ARK RESTAURANTS CORP

Ark Restaurants Corp. operates exclusively in the United States hospitality industry, owning and operating 16 restaurants and bars, 12 fast food concepts and catering operations as of September 27, 2025. The Company's restaurants are typically larger, destination properties intended to benefit from high patron traffic attributable to the uniqueness of the location and catered events. 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.

The Company competes directly or indirectly with many well-established competitors, both nationally and locally owned, some with substantially greater financial resources. The 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. 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 generates revenue primarily through food and beverage sales, which totaled $163,312,000 ¹ for the year ended September 27, 2025, and other revenue including merchandise sales, rental income, property management fees and other rentals as well as purchase service fees. Catering service revenue is generated through contracts with customers whereby the customer agrees to pay a contract rate for the service, and revenues from catered events are recognized upon satisfaction of the performance obligation. The Company recognized $12,448,000 ² in catering services revenue for the year ended September 27, 2025.

As of September 27, 2025, the Company owned and operated 16 restaurants and bars and 12 fast food concepts and catering operations. Three of the 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. 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. The Company also owns a 64.4% ³ interest in the partnership that owns the Hollywood Food Court at the Hard Rock Hotel and Casino in Hollywood, Florida.

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. The Company filed a complaint in New York State Supreme Court on March 28, 2025, alleging the bid process was defective and that the award of the lease for the Café violated the Company's right of first lease. On November 26, 2024, a subsidiary in which the Company owns a 65% ⁴ 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 received a termination payment of $5,500,000 ⁵, resulting in a gain of $5,235,000 ⁶. 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, receiving net proceeds of $1,203,000 ⁷ and recording a gain of $594,000 ⁸. On May 29, 2025, the Company entered into an Omnibus Amendment to the Credit Agreement which extended the maturity date to June 1, 2028, reduced the maximum permitted obligations from $30,000,000 ⁹ to $20,000,000 ¹⁰, and increased the minimum tangible net worth covenant from $22,000,000 ¹¹ to $28,000,000 ¹². The Company opened a new concept called Lucky Pig in the Village Eateries on November 11, 2024 at a cost of approximately $850,000 ¹³.

Total revenues for the year ended September 27, 2025 were $165,751,000 ¹⁴, a decrease of 9.7% compared to $183,545,000 ¹⁵ for the year ended September 28, 2024. The operating loss for fiscal 2025 was $4,064,000 ¹⁶, compared to an operating loss of $4,294,000 ¹⁷ for fiscal 2024. Consolidated net loss attributable to Ark Restaurants Corp. was $11,466,000 ¹⁸, or $3.18 ¹⁹ per diluted share, compared to a net loss of $3,896,000 ²⁰, or $1.08 ²¹ per diluted share in the prior year. Net cash provided by operating activities decreased to $1,752,000 ²² from $4,654,000 ²³ in the prior year.

The Company is 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. The Company has agreed to spend a minimum of $4,000,000 ²⁴ to materially refresh the America premises by March 31, 2026, as extended, and a minimum of $3,500,000 ²⁵ to materially refresh the Village Eateries, Broadway Burger Bar and Grill, and Gonzalez y Gonzalez premises by December 31, 2025, as extended. To date approximately $1,600,000 ²⁶ has been spent on the America refresh and approximately $850,000 ²⁷ on the Lucky Pig concept plus an additional $950,000 ²⁸ on refreshing the other premises.

The Company's investment in New Meadowlands Racetrack LLC (NMR) represents a potential growth vector if casino gaming is approved in northern New Jersey. In May 2025, a Senate Concurrent Resolution was introduced proposing a ballot referendum to authorize casinos at both the Monmouth Park and Meadowlands Racetracks, requiring 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. The Company has made a total investment of $5,256,000 ²⁹ in NMR as of the date of this report. If casino gaming is approved at the Meadowlands and NMR is granted the right to conduct said gaming, 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.

Food and beverage costs as a percentage of total revenues for the year ended September 27, 2025 increased to 28.0% ³⁰ compared to 27.0% ³¹ in the prior year as a result of increases in commodity prices combined with a weaker event business. Payroll expenses as a percentage of total revenues increased marginally to 36.4% ³² from 35.9% ³³ as a result of increasing minimum wages partially offset by better shift management. Occupancy expenses as a percentage of total revenues increased marginally to 13.6% ³⁴ from 13.4% ³⁵ primarily due to increases in base rents and property and liability insurance premiums partially offset by lower percentage rents.

The Company has agreed to spend a minimum of $4,000,000 ³⁶ to materially refresh the America premises by March 31, 2026, and a minimum of $3,500,000 ³⁷ to materially refresh the Village Eateries, Broadway Burger Bar and Grill, and Gonzalez y Gonzalez premises by December 31, 2025. As of November 30, 2025, the Company employed 1,566 ³⁸ persons, including 1,047 ³⁹ full-time employees and 519 ⁴⁰ part-time employees. The Company's employees are not covered by any collective bargaining agreements.

During the year ended September 27, 2025, the Company made payments totaling $57,000 ⁴¹ to the mother of Samuel Weinstein, the Co-Chief Operating Officer, for design services. The Company made purchases of fixed assets of $3,247,000 ⁴² during the year ended September 27, 2025. The Company paid principal payments on notes payable of $1,625,000 ⁴³ and payments of debt financing costs of $105,000 ⁴⁴ during the year. The Board has not declared any dividends since May 7, 2024.

The Company's business is highly seasonal, with the second quarter of the fiscal year (January, February and March) being the poorest performing quarter, partially offset by Florida locations experiencing increased results in the winter months. The Company achieves its best results during warmer weather attributable to 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. The Company's 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.

The Company faces significant headwinds from the expiration of the Bryant Park Grill & Café and The Porch at Bryant Park leases, which collectively accounted for $25.5 million ⁴⁵ and $31.1 million ⁴⁶ of total revenues for the years ended September 27, 2025 and September 28, 2024, respectively, representing approximately 15.4% ⁴⁷ and 17.4% ⁴⁸ of total revenue for such periods. The uncertainty related to this dispute has had a material adverse impact on the Company's business, financial condition, and results of operations. Additionally, the Company's investment in NMR may be subject to substantial impairment if the casino referendum does not pass or if NMR raises outside capital, diluting the Company's interests.

The most material risk is the expiration of the Bryant Park Grill & Café and The Porch at Bryant Park leases, which collectively accounted for $25.5 million ⁴⁹ and $31.1 million ⁵⁰ of total revenues in fiscal 2025 and 2024, representing approximately 15.4% ⁵¹ and 17.4% ⁵² of total revenue, respectively. The Company is engaged in litigation with the landlord and may be forced to vacate the premises, which would result in a material loss of revenue. A second critical risk is the Company's $5,256,000 ⁵³ investment in New Meadowlands Racetrack LLC, which is dependent on a ballot referendum to authorize casinos at the Meadowlands Racetrack requiring a three-fifths vote in both legislative chambers to reach the ballot in November 2026. If the referendum does not pass or if NMR raises outside capital diluting the Company's interests, the investment may be subject to substantial impairment. A third risk is the potential for further impairment charges on long-lived assets, as the Company recognized $4,700,000 ⁵⁴ in impairment losses on right-of-use and long-lived assets related to Sequoia in fiscal 2025 and $2,500,000 ⁵⁵ in fiscal 2024, and management notes that if expected performance is not realized, further impairment charges may be recognized in future periods and could be material. Additionally, the Company recorded a full valuation allowance against its deferred tax assets of $11,558,000 ⁵⁶ as of September 27, 2025, reflecting the risk that these assets may not be realized due to cumulative losses.

Management's message emphasizes the significant challenges posed by the expiration of the Bryant Park Grill & Café and The Porch at Bryant Park leases, which collectively accounted for $25.5 million ⁵⁷ and $31.1 million ⁵⁸ of total revenues for fiscal 2025 and 2024, respectively, representing approximately 15.4% ⁵⁹ and 17.4% ⁶⁰ of total revenue. Management states it is working with outside advisors to ensure the RFP awards process was fair and transparent and to enforce the Company's right of first lease, and that it will pursue all available options to protect the Company's interests. The Company continues to operate these properties and intends to do so until either awarded lease extensions or ordered to vacate. Management also highlights the potential opportunity from the New Meadowlands Racetrack casino development, noting that in May 2025 a Senate Concurrent Resolution was introduced proposing a ballot referendum to authorize casinos at the Meadowlands Racetrack, with a temporary facility potentially opening in 2027 and a permanent one by 2028 if the referendum passes. The Company's strategic priorities include completing the refresh obligations at the New York-New York Hotel and Casino properties, with a minimum of $4,000,000 ⁶¹ to be spent on America and $3,500,000 ⁶² on the Village Eateries and related locations, and managing the ongoing litigation related to the Bryant Park properties.