and equipment
39,187
39,123
Construction in progress
2,198
1,107
101,371
102,994
Less: accumulated depreciation and amortization
72,203
71,425
Fixed Assets - Net
$
29,168 $
31,569
Depreciation and amortization expense related to fixed assets for the years ended September 27, 2025 and September 28,
2024 was $3,053,000 and $4,001,000, respectively.
Management continually evaluates unfavorable cash flows, if any, related to underperforming restaurants. Periodically it is
concluded that certain properties have become impaired based on their existing and anticipated future economic outlook in
their respective markets. In such instances, we may impair assets to reduce their carrying values to fair values. Estimated fair
values of impaired properties are based on comparable valuations, cash flows and/or management judgment.
During the year ended September 28, 2024, impairment indicators were identified at our Sequoia property located in
Washington, D.C. due to lower-than-expected operating results. Accordingly, the Company tested the recoverability of
Sequoia's ROU and long-lived assets and concluded they were not recoverable. Based on a discounted cash flow analysis,
the Company recognized impairment charges of $1,561,000 and $939,000 related to Sequoia's ROU and long-lived assets,
respectively. The Company continued to monitor the performance of Sequoia throughout fiscal 2025 and, as a result of lower
than expected operating results, we tested the recoverability of its ROU and long-lived assets again and based on a discounted
cash flow analysis, we recognized additional impairment charges of $2,940,000 and $1,760,000 during the year ended
September 27, 2025 related to Sequoia's ROU and long-lived assets, respectively.
F-13
Given the inherent uncertainty in projecting results of restaurants, the Company will continue to monitor the recoverability of
the carrying value of the assets of Sequoia and several other restaurants on an ongoing basis. If expected performance is not
realized, further impairment charges may be recognized in future periods, and such charges could be material.
6. GOODWILL, TRADEMARKS AND INTANGIBLE ASSETS
Goodwill and Trademarks
The changes in the carrying amount of goodwill and trademarks for the years ended September 27, 2025 and September 28,
2024 are as follows:
Goodwill
Trademarks
(in thousands)
Balance as of September 30, 2023
$
7,440 $
4,220
Acquired during the year
—
—
Impairment charge (1)
(4,000)
—
Balance as of September 28, 2024
3,440
4,220
Acquired during the year
—
—
Impairment charge (1)
(3,440)
—
Balance as of September 27, 2025
$
— $
4,220
(1) Accumulated impairment losses as of September 27, 2025 and September 28, 2024 were $17,440,000 and $14,000,000,
respectively.
In accordance with ASU 350-20, Intangibles—Goodwill and Other, the Company identified a triggering event during the
three months ended March 29, 2025 primarily related to a decline in the Company's stock price during the second quarter of
fiscal 2025 and the continued uncertainty related to the expiration of the Bryant Park Grill & Café and The Porch at Bryant
Park leases (see Note 10 - Commitments and Contingencies). As a result, the Company performed an interim quantitative
impairment test and based on the results of the assessment, the fair value of our equity was determined to be less than its
carrying amount. Accordingly, the Company recognized a non-cash impairment charge of the remaining balance of its
goodwill in the amount of $3,440,000 in our consolidated statement of operations for the year ended September 27, 2025.
As of September 28, 2024, the Company performed a qualitative assessment of its goodwill whereby the fair value of the
equity was determined using the income approach. Given the relatively low volume of shares traded as of September 28,
2024, the Company determined the income approach provided the best approximation of fair value. In the income approach,
we utilized a discounted cash flow analysis, which involved estimating the expected future after-tax cash flows generated and
then discounting those cash flows to present value, reflecting the relevant risks associated with the achievement of projected
cash flows, the possibility that the Bryant Park Grill & Café and The Porch at Bryant Park leases may not be renewed
beyond their expirations on April 30, 2025, and the time value of money. This approach required the use of significant
estimates and assumptions, including forecasted revenue growth rates, forecasted cash flows from operations, and discount
rates that reflect the risk inherent in the future cash flows. Based on the impairment analysis, the carrying amount of our
equity exceeded its estimated fair value, which indicated an impairment of the carrying value of our goodwill at September
28, 2024. Accordingly, during the fourth quarter of fiscal 2024, the Company recorded a goodwill impairment charge of
$4,000,000, of which $4,000,000 was deductible for tax purposes and resulted in a deferred income tax benefit of $1,074,000.
Such impairment was attributed to factors such as, but not limited to, a decrease in the market price of the Company's
common stock and lower than expected profitability.
F-14
Intangibles
Intangible assets consist of the following:
September 27,
2025
September 28,
2024
(in thousands)
Purchased leasehold rights (a) - fully amortized
$
1,995 $
1,995
Noncompete agreements and other - 5-10 years
633
633
2,628
2,628
Less accumulated amortization
2,615
2,530
Intangible Assets - Net
$
13 $
98
(a)
Purchased leasehold rights arose from acquiring leases and subleases of various restaurants.
Amortization expense related to intangible assets for the years ended September 27, 2025 and September 28, 2024 was
$85,000 and $89,000, respectively. Amortization expense is expected to be $13,000 for fiscal 2026.
7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
September 27,
2025
September 28,
2024
(in thousands)
Sales tax payable
$
612 $
761
Accrued wages and payroll related costs
3,618
4,548
Customer advance deposits
4,265
4,382
Accrued occupancy and other operating expenses
2,310
2,354
$
10,805 $
12,045
8. LEASES
Other than locations where we own the underlying property, we lease our restaurant locations as well as our corporate office
under various non-cancelable real-estate lease agreements that expire on various dates through 2046. We evaluate whether
we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from
the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have
identified a lease, we account for the contract under the requirements of Accounting Standards Codification 842.
Upon taking possession of a leased asset, we determine its classification as an operating or finance lease. All of our real
estate leases are classified as operating leases. We do not have any finance leases as of September 27, 2025 or September 28,
2024. Generally, our real estate leases have initial terms ranging from 10 to 25 years and typically include renewal options.
Renewal options are recognized as part of the ROU assets and lease liabilities if it is reasonably certain at the date of adoption
that we would exercise the options to extend the lease. Our real estate leases typically provide for fixed minimum rent
payments and/or contingent rent payments based upon sales in excess of specified thresholds. When the achievement of such
sales thresholds are deemed to be probable, variable lease expense is accrued in proportion to the sales recognized during the
period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-
line basis over the lease term from the date we take possession of the leased property. We record the straight-line lease
expense and any contingent rent, if applicable, in occupancy expenses in the consolidated statements of operations.
Many of our real estate leases also require us to pay real estate taxes, common area maintenance costs and other occupancy
costs (“non-lease components”) which are included in occupancy related expenses in the consolidated statements of
operations. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As there were no explicit rates provided in our leases, we used our incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments.
F-15
The components of lease expense in the consolidated statements of operations are as follows:
September 27,
2025
September 28,
2024
(in thousands)
Operating lease expense - occupancy expenses (1)
$
12,720 $
13,893
Occupancy lease expense - general and administrative expenses
937
485
Variable lease expense
3,465
4,539
Total lease expense
$
17,122 $
18,917
____________________
(1) Includes short-term leases, which are immaterial.
Supplemental cash flow information related to leases is as follows:
September 27,
2025
September 28,
2024
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases
$
17,475 $
18,318
Non-cash investing activities:
ROU assets obtained in exchange for new operating lease liabilities
$
— $
—
The weighted average remaining lease terms and discount rates are as follows:
September 27,
2025
September 28,
2024
Operating leases:
Weighted average remaining lease term
10.9 years
11.5 years
Weighted average discount rate
6.2 %
6.3 %
The annual maturities of our lease liabilities as of September 27, 2025 are as follows:
Fiscal Year Ending
Operating Leases
(in thousands)
October 3, 2026
$
11,329
October 2, 2027
11,123
September 30, 2028
11,197
September 29, 2029
11,095
September 28, 2030
10,823
Thereafter
57,041
Total future lease payments
112,608
Less imputed interest
(30,384)
Present value of lease liabilities
$
82,224
F-16
9. NOTES PAYABLE
Long-term debt consists of the following:
September 27,
2025
September 28,
2024
(in thousands)
Promissory Note - Rustic Inn purchase
$
2,403 $
2,617
Promissory Note - JB's on the Beach purchase
750
1,750
Promissory Note - Sequoia renovation
456
800
Promissory Note - Blue Moon Fish Company
—
68
3,609
5,235
Less: Current maturities
(1,493)
(5,193)
Less: Unamortized deferred financing costs
(92)
(42)
Long-term debt
$
2,024 $
—
Credit Facility
On March 30, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”),
with its lender, Bank Hapoalim B.M. (“BHBM”) which originally matured on June 1, 2025. On May 29, 2025, the Company
entered into an Omnibus Amendment to the Credit Agreement which: (i) extended the maturity date of the Credit Agreement
to June 1, 2028, (ii) amended the terms of the outstanding promissory notes as discussed below, (iii) reduced the maximum
permitted obligations outstanding under the Credit Agreement from $30,000,000 to $20,000,000 (including the outstanding
promissory notes), (iv) increased the minimum tangible net worth covenant from $22,000,000 to $28,000,000, and (v)
removed the annual net income covenant. Advances and loans under the Credit Agreement bear interest, at the Company's
election at the time of the advance, at either BHBM's prime rate of interest plus a 0.45% spread or SOFR plus a 3.65%
spread. In addition, there is a 0.30% per annum fee for any unused portion of the facility. As of September 27, 2025, no
advances were outstanding under the Credit Agreement. As of September 27, 2025, the weighted average interest on the
outstanding BHBM indebtedness was approximately 8.0%.
The Credit Agreement also requires, among other things, that the Company meet minimum quarterly tangible net worth
amounts and maintain a minimum fixed charge coverage ratio. The Credit Agreement contains customary representations,
warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions on liens,
relating to other indebtedness, capital expenditures, liens, affiliate transactions, disposal of assets and certain changes in
ownership.
Borrowings and all other obligations under the Credit Agreement (including amounts outstanding under the existing term
notes (discussed below) are secured by all tangible and intangible personal property (including accounts receivable,
inventory, equipment, general intangibles, documents, chattel paper, instruments, letter-of-credit rights, investment property,
intellectual property and deposit accounts) and fixtures of the Company.
The terms of outstanding promissory notes, as amended, are as follows as of September 27, 2025:
•
Promissory Note – Rustic Inn purchase – in the original principal amount of $4,400,000, which is secured by a
mortgage on the Rustic Inn real estate, is payable in equal quarterly installments of $71,333, with a balloon payment
of $1,618,000 on June 1, 2028, and bears interest at SOFR plus 3.65% per annum.
•
Promissory Note - JB's on the Beach purchase – in the original principal amount of $7,000,000 and is payable
in equal quarterly installments of $250,000 through June 1, 2026 with interest at SOFR plus 3.65% per annum.
•
Promissory Note - Sequoia renovation – in the original principal amount of $3,200,000 and is payable
in equal quarterly installments of $114,286 through June 1, 2026 with interest at SOFR plus 3.65% per annum.
Deferred Financing Costs
Deferred financing costs incurred in the amount of $105,000 incurred in connection with the above amendment are being
amortized over the life of the agreements using the effective interest rate method and included in interest expense. Deferred
financing costs incurred in the amount of $304,000 related to the expired agreement were fully amortized as of September 27,
F-17
2025. Amortization expense of $54,000 and $53,000 is included in interest expense for the years ended September 27, 2025
and September 28, 2024, respectively.
Maturities
As of September 27, 2025, the aggregate amounts of notes payable maturities (excluding borrowings under the Revolving
Facility) are as follows (in thousands):
2025
$
1,493
2026
2,116
$
3,609
10. COMMITMENTS AND CONTINGENCIES
Leases — The Company leases several restaurants, bar facilities, and administrative headquarters through its subsidiaries
under terms expiring at various dates through 2046. Most of the leases provide for the payment of base rents plus real estate
taxes, insurance and other expenses and, in certain instances, for the payment of a percentage of the restaurant’s sales in
excess of stipulated amounts at such facility and in one instance based on profits. In connection with one of our leases, the
Company obtained and delivered irrevocable letters of credit in the aggregate amount of approximately $324,000 as security
deposits under such leases.
Bryant Park Grill — The Company's agreements with the Bryant Park Corporation (the “Landlord”) (a private non-profit
corporation that operates and maintains Bryant Park under agreements with the City of New York Department of Parks &
Recreation), for the Bryant Park Grill & Café expired on April 30, 2025 and for The Porch at Bryant Park expired on March
31, 2025. In July of 2023 (for the Bryant Park Grill & Café) and September of 2023 (for The Porch at Bryant Park), the
Company received requests for proposals (the "RFPs") from the Landlord to which we responded on October 26, 2023. The
agreements offered under the RFPs for both locations were for new 10-year agreements, with one five-year renewal option.
In the second quarter of 2025, the Landlord stated publicly that it had selected a new operator for the Bryant Park Grill &
Café and The Porch at Bryant Park. However, to the best of our knowledge, no agreements between the Landlord and the
selected operator have received the approvals of either the City of New York Department of Parks & Recreation or the New
York Public Library, of which both approvals are required before any new lease can become effective.
Management has been working with outside advisors to assist our efforts to ensure that the RFP awards process was both fair
and transparent and to enforce the Company's right of first lease under our lease agreements in connection with the Bryant
Park Café. On March 28, 2025, we filed a complaint in New York State Supreme Court (the "New York Action"), alleging
among other things, that the bid process conducted by the Landlord was defective, failed to comply with the provisions of the
agreements underlying the Landlord’s right to operate Bryant Park and violated applicable law; that a lease was being
awarded to a lower bidder with a limited, unsuccessful track record in the hospitality business; and that the award of the lease
for the Café violated our right of first lease. As part of the relief sought in the New York Action, we are requesting that the
court declare that, under the circumstances presented, the Landlord was required to accept—and should have accepted —our
submitted bids. In addition, on March 28, 2025, we also filed a motion for a preliminary injunction in court to enjoin the
Landlord from commencing legal proceedings to evict the Company from the Bryant Park Grill & Café and The Porch at
Bryant Park premises. On April 24, 2025, the Court denied the motion. We have filed a notice of appeal of the ruling. On
April 29, 2025, we also filed a motion for a preliminary injunction in the New York State Supreme Court, Appellate Division,
First Department. That motion was also denied. The Company has received from the Landlord a “notice to quit” the premises
and for the Company to terminate its tenancy. On June 16, 2025, the Company filed an amended complaint in the New York
Action, adding a cause of action for age discrimination by the Landlord in its selection of a new operator for the Bryant Park
Grill & Café and The Porch at Bryant Park. On June 26, 2025, the Landlord filed counterclaims against the Company in the
New York Action seeking, among other things, to eject the Company from the Bryant Park Grill & Café and The Porch at
Bryant Park premises. On July 16, 2025, the Company moved to dismiss eight of the fourteen counterclaims filed by the
Landlord. That motion is still pending. On July 29, 2025, the Landlord filed a motion to require the Company to make
monthly use and occupancy payments in connection with the Bryant Park Grill & Café and The Porch at Bryant Park during
the pendency of the case. Given that the Company had attempted to make rent payments, that were rejected by the Landlord,
following commencement of its lawsuit, it did not oppose the Landlord’s motion, and on August 13, 2025, the Court issued a
decision requiring the Company to make use and occupancy payments for the Bryant Park Grill & Café and The Porch at
Bryant Park during the pendency of the case. The Company has made and will continue to make all such payments.
F-18
As of the date of this filing, we continue to operate the above properties and intend to do so until we are either awarded the
lease extensions or ordered to vacate the premises. The underlying lawsuit filed by the Company to protect its rights
continues, and we will pursue all available options to protect the Company's interests.
Management, after consultation with legal counsel, is unable to predict the outcome of this matter at this time. While the
outcome of these proceedings cannot be predicted with certainty, the Bryant Park Grill & Café and The Porch at Bryant
Park, collectively, accounted for $25.5 million and $31.1 million of our total revenues for the years ended September 27,
2025 and September 28, 2024, respectively, which represented approximately 15.4% and 17.4% of our total revenue for such
periods, respectively.
The uncertainty related to this dispute has had a material adverse impact on our business, financial condition, and results of
operations and will continue to do so while the dispute is litigated and if we are unable to prevail in the above actions and/or
are unable to extend or renew these leases on favorable terms, if at all.
Legal Proceedings — In the ordinary course of business, the Company is a party to various lawsuits arising from accidents at
its restaurants and workers’ compensation claims, which are generally handled by the Company’s insurance carriers. The
employment by the Company of management personnel, waiters, waitresses and kitchen staff at a number of different
restaurants has resulted in the institution, from time to time, of litigation alleging violation by the Company of employment
discrimination laws. Management believes, based in part on the advice of counsel, that the ultimate resolution of these
matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash
flows.
11. STOCK OPTIONS
The Company has options outstanding under two stock option plans, the 2016 Stock Option Plan and the 2022 Stock Option
Plan. Options granted under both plans are exercisable at prices at least equal to the fair market value of such stock on the
dates the options were granted and expire 10 years after the date of grant.
On January 18, 2024, options to purchase 107,500 shares of common stock at an exercise price of $14.80 per share were
granted to officers and directors of the Company under the 2022 Stock Option Plan (the "2024 Grant"). Such options are
exercisable as to 25% of the shares commencing on the first anniversary of the date of grant and as to an additional 25% on
each yearly anniversary thereafter. The grant date fair value of these stock options was $4.39 per share and totaled
approximately $472,000.
On December 2, 2024, options to purchase 10,000 shares of common stock at an exercise price of $9.99 per share were
granted to an employee of the Company under the 2022 Stock Option Plan (the "2025 Grant"). Such options are exercisable
as to 25% of the shares commencing on the first anniversary of the date of grant and as to an additional 25% on each yearly
anniversary thereafter. The grant date fair value of these stock options was $2.94 per share and totaled approximately
$29,000.
The Company generally issues new shares upon the exercise of employee stock options.
The fair value of each of the Company’s stock options is estimated on the date of grant using a Black-Scholes option-pricing
model that uses assumptions that relate to the expected volatility of the Company’s common stock, the expected dividend
yield of the Company’s stock, the expected life of the options and the risk-free interest rate. The assumptions used for the
2024 Grant include a risk-free interest rate of 3.2%, volatility of 49.7%, a dividend yield of 4.2% and an expected life of 10
years and the assumptions used for the 2025 Grant include a risk-free interest rate of 4.1%, volatility of 34.1%, a dividend
yield of 3.7% and an expected life of 10 years.
The Company also maintains a Section 162(m) Cash Bonus Plan. Under the Company's Section 162(m) Cash Bonus Plan,
compensation paid in excess of $1,000,000 to any employee who is the chief executive officer or one of the three highest paid
executive officers on the last day of that tax year (other than the chief executive officer or the chief financial officer) is not
tax deductible.
F-19
The following table summarizes stock option activity under all plans:
2025
2024
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Contractual
Term
Aggregate
Intrinsic
Value
Shares
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Outstanding, beginning of
year
415,750 $
17.89
6.3 years
471,250 $
19.57
Options:
Granted
10,000 $
9.99
107,500 $
14.80
Exercised
(2,000) $
10.65
—
Canceled or expired
(36,500) $
18.63
(163,000) $
20.70
Outstanding and expected to
vest, end of year
387,250 $
17.66
5.5 years
$
—
415,750 $
17.89 $
83,000
Exercisable, end of year
306,000 $
18.52
4.8 years
$
—
276,875 $
19.92 $
41,000
Shares available for future
grant
360,000
370,000
Compensation cost charged to operations for the years ended September 27, 2025 and September 28, 2024 for stock-based
compensation programs was approximately $146,000 and $237,000, respectively, and total stock-based compensation activity
for the years ended September 27, 2025 and September 28, 2024 was $34,000 and ($919,000), respectively, which includes
reversal of stock-based compensation expense relating to forfeitures in the amounts of $112,000 and $1,156,000 for the years
ended September 27, 2025 and September 28, 2024, respectively. Compensation cost recognized is classified as a general
and administrative expense in the consolidated statements of operations.
As of September 27, 2025, there was approximately $347,000 of unrecognized compensation cost related to unvested stock
options, which is expected to be recognized over a period of 2.5 years.
The following table summarizes information about stock options outstanding as of September 27, 2025:
Options Outstanding
Options Exercisable
Range of Exercise Prices
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
contractual
life (in years)
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
contractual
life (in years)
$9.99
10,000 $
9.99
9.2
— $
—
—
$10.65
68,750 $
10.65
5.2
68,750 $
10.65
5.2
$14.80
87,500 $
14.80
8.3
21,875 $
14.80
8.3
$17.80
22,500 $
17.80
6.9
16,875 $
17.80
6.9
$21.90
156,000 $
21.90
4.4
156,000 $
21.90
4.4
$19.61 - $22.30
42,500 $
21.02
3.2
42,500 $
21.02
3.2
387,250 $
17.66
5.5
306,000 $
18.52
4.8
12. INCOME TAXES
On July 4, 2025, President Trump signed H.R. 1, the “One Big Beautiful Bill Act” (“OBBBA”) into law. The OBBBA makes
permanent many of the tax provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at
the end of 2025. The OBBBA also includes (i) the restoration of immediate expensing for domestic research and
development expenditures, (ii) the reinstatement of 100% bonus depreciation for qualified property and (iii) favorably
modifying the Internal Revenue Code Section 163(j) interest limitation from tax adjusted EBIT to EBITDA. FASB Topic
740, Income Taxes, requires the tax effects of changes in tax laws or rates be recognized in the period in which the law is
F-20
enacted. The enactment of the OBBBA did not have a material impact on the Company’s effective tax rate, or deferred tax
balances as of September 27, 2025.
On December 27, 2020, the Consolidated Appropriations Act of 2021 (“CAA”) was enacted and provided clarification on
the tax deductibility of expenses funded with PPP Loans as fully deductible for tax purposes. During the year ended
September 28, 2024, the Company recorded income of $285,000 for financial reporting purposes related to the forgiveness of
its PPP Loans which is not taxable.
The provision (benefit) for income taxes consists of the following:
Year Ended
September 27,
2025
September 28,
2024
(in thousands)
Current provision (benefit):
Federal
$
102 $
85
State and local
62
161
164
246
Deferred provision (benefit):
Federal
581
(617)
State and local
4,579
(444)
5,160
(1,061)
$
5,324 $
(815)
The effective tax rate differs from the U.S. income tax rate as follows:
Year Ended
September 27,
2025
September 28,
2024
(in thousands)
Provision at federal statutory rate (21%)
$
(806) $
(958)
State and local income taxes, net of tax benefits
(100)
231
Gain on forgiveness of PPP Loans
—
(60)
Tax credits
(801)
(943)
Loss attributable to non-controlling interest
(484)
(32)
Changes in tax rates
167
5
Change in valuation allowance
7,322
963
Other
26
(21)
$
5,324 $
(815)
F-21
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting and tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as
follows:
September 27,
2025
September 28,
2024
(in thousands)
Deferred tax assets:
State net operating loss carryforwards
$
4,598 $
4,670
Lease liabilities
18,222
20,349
Deferred compensation
239
257
Tax credits
4,033
3,376
Partnership investments
260
Other
228
392
Deferred tax assets, before valuation allowance
27,580
29,044
Valuation allowance
(11,558)
(4,236)
Deferred tax assets, net of valuation allowance
16,022
24,808
Deferred tax liabilities:
Depreciation and amortization
(16,032)
(19,636)
Prepaid expenses
(350)
(373)
Deferred tax liabilities
(16,382)
(20,009)
Net deferred tax assets (liabilities)
$
(360) $
4,799
In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred
tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income. In the assessment of the valuation allowance, appropriate consideration was given to all positive and negative
evidence including reversal of existing taxable temporary differences, forecasts of future earnings, and the duration of
statutory carryforward periods. A significant piece of objective negative evidence evaluated is the cumulative loss incurred
over the three-year period ended September 27, 2025. Such objective evidence limits the ability to consider other subjective
evidence, such as our projections for future growth. Based on the weight of available evidence, the Company determined that
its deferred tax assets were not realizable on a more-likely-than-not basis and that a full valuation allowance is required.
Accordingly, the Company increased the valuation allowance by $7,322,000 for the year ended September 27, 2025.
As of September 27, 2025, the Company had General Business Credit carryforwards of approximately $4,033,000 which
expire through fiscal 2045. In addition, as of September 27, 2025, the Company has New York State net operating loss
carryforwards of approximately $27,471,000 and New York City net operating loss carryforwards of approximately
$25,268,000 that expire in varying amounts through fiscal 2041.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as
follows:
September 27,
2025
September 28,
2024
(in thousands)
Balance at beginning of year
$
210 $
185
Additions based on tax positions taken in current and prior years
(24)
25
Decreases based on tax positions taken in prior years
—
—
Balance at end of year
$
186 $
210
The entire amount of unrecognized tax benefits if recognized would reduce our annual effective tax rate. However, if
recognized, the entire amount of unrecognized tax benefit would attract a valuation allowance, thereby offsetting the
favorable impact to the annual effective tax rate. For the years ended September 27, 2025 and September 28, 2024, there are
no amounts accrued for the payment of interest and penalties. The Company does not expect a significant change to its
unrecognized tax benefits within the next 12 months.
The Company files tax returns in the U.S. and various state and local jurisdictions with varying statutes of limitations. The
2022 through 2025 fiscal years remain subject to examination by the Internal Revenue Service and most state and local tax
authorities.
F-22
13. INCOME PER SHARE OF COMMON STOCK
Basic earnings per share is computed by dividing net income attributable to Ark Restaurants Corp. by the weighted average
number of common shares outstanding for the period. Diluted earnings per share is computed similarly to basic earnings per
share, except that it reflects the effect of common shares issuable upon exercise of stock options, using the treasury stock
method in periods in which they have a dilutive effect.
A reconciliation of shares used in calculating earnings per basic and diluted share follows:
Year Ended
September 27,
2025
September 28,
2024
(in thousands)
Basic
3,605
3,604
Effect of dilutive securities:
Stock options
—
—
Diluted
3,605
3,604
For the year ended September 27, 2025, the dilutive effect of options to purchase 377,250 shares of common stock at exercise
prices ranging from $10.65 per share to $22.30 per share were not included in diluted earnings per share as their impact
would have been anti-dilutive.
For the year ended September 28, 2024, the dilutive effect of options to purchase 328,250 shares of common stock at exercise
prices ranging from $10.65 per share to $22.30 per share were not included in diluted earnings per share as their impact
would have been anti-dilutive.
14. DIVIDENDS
On November 8, 2023, February 6, 2024, and May 7, 2024, the Board declared quarterly cash dividends of $0.1875, $0.1875,
and $0.1875, respectively, per share, which were paid on December 13, 2023, March 13, 2024, and June 12, 2024,
respectively, to the stockholders of record of the Company's common stock at the close of business on November 30, 2023,
February 29, 2024, and May 31, 2024, respectively. The Board has not declared any dividends since May 7, 2024. Future
decisions to pay dividends are at the discretion of the Board and will depend upon operating performance and other factors.
15. RELATED PARTY TRANSACTIONS
Employee receivables totaled approximately $136,000 and $255,000 at September 27, 2025 and September 28, 2024,
respectively. Such amounts consist of loans that are payable on demand, bear interest at the minimum statutory rate (4.00% at
September 27, 2025 and 4.57% at September 28, 2024), and are net of reserves for collectability.
During the years ended September 27, 2025 and September 28, 2024, the Company made payments totaling $57,000 and
$43,000, respectively, to the mother of Samuel Weinstein, the Co-Chief Operating Officer, for design services.
16. SEGMENT INFORMATION
Operating segments are defined as components of a company that engage in business activities from which it may earn
revenue and incur expenses, and for which separate financial information is available and is regularly reviewed by the chief
operating decision maker ("CODM") to assess the performance of the individual segments and make decisions about
company resources such as personnel and working capital to be allocated to the segments.
The Company determined that it has one operating segment and one reportable segment which is reflected in the Company’s
current organizational and management structure. The accounting policies of the segment are the same as those described in
Note 1 - Business and Summary of Significant Accounting Policies.
The Company’s CODM is the Chief Executive Officer who manages the Company’s operations on a reportable segment
basis. The Company’s CODM reviews its operations and financial performance at a consolidated level by comparing actual
results to expected and prior period results. This approach allows the CODM to assess whether the Company’s operating
segment is meeting its financial goals, identify trends and make more informed decisions about resource allocation and
performance targets.
F-23
When evaluating the Company’s financial performance, the CODM regularly reviews total revenues, expenses and
consolidated net income (loss) as reported on the Consolidated Statements of Operations as well as non-GAAP measures
such as Adjusted EBITDA to allocate Company resources and assess the performance of the Company. Segment asset
information is not used by the CODM to assess performance and allocate resources.
The table below is a summary of the segment net income (loss), including significant segment expenses for the years ended
September 27, 2025 and September 28, 2024:
Year Ended
September 27,
2025
September 28,
2024
(in thousands)
REVENUES:
Food and beverage sales
$
163,312 $
179,110
Other revenue
2,439
4,435
Total revenues
165,751
183,545
COSTS AND EXPENSES:
Food and beverage cost of sales
46,427
49,519
Payroll expenses
60,346
65,844
Occupancy expenses
22,527
24,622
Other operating costs and expenses (1)
22,644
24,125
General and administrative expenses (2)
12,001
12,263
Depreciation and amortization
3,138
4,090
(Gain) loss on closure of El Rio Grande
(173)
876
Gain on termination of Tampa Food Court lease
(5,235)
—
Impairment losses on right-of-use and long-lived assets
4,700
2,500
Goodwill impairment
3,440
4,000
Interest expense, net
369
577
Other (income) expense, net (3)
(594)
(311)
Provision (benefit) for income taxes
5,324
(815)
Segment net loss
(9,163)
(3,745)
Reconciliation of profit or loss:
Adjustments and reconciling items
—
—
Consolidated net loss
$
(9,163) $
(3,745)
____________________________________________________________________________________________
(1) Other operating costs and expenses are comprised of utilities, repairs and maintenance, advertising, credit card processing fees,
restaurant supplies and other restaurant operating costs.
(2) General and administrative expenses relate solely to the corporate office in New York City and are comprised of salaries and benefits,
professional and consulting fees and rent and related expenses. .
(3) Other (income) expense, net includes gains and losses on disposal of assets, dividends received and a gain on PPP loan forgiveness.
******
F-24
Exhibits Index
3.1
Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of New York on
January 4, 1983.
3.2
Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with the Secretary of State of
the State of New York on October 11, 1985.
3.3
Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with the Secretary of State of
the State of New York on July 21, 1988.
3.4
Certificate of Amendment of the Certificate of Incorporation of the Registrant filed with the Secretary of State of
the State of New York on May 13, 1997.
3.5
Certificate of Amendment of the Certificate of Incorporation of the Registrant filed on April 24, 2002
incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly
period ended March 30, 2002 (the “Second Quarter 2002 Form 10-Q”).
3.6
By-Laws of the Registrant, incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on
Form S-18 filed with the Securities and Exchange Commission on October 17, 1985.
4.1
Description of Securities, incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-
K for the fiscal year ended October 1, 2022.
10.1
Amended and Restated Redemption Agreement dated June 29, 1993 between the Registrant and Michael
Weinstein, incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended October 2, 1993 (“1993 10-K”).
10.2
Form of Indemnification Agreement entered into between the Registrant and each of Michael Weinstein, Ernest
Bogen, Vincent Pascal, Robert Towers, Jay Galin, Robert Stewart, Bruce R. Lewin, Paul Gordon and Donald D.
Shack, incorporated by reference to Exhibit 10.2 to the 1994 10-K.
10.3
Form of Director and Officer Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2022.
#10.4
Ark Restaurants Corp. 2004 Stock Option Plan, as amended, incorporated by reference to the Registrant’s
Definitive Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed on January 26,
2004.
#10.5
Ark Restaurants Corp. 2010 Stock Option Plan, incorporated by reference to the Registrant’s Definitive Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed on February 1, 2010.
#10.6
Ark Restaurants Corp. 2022 Stock Option Plan, incorporated by reference to Appendix A to the Company's
Definitive Proxy Statement filed with the Securities and Exchange Commission on January 28, 2022.
10.7
Securities Purchase Agreement, by and between the Registrant and Estate of Irving Hershkowitz, incorporated by
reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K filed on December 15, 2011.
10.8
Promissory Note, in the principal amount of $2,125,000, issued by the Company to Estate of Irving Hershkowitz,
incorporated by reference to Exhibit 10.02 to the Registrant’s Current Report on Form 8-K filed on December 15,
2011.
10.9
Promissory Note made by the Registrant to Bank Hapoalim B.M., issued as of February 25, 2013, incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 1, 2013.
10.10
Asset Purchase Agreement dated as of November 22, 2013 by and between W and O, Inc. and Ark Rustic Inn
LLC, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on
November 26, 2013.
10.11
Amended and Restated Promissory Note made by the Company to Bank Hapoalim B.M., issued as of February
24, 2014, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on
February 28, 2014.
10.12
Term or Installment Loan Rider to Promissory Note to Bank Hapoalim B.M, incorporated by reference to Exhibit
10.3 to the Registrant’s Current Report on Form 8-K filed on February 28, 2014.
10.13
Commercial Contract Agreement and Rider to Commercial Contract Agreement both dated as of August 10, 2015
by and between Ark Shuckers Real Estate LLC and D.C. Holding Company, Inc., incorporated by reference to
Exhibit 10.1 and 10.2 to the Registrant’s Current Report on Form 8-K filed on October 28, 2015.
10.14
Restaurant Asset Purchase Agreement dated as of August 10, 2015 by and between Ark Shuckers LLC and Ocean
Enterprises, Inc. incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed
on October 28, 2015.
10.15
Management Purchase Agreement dated as of August 10, 2015 by and between Ark Island Beach Resort LLC
and Island Beach Resort, Inc. incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on
Form 8-K filed on October 28, 2015.
10.16
Credit Agreement (Term Facility) between the Company and Bank Hapoalim B.M. issued as of October 21, 2015
incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on October 28,
2015.
10.17
Term Promissory Note issued by the Company in favor of Bank Hapoalim B.M. on October 21, 2015
incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on October 28,
2015.
10.18
Credit Agreement (Revolving Facility) and Form of Revolving Promissory Note between the Company and Bank
Hapoalim B.M. issued as of October 21, 2015 incorporated by reference to Exhibit 10.7 and 10.8 to the
Registrant’s Current Report on Form 8-K filed on October 28, 2015.
10.19
Asset Purchase Agreement dated as of October 21, 2016, by and between Ark Gulf Shores Real Estate, LLC, Ark
Oyster House Gulf Shores I, LLC, Original Oyster House, Inc. and Premium Properties, Inc. including the Real
Estate Purchase and Sale Agreement incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report
on Form 8-K filed on November 16, 2016.
10.20
Asset Purchase Agreement dated as of October 21, 2016, by and between Ark Oyster House Causeway II, LLC,
Ark Causeway Real Estate, LLC, Original Oyster House II, Inc. and Gumbo Properties, L.L.C. including the Real
Estate Purchase and Sale Agreement incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report
on Form 8-K filed on November 16, 2016.
10.21
ROFR Purchase and Sale Agreement dated as of October 13, 2016 by and between SCFRC-HWG, LLC and Ark
Jupiter RI, LLC incorporated by reference to Exhibit 2.3 to the Registrant’s Current Report on Form 8-K filed on
November 16, 2016.
10.22
Purchase and Sale Agreement between Ark Jupiter RI, LLC and 1065 A1A, LLC, incorporated by reference to
Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed on November 16, 2016.
10.23
Second Amendment to Credit Agreement (Revolving Facility) dated as of November 30, 2016, by and between
Ark Restaurant Corp. and Bank Hapoalim B.M incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K/A filed on January 27, 2017.
10.24
Mortgage and Security Agreement (Alabama) dated as of November 30, 2016, by and between Ark Gulf Shores
Real Estate LLC and Ark Causeway Real Estate LLC and Bank Hapoalim B.M incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K/A filed on January 27, 2017.
10.25
Amended and Restated Credit Agreement (Revolving Facility) dated as of June 1, 2018, by and between Ark
Restaurants Corp. and Bank Hapoalim B.M.
10.26
Amended and Restated Promissory Note, dated as of June 1, 2018, by and between Ark Restaurants Corp. and
Bank Hapoalim B.M. that restates and renews the Term Promissory Note, dated October 21, 2015 secured by the
assets of Ark Shuckers Real Estate LLC.
10.27
Amended and Restated Promissory Note, dated as of June 1, 2018, by and between Ark Restaurants Corp. and
Bank Hapoalim B.M. that restates and renews the Term Promissory Note, dated February 24, 2014 secured by the
assets of Ark Rustic Inn Real Estate LLC.
10.28
Amended and Restated Promissory Note, dated as of June 1, 2018, by and between Ark Restaurants Corp. and
Bank Hapoalim B.M. that restates and renews the Term Promissory Note, dated November 30, 2016 secured by
the assets of Ark Gulf Shores Real Estate LLC.
10.29
Amended and Restated Promissory Note, dated as of June 1, 2018, by and between Ark Restaurants Corp. and
Bank Hapoalim B.M. that restates and renews the Term Promissory Note, dated November 30, 2016 secured by
the assets of Ark Causeway Real Estate LLC.
10.30
Amended and Restated Credit Agreement (Revolving Facility), dated as of May 15, 2019, by and between Ark
Restaurants Corp. and Bank Hapoalim B.M.
10.31
Asset Purchase Agreement, dated as of February 21, 2019, by and between Ark Restaurants Corp., Beach House,
LLC and Boyle Beach House, LLC.
10.32
Promissory Note in the amount of $7,000,000, dated as of May 15, 2019, by and between Ark Restaurants Corp.
and Bank Hapoalim B.M.
10.33
Promissory Note in the amount of $3,200,000, dated as of May 15, 2019, by and between Ark Restaurants Corp.
and Bank Hapoalim B.M.
10.34
Second Amended and Restated Credit Agreement, dated as of March 30, 2023, by and between Ark Restaurants
Corp. and Bank Hapoalim B.M., as lender, incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the SEC on April 5, 2023.
10.35
Second Amended and Restated Security Agreement, dated as of March 30, 2023, by and between Ark Restaurants
Corp., and Bank Hapoalim B.M., incorporated by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed with the SEC on April 5, 2023.
10.36
Omnibus Amendment to Second Amended and Restated Credit Agreement, dated as of May 29, 2025, by and
between Ark Restaurants Corp. and Bank Hapoalim B.M., as lender, incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 10-Q filed with the SEC on August 12, 2025.
14
Code of Ethics, incorporated by reference to Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended September 27, 2003.
*21
Subsidiaries of the Registrant.
*23
Consent of CohnReznick LLP.
*31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.10
Incentive-Based Compensation Clawback Policy, incorporated by reference to Exhibit 97.1 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2023
*101.INS
XBRL Instance Document
*101.SCH
XBRL Taxonomy Extension Schema Document
*101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB
XBRL Taxonomy Extension Label Linkbase Document
*101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information
contained in Exhibits 101)
*
Filed herewith.
**
Furnished herewith.
#
Indicates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARK RESTAURANTS CORP.
By:
/s/ Michael Weinstein
Michael Weinstein
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Date: December 18, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been duly signed by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Michael Weinstein
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
December 18, 2025
(Michael Weinstein)
/s/ Anthony J. Sirica
President, Chief Financial Officer and
Director
(Principal Financial and Accounting
Officer)
December 18, 2025
(Anthony J. Sirica)
/s/ Marcia Allen
Director
December 18, 2025
(Marcia Allen)
Director
December 18, 2025
(Steven Shulman)
/s/ Bruce R. Lewin
Director
December 18, 2025
(Bruce R. Lewin)
/s/ Jessica Kates
Director
December 18, 2025
(Jessica Kates)
/s/ Stephen Novick
Director
December 18, 2025
(Stephen Novick)
CORPORATE INFORMATION
BOARD OF DIRECTORS AND OFFICERS
Michael Weinstein
Chairman and Chief Executive Officer
Anthony J. Sirica
President, Chief Financial Officer and Treasurer
Samuel Weinstein
Co-Chief Operating Officer
Jennifer Jordan
Co-Chief Operating Officer
Marcia Allen
Chief Executive Officer, Allen & Associates
Jessica Kates
Co-Founder and Finance Partner of Nōdl Advisors LLC
Bruce R. Lewin
Former President of Continental Hosts, Ltd.
Stephen Novick
Senior Advisor, Chasbro
EXECUTIVE OFFICE
AUDITORS
85 Fifth Avenue
CohnReznick LLP
New York, NY 10003
1301 Avenue of the Americas
(212) 206-8800
New York, NY 10019
TRANSFER AGENT
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
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