Ark Restaurants Corp.

Greetings and welcome to Arc Restaurant's fourth quarter and fiscal year-ended results. At this time, all participants are in a listen-only mode. The question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Christopher Love, Secretary. Thank you. You may begin.

Thank you, operator. Good morning and thank you for joining us on our conference call for the fourth quarter and fiscal year ended September 30th, 2023. My name is Christopher Love and I am the Secretary of Arc Restaurants. With me on the call today is Michael Weinstein, our Chairman and CEO, and Anthony Sirica, our President and Chief Financial Officer. For those of you who have not yet obtained a copy of our press release, it was issued over the news wires yesterday and is available on our website. To review the full text of that press release, along with the associated financial tables, please go to our homepage at www.arcrestaurants.com. Before we begin, however, I'd like to read the safe harbor statement. I will need to remind everyone that part of our discussion this morning will include forward-looking statements and that these statements are not guarantees of future performance, and therefore, undue reliance should not be placed on them. We refer everyone to our filings with the Securities and Exchange Commission for a more detailed discussion of the risks that may have a direct bearing on our operating results, performance, and financial condition. I'll now turn the call over to Michael.

Before I start, I want to bring in Anthony, our CFO and President, to talk about our balance sheet and the right off of the goodwill to try to give you better explanation.

Good morning, everyone. Our balance sheet at year end continues to be strong. Our cash position was about $13.5 million. Currently, it's probably tracking a little higher than that. Our debt is $7.2 million compared to $20-some-odd million last year, $24 million last year. As you might be aware, we paid off about $16 million of our notes late March, early April with our new credit agreement. The only other significant change, as you read in the release, was the goodwill impairment of $10 million. As we got into the quarter close, you know, we realized that there was a triggering event related to our goodwill assessment due to the decline in the stock price and the upcoming expiration of the Bryant Park leases and the related RFPs that were issued for the spaces. So as a result, we performed a quantitative assessment based on the income approach utilizing a discounted cash flow analysis. The analysis took into account estimating future after-tax cash flows, discounting them back to present value, and the possibility that the leases may not be renewed. So given all that, we also consulted with third-party experts. The impairment came up to about $10 million, and that's really on the highlights of the balance sheet. The P&L, Michael's going to talk about.

Yeah. So the EBITDA for the year, and I'm going to get to the larger elephants in the room in a few seconds. But the P&L for the year, or the EBITDA for the year was about 9.6 million. I would say, you know, pretty much on the conservative side, the redo of Gallagher's, in addition to the capital and improvement cost of some $2 million, probably cost us some $1.6, $1.7 million in cash flow. The reason for that is that our deal going in when we redid the leases at New York, New York, is we agreed that even during the refurbishing periods, we would continue to pay rent. And in addition to paying rent, we were paying full payrolls, insurance premiums, everything related to the cost of operating a restaurant with the exception of the purchase of food and beverages. So food and beverage costs at Gallagher's were in about 30%, 32% between the closing and the slow, you know, the slow uptake on revenue when we reopened um there was about 2.2 2.3 million dollars in missing sales uh gallagher's is actually now presently at least this month performing better than it ever performed so uh we think the refurbishing is working in our favor uh in terms of revenue but during that period of time i i would put a number of you know one five one six one seven something in that area of lost uh of lost uh cash flow so the 9.6 million eb die if we had not closed gallagher's conceivably could have been 11 million plus um we suffered dramatically uh the last four months and continue to suffer with sales at our full-service restaurants in in southern florida That means JB's, Blue Moon, Shuckers, and up until recently, Rustic, which is now revenues are on pace with the prior year. But in the other three, we're down 10, 15% on a weekly basis. And it continues. Our Hollywood property, which is a fast food facility within the Hard Rock Casino, has been doing well and comping well. It just got a bump up because we now have table games, which were approved by the state for that casino. And we're seeing pretty early on, we don't know how whether it's just a honeymoon period. But we're seeing a bump in sales in Hollywood and a slight bump in Tampa, where gaming has been expanded to table games. Our properties in Alabama continue to perform well. Our Las Vegas sales are very strong. Efficiency in Vegas is up dramatically. We were forced, when we replaced management after Paul Gordon retired, we found that we were not strong enough in certain positions. We also had some poaching going on by other casinos. Fountain Blue this year came after some of our people. In this particular Vegas market, payrolls are way up because competition for too few good workers is very keen. So we're having payroll problems there. New York, our business was very good, continues to be driven in large part by events where there doesn't seem to be price sensitivity. Washington DC we're doing good but not great that facility continues time to perform our expectations we keep working on it so all in all you know my job is to try to assess how we're performing at the restaurant levels and I think our product is good. Our services are good. I think the people we have running these restaurants are doing an excellent job. I don't see any shortfall in that at all. If you look at the last couple of weeks, which did not make a year, obviously, we're seeing record sales in New York at Robert and Brian Park, and we're seeing record sales in Las Vegas. lot of properties are really performing very very well on the revenue side the crimp in all of this is you know my reluctance to raise prices as much as everybody else's you know and my feeling that customers you know will will have a negative reaction you know ridiculous prices from my point of view. So we've raised prices modestly and we're facing increased payroll costs continued increased payroll costs everywhere increased premiums on insurance utilities. It's just been you know a tough a tough period of time to to keep margins anywhere near where they used to be. But in all, I think we're performing very well. I'm sure you're all going to have questions about Prime Park, you know, as it was disclosed in, you know, in our 10K. Somewhere in late spring, we were informed that the Parks Department was going to issue RFPs as per their policy for the Bryant Park operations as our lease was coming due in May of 2025. The RFPs came out. They were a bit vague. We got some better color on what they were looking for in terms of RFP response. We responded on November 1st, October 26th is when we responded. It was due on November 1st. All we know so far is that we're a finalist in the process. I really don't have very much to say about it. I've been not excited, not unexcited. I think we made a great presentation. We've done a great job for the park. That restaurant is one of the highest-grossing restaurants in the United States, considering that it's not allowed to do late-night service. We close for reservations on most nights at 9 o'clock because the park closes at 10. There is a requirement that noise levels, because there's residential around it, be kept to a minimum. So there's no such thing as parking or bottle service. And in the RFP, it mentioned that the restaurant was one of the largest grocery restaurants in the United States. So I have no indication of where we stand other than we're a finalist in the process. It went out to everybody. And it's been whittled down to a few. Meadowlands. uh we continue to you know be hopeful that there'll be a casino license issued at some point but the uh but the the plan is for for new jersey is that we don't think they're going to make a move until new york issues this downstate liquor licenses we can't figure out what the legislature is doing um but we're in we're in the best position to get a um license if the state moves to have a casino in the north. I hope that gives you a little idea of how this business is performing and I'm open for questions.

Thank you. Ladies and gentlemen at this time we will be conducting a question and answer session. If you'd like to ask your question you may press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. Our first question comes from the line of Jeffrey Kaminski with JJK Consultants. Please proceed with your question.

Good morning, Anthony. Good morning, Michael. Good morning. Just reviewing the Goodwill and Cameron test as per the press release. and Anthony mentioned it again a few minutes ago, that there was a triggering event, singular, a triggering event. And it follows, it says, due to the volatility of the company's stock price. I've been doing this a while. From top to bottom, in terms of the stock price, the low trading volume stock, maybe high 17s, low 18s to high 14s, low 15s. That's from top to bottom, maybe 20% movement in stock. I don't know who considers that volatile to be a triggering event. So I'd like some call on that. And secondly, to include as part of the triggering event, and again, I make it sound event as if it's a singular event, but you also include that the upcoming exploration of the Bryan Park properties and released and related proposals So what was the trigger? Is the trigger the volatility of the price or was the trigger the Brian Park situation? And the Brian Park situation has not yet been resolved. So should it resolve favorably, are you then going to reverse the $10 million goodwill impairment? Could you clarify that? It makes no sense.

Yeah, sure. Well, okay. So the way the assessment works is the first test is you compare the value of your shares you know the entity value to the book value of the company so what you do is you take your shares outstanding at the end of the quarter it's a point in time test multiplied by the publicly trading price for all prior quarters up until the fourth quarter our stock was trading above 17 50 18 dollars And we were covered. Our fair value of the shares was higher than the book value of the equity. At the end of the quarter, the stock was around 15, 15 and a quarter, which it was still at up until yesterday, around that price. And when you did the test, there was a significant shortfall. It was below the book value by about, I forget what the number was, six, seven million dollars. So now you have to go to the second step of the goodwill impairment. The second step is you have to look at discounted cash flows and you have to model it out. And when you start looking at that, you had to take into consideration multiple scenarios. You couldn't just project out that you were going to keep Brian Park for the next 10 years. You had to factor in a scenario, a weighted scenario, that you could lose it and therefore lose the cash flows associated with that. And that's what we did. And that's how we came up with the impairment.

Had the stock price held, then you wouldn't have had to consider the Brian Park lease expiration. It was the triggering event was the stock price vis-a-vis the book value.

Yes.

So the answer to that, Jeffrey, is twofold. Number one, if the stock price had held, we wouldn't have gone through this process, and then the outside consultants and our own, you know, J.H. Cohn, who are our auditors, wouldn't have had to go further and say what if and what if, all right? I don't want anybody to think that us, considering Brian Park's lease in this scenario of refiguring, you know, taking the right off of Goodwill, has anything to do with characterizing our chances of renewing the lease? This is strictly a mathematical computation. It doesn't take into account at all any feelings about where we stand in the process of renewing that lease. It just says basically the lease comes due in May of 2025, and what happens if we don't get it, and this would be the result. And it's all triggered by the stock price, you know, falling below a certain point where this whole process began. Yeah. All right. It has nothing to do with our feelings about whether or not we're going to renew that. Right.

Okay. So should, so should you, should you get the lease back and the stock should probably bounce? Are you then going to have to reconsider the goodwill situation again? Because now you're going to have a lease through another 20 or 30 years?

No. The accounting standards, once you, once you write off the goodwill, it's gone. you don't put it back on the books. The stock could go to 50. You don't put it back on the books. That's the, that's the accounting standards. I mean, it's not, you know, Okay.

Last point in hindsight, it's 2020. Now there have been people on this call that have mentioned, you know, perhaps having some sort of buyback in places to stabilizing, uh, a mechanism in a very, very illiquid stock, which has been, And, you know, we're paying interest on a $7 million loan for the moment we don't need. And, again, hindsight's 20-20. But it might have been prudent to have a small buyback in place, and this exercise wouldn't have been necessary because it wouldn't have taken much to keep the stock at $17, $18, $19.

So that's a good point. The – The best way for me to answer this is there's a certain moving parts in the way this occurred, or even with the stock at 15, 16.

We continue to have an eye on making some acquisitions. So, we like the fact that we have this $14, $15 million, you know, balance to make acquisitions. And we're constantly looking at it. And, you know, I'd rather have, I'd rather be buying what I consider reliable cash flow then buy back my stock and have to borrow money to make acquisitions. So that's part of this. The second part, honestly, is the stock is very, very thin. It's very hard to buy it.

I assume

that at some point the stock price will rationalize itself if we perform well. I'm not interested in being a support for the stock unless I had a hoard of money that I didn't see having anything, you know, any targets out there to use the money for. So if we were in that position, yes, would I buy back the stock? Yeah, but how much am I going to be able to buy back? It's not going to be meaningful. What's more meaningful is having the money available to make, quote, a meaningful acquisition that gives us, you know, long-term cash flow. So that's been my position.

Would we do, you know,

a transaction to try to take the company private well you know that presents problems also um because certainly certain shareholders would get screwed by that um others would do well but the the big problem would be how do you evaluate the value of our deal at the metal ants And, you know, if that were to become a casino, everybody that was bought out would feel that we knew something and took advantage of some information that wasn't available to them, which is not the case. But it'd be still viewed that way. So I'm comfortable at the moment in terms of the company's, you know, cash balances. to leave those in place and try to find something that enhances the company's cash flow long term.

Okay. Well, thank you, Anthony. Thank you, Michael. I'm a fan.

You know that. Good luck.

Thanks, Jeff.

Our next question comes from the line of Peter Jackson, a private investor. Please proceed with your question.

Yes, good morning. A couple questions. First of all, do you have any sense of timing on when the Bryant Park decision would be made?

We are told sometime in spring of this year, this coming year. Okay.

And how does it work in terms of the way they view if another restaurant group that's larger and well-financed, better financed, arguably, comes along? Does Does Ty go to the run or does the fact that you've been in there and performed well, do we have sort of the lead position there or is it completely starting from scratch and they'll look at anybody equally?

I have no idea what they're trying to do in terms of their goals. I think this is a requirement of the Parks Department at the end of the lease and and we submitted our proposal. You know, we know other people who submitted their proposals. As I said, we're finalists. We do not know what their goals are or, you know, other than to put out an RFP.

Okay. In terms of acquisition, obviously... And by the way, we... Go ahead.

excuse me we've disciplined ourselves here not to drive ourselves crazy by speculating okay you mentioned you want to you're always taking a hard look at acquisitions and certainly the prices you've paid in the past have been fantastic but given I guess I want to just understand about the price increases. So, totally understand that you don't want to raise prices or you want to keep them down as low as possible. On the other hand, you have increased payroll costs, insurance, utilities, which presumably all your competitors face as well in varying degrees. At what point I mean, the problem is that that's not doing a lot for margins when you're not raising prices and you have these increased costs. So what gives there and why are we in a different position from any other restauranteur?

So good question. And thank you. So I will mention something that's in our response to the RFP and Brian Park. Post-pandemic, Post-pandemic, we raised our prices 7%. So you're talking a couple of years here. That's the average price increase. Our revenues this year, excuse me, our revenues post-pandemic are up 12%, which means we're adding headcounts. I would tell you the same thing is true in Vegas. It's not necessarily us adding the headcounts. Vegas, you know, is exploding. But we're adding headcounts in Vegas. We're very, very sensitive to headcounts as opposed to revenues. And, you know, we have long-term leases where, you know, Rustic is a great example. You know, we were forced to raise prices in Rustic by more than 7% because the price of crabs went from $23 a pound to $54 a pound. You know, at one point, you know, we were charging and we put two pounds on a plate. So we're at $135 right now for something at one point which was costing us $180 to put on the plate. But, you know, I have a blue collar, a large segment of my customer base at Rustic is blue collar, you know, and they use that restaurant for celebrations and anniversaries, birthday parties, blah, blah, blah. You know, some people don't care. They're very wealthy and they want a great meal of crabs and they come to Rustic. But in all of our restaurants, we have, you know, a pretty, broad spectrum of people on where they stand on the economic ladder. I don't want to get a reputation that we're too expensive. So and that's the way we ran this company from day one. We've always had sort of an umbrella of safety as opposed to the quality of our product and services and our architecture and decor as compared to other restaurants you know in cities in which we were competing. So it may be stubbornness, but I think in the long run, you know, in the past it served us very, very well. Right now what we're seeing is stability in food prices, stability in alcohol prices. In some cases, certain prices are coming down, crab legs are coming down. All of a sudden, we don't have a 70% cost in King Crab Lakes. We have probably a 50% cost of what's on the plate. This will swing back in our favor. I mean, payrolls aren't going to come down, but they're going to stabilize. Insurance premiums are the worst they've ever been. They're going to come down. So it requires a little bit of patience to get your margins back. But in the meantime, you're not changing the reputation of the company as being good quality at fair prices. And that's what we're trying to do. The reciprocal of that is we don't discount. You're never going to see us with coupon books out there or deals. Because, you know, our statement to the world is, listen, you're getting good quality, good service, and a nice atmosphere, and the prices are fair. We don't need to discount to get more people into the place. And that's the reciprocal of it. So I think we're being consistent, and that's the way we want to run a business.

Okay, that makes sense. Going back to Bryant Park, I don't think you disclosed, or maybe it was in the 10K, but have you disclosed what the revenue is there and what would be lost if for some reason we didn't get it?

We don't disclose revenues for any individual restaurant, nor profits. In this case, the landlord knows what the revenues are because we have a percentage lease there. But we've never allowed, you know, individual restaurants to promulgate, you know, through us, you know, what their revenues are. We think that's a disadvantage to landlord negotiations.

Okay. And then going back to Meadowlands, I certainly as a long-term investor appreciate your point about, you know, not wanting to take the company private because you'd potentially deprive shareholders of the upside from the Meadowlands but with that said obviously that's something that may not happen or may not happen for a long time and obviously it's hard to make a plan when it involves governments and legislation it's hard to really handicap you know when that's going to happen if it happens would it ever make sense you said in prior calls I think that maybe hard rock hard rock would be the natural people to buy us out of our interest there presumably they see the value there they're not going to pay as much today as they would if if it were a sure thing right and if it was a sure thing it would make sense to do anything now but is there a way to sort of bake into some kind of price with hard rock where they where they give us some value that reflects the potential while also on their side reflecting the fact that may not happen. I'm not really saying that in the proper way, but you know what I'm getting at.

Yeah. So, first of all, Hard Rock is a 20% owner of the limited partnership that's the partnership in the Meadowlands. But since when we made those statements, you know, like three, four quarters ago and before that, that they would be a natural buyer. Hard Rock is now part of bidding process with Steve Cohn to put a casino in, you know, in Queens by Shea Stadium. So, you know, if that were to go through, we're not so sure Hard Rock would continue with us as an operator, they certainly would continue as an investor unless, you know, we bought them out or some other operator bought them out. So that conversation with HardRock, you know, doesn't make sense at this point. And it would make sense perhaps if, you know, if they are the operator and, and there seemed to be some movement favorably toward getting a casino license in the north. So that's not a conversation you can have right now. By the way, it's a conversation I don't think I want to have because we still are of the opinion that the likelihood of us getting a casino license there is pretty strong. It's just a matter of you know, when does New Jersey's legislature react to downstate casino licenses in New York, which have not been issued yet? And we don't think they're going to be issued for another year to 18 months. In terms of trying to, your question sort of begs an answer to taking this thing private. You know, I go back to my statement. I'd rather, you know, buy recurring cash flow for our shareholders than to get our shareholders out of the way and, you know, try to take advantage of, you know, of a price. But I have a board of directors and that's, that that in large part becomes their decision. And it's a discussion that does come up. So you know I'm just you know as one member of the board I'm giving you my opinion. You know I've had a look at this thing and you know look I've been at this for a long time. Other than for my foundation, I've never sold a share of stock. I've never bought a share of stock. I may be, you know, sort of dumb in terms of feeling, you know, saying to myself, the stock price will be rationalized at some point, you know, as investors see value. Obviously, this quarter, investors are looking at the headline, which is this write-off of $10 million, which is the non-cash write-off. does not affect the operations of the company at all. If you add back Gallagher's in Las Vegas, you still have $11 million plus EBITDA with southern Florida performing terribly. That will change. The product that we have there, the sites, you know, are just too good, you know, and we perform well down there. So that will change also. Vegas will get better. And it's already great, but it's going to get better still, you know. And our New York restaurants are, you know, very strong. Our Alabama restaurants perform well. We will find things to, you know, enhance cash flow here through acquisition. So somewhere along the line, you know, that'll be recognized. You know, a balance sheet is good for a company our size.

You know, that's the way we look at this. Thank you. That's very helpful. There are no further questions in the queue.

I'd like to hand the call back to management for closing remarks.

All right. Thank you. There's some good questions. I appreciate the time you're spending with us, and we look forward to our next call with you. Have a happy holiday season, everybody.

Thank you for your participation. You may disconnect your lines at this time and have a wonderful day.