UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 2020
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-09453
ARK RESTAURANTS CORP.
(Exact name of registrant as specified in its charter)
New York13-3156768
(State or Other Jurisdiction of

Incorporation or Organization)
(IRS Employer Identification No.)
85 Fifth Avenue,New York, NY10003NY10003
(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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareARKRThe NASDAQ Stock Market LLC
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 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 ý    No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller Reporting Companyx
Emerging Growth Companyo
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.
Yes o    No o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o    No ý
As of August 7, 2020,12, 2021, there were 3,502,4073,551,556 shares of the registrant's common stock outstanding.





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
On one or more occasions, we may make statements in this Quarterly Report on Form 10-Q 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.
While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of knownunknown 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 impacts of the novel coronavirus (COVID-19) pandemic on our company, our employees, our customers, our partners, our industry and the economy as a whole;
the adverse impact of economic conditions on our (i) operating results and financial condition, (ii) ability to comply with the terms and covenants of our debt agreements, and (iii) ability to pay or refinance our existing debt or to obtain additional financing;
the adverse impact of civil unrest on our (i) operating results and financial condition, (ii) ability to comply with the terms and covenants of our debt agreements, and (iii) ability to pay or refinance our existing debt or to obtain additional financing;
our ability to open new restaurants in new and existing markets, including difficulty in finding sites and in negotiating acceptable leases;
vulnerability to changes in consumer preferences and economic conditions;
vulnerability to conditions in the cities in which we operate;
vulnerability to natural disasters given the geographic concentration and real estate intensive nature of our business;
our ability to effectively identify and secure appropriate new sites for restaurants;
changes to food and supply costs, especially for seafood, shellfish, chicken and beef;
negative publicity, whether or not valid, and our ability to respond to and effectively manage the accelerated impact of social media;
concerns about food safety and quality and about food-borne illnesses;
our ability to service our level of indebtedness;
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

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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 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 Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q 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, 10-K, 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.




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Part I. Financial Information
Item 1. Consolidated Condensed Financial Statements
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
July 3,
2021
October 3,
2020
 (unaudited)(Note 1) 
ASSETS  
CURRENT ASSETS:  
Cash and cash equivalents (includes $676 at July 3, 2021 and $567 at October 3, 2020 related to VIEs)$18,280 $16,886 
Accounts receivable (includes $218 at July 3, 2021 and $162 at October 3, 2020 related to VIEs)3,997 1,738 
Employee receivables373 385 
Inventories (includes $29 at July 3, 2021 and $27 at October 3, 2020 related to VIEs)2,172 2,553 
Prepaid and refundable income taxes (includes $278 at July 3, 2021 and $274 at October 3, 2020 related to VIEs)3,716 2,870 
Prepaid expenses and other current assets (includes $47 at July 3, 2021 and $13 at October 3, 2020 related to VIEs)2,895 2,469 
Total current assets31,433 26,901 
FIXED ASSETS - Net (includes $219 at July 3, 2021 and $241 at October 3, 2020 related to VIEs)36,338 37,682 
OPERATING LEASE RIGHT-OF-USE ASSETS - Net (includes $2,406 at July 3, 2021 and $2,658 at October 3, 2020 related to VIEs)57,633 54,191 
INTANGIBLE ASSETS - Net378 49 
GOODWILL17,440 15,570 
TRADEMARKS4,220 3,720 
DEFERRED INCOME TAXES5,215 5,897 
INVESTMENT IN AND RECEIVABLE FROM NEW MEADOWLANDS RACETRACK6,915 6,874 
OTHER ASSETS (includes $82 at July 3, 2021 and October 3, 2020 related to VIEs)2,549 2,432 
TOTAL ASSETS$162,121 $153,316 
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable - trade (includes $134 at July 3, 2021 and $119 at October 3, 2020
    related to VIEs)
$4,533 $2,329 
Accrued expenses and other current liabilities (includes $565 at July 3, 2021 and $331 at October 3, 2020 related to VIEs)15,111 12,688 
Current portion of operating lease liabilities (includes $243 at July 3, 2021 and $226 at
    October 3, 2020 related to VIEs)
6,546 6,117 
Current portion of notes payable (includes $77 at July 3, 2021 related to VIEs)7,377 9,001 
Total current liabilities33,567 30,135 
OPERATING LEASE LIABILITIES, LESS CURRENT PORTION (includes $2,257 at July 3, 2021 and $2,442 at October 3, 2020 related to VIEs)54,626 49,960 
NOTES PAYABLE, LESS CURRENT PORTION, net of deferred financing costs (includes $290 at July 3, 2021 and $723 at October 3, 2020 related to VIEs)29,455 36,068 
TOTAL LIABILITIES117,648 116,163 
COMMITMENTS AND CONTINGENCIES00
EQUITY:
Common stock, par value $0.01 per share - authorized, 10,000 shares; issued and outstanding,
    3,552 shares at July 3, 2021 and 3,502 shares at October 3, 2020
36 35 
Additional paid-in capital14,419 13,503 
Retained earnings29,056 22,989 
Total Ark Restaurants Corp. shareholders’ equity43,511 36,527 
NON-CONTROLLING INTERESTS962 626 
TOTAL EQUITY44,473 37,153 
TOTAL LIABILITIES AND EQUITY$162,121 $153,316 
 June 27,
2020
 September 28,
2019
 (unaudited) (Note 1) 
ASSETS 
  
    
CURRENT ASSETS: 
  
Cash and cash equivalents (includes $714 at June 27, 2020 and $170 at September 28, 2019 related to VIEs)$20,725
 $7,177
Accounts receivable (includes $127 at June 27, 2020 and $219 at September 28, 2019 related to VIEs)1,293
 2,621
Employee receivables396
 414
Inventories (includes $33 at June 27, 2020 and $41 at September 28, 2019 related to VIEs)2,660
 2,222
Prepaid and refundable income taxes (includes $254 at June 27, 2020 and September 28, 2019 related to VIEs)2,013
 254
Prepaid expenses and other current assets (includes $7 at June 27, 2020 and $12 at September 28, 2019 related to VIEs)1,766
 1,021
Total current assets28,853
 13,709
FIXED ASSETS - Net (includes $238 at June 27, 2020 and $236 at September 28, 2019 related to VIEs)38,327
 47,781
OPERATING LEASE RIGHT-OF-USE ASSETS - Net (includes $2,721 at June 27, 2020 related to VIEs)55,984
 
INTANGIBLE ASSETS - Net52
 303
GOODWILL15,570
 15,570
TRADEMARKS3,720
 3,720
DEFERRED INCOME TAXES5,466
 4,106
INVESTMENT IN AND RECEIVABLE FROM NEW MEADOWLANDS RACETRACK6,860
 6,821
OTHER ASSETS (includes $82 at June 27, 2020 and September 28, 2019 related to VIEs)2,428
 2,642
TOTAL ASSETS$157,260
 $94,652
    
LIABILITIES AND EQUITY   
    
CURRENT LIABILITIES:   
Accounts payable - trade (includes $91 at June 27, 2020 and $65 at September 28, 2019 related to VIEs)$2,884
 $3,549
Accrued expenses and other current liabilities (includes $331 at June 27, 2020 and $440 at September 28, 2019 related to VIEs)11,160
 10,672
Accrued income taxes
 285
Dividend payable876
 875
Current portion of operating lease liabilities (includes $221 at June 27, 2020 related to VIEs)6,222
 
Current portion of notes payable2,701
 2,701
Total current liabilities23,843
 18,082
OPERATING LEASE DEFERRED CREDIT (includes $(30) at September 28, 2019 related to VIEs)
 10,077
OPERATING LEASE LIABILITIES, LESS CURRENT PORTION (includes $2,500 at June 27, 2020 related to VIEs)51,587
 
NOTES PAYABLE, LESS CURRENT PORTION, net of deferred financing costs (includes $723 at June 27, 2020 related to VIEs)43,701
 23,786
TOTAL LIABILITIES119,131
 51,945
COMMITMENTS AND CONTINGENCIES

 

EQUITY:   
Common stock, par value $.01 per share - authorized, 10,000 shares; issued and outstanding, 3,502 shares at June 27, 2020 and 3,499 shares at September 28, 201935
 35
Additional paid-in capital13,440
 13,277
Retained earnings24,010
 28,552
Total Ark Restaurants Corp. shareholders’ equity37,485
 41,864
NON-CONTROLLING INTERESTS644
 843
TOTAL EQUITY38,129
 42,707
TOTAL LIABILITIES AND EQUITY$157,260
 $94,652


See notes to consolidated condensed financial statements.

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ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
(In Thousands, Except Per Share Amounts)
13 Weeks Ended 39 Weeks Ended13 Weeks Ended39 Weeks Ended
June 27,
2020
 June 29,
2019
 June 27,
2020
 June 29,
2019
July 3,
2021
June 27,
2020
July 3,
2021
June 27,
2020
REVENUES: 
  
    REVENUES:
Food and beverage sales$6,907
 $43,888
 $82,850
 $118,212
Food and beverage sales$42,137 $6,907 $87,207 $82,850 
Other revenue292
 919
 1,866
 2,455
Other revenue828 292 1,824 1,866 
Total revenues7,199
 44,807
 84,716
 120,667
Total revenues42,965 7,199 89,031 84,716 
       
COSTS AND EXPENSES:       COSTS AND EXPENSES:
Food and beverage cost of sales1,847
 11,714
 22,366
 31,982
Food and beverage cost of sales12,676 1,847 26,382 22,366 
Payroll expenses3,701
 14,864
 31,925
 41,948
Payroll expenses12,304 3,701 29,345 31,925 
Occupancy expenses3,004
 4,246
 12,274
 13,058
Occupancy expenses4,251 3,004 11,248 12,274 
Other operating costs and expenses852
 4,840
 11,834
 15,051
Other operating costs and expenses4,737 852 11,077 11,834 
General and administrative expenses2,437
 3,238
 7,888
 8,840
General and administrative expenses2,802 2,437 7,625 7,888 
Loss of termination of lease
 
 364
 
Loss on closure of Durgin-Park
 
 
 1,106
Loss on termination of leaseLoss on termination of lease364 
Depreciation and amortization981
 1,174
 3,188
 3,568
Depreciation and amortization1,082 981 3,045 3,188 
Total costs and expenses12,822
 40,076
 89,839
 115,553
Total costs and expenses37,852 12,822 88,722 89,839 
OPERATING INCOME (LOSS)(5,623) 4,731
 (5,123) 5,114
OPERATING INCOME (LOSS)5,113 (5,623)309 (5,123)
INTEREST (INCOME) EXPENSE:       
OTHER (INCOME) EXPENSE:OTHER (INCOME) EXPENSE:
Interest expense283
 373
 1,045
 1,031
Interest expense309 283 940 1,045 
Interest income(29) (19) (103) (48)Interest income(14)(29)(41)(103)
Total interest expense, net254
 354
 942
 983
Gain on forgiveness of PPP LoansGain on forgiveness of PPP Loans(3,195)(7,318)
Total other (income) expense, netTotal other (income) expense, net(2,900)254 (6,419)942 
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES(5,877) 4,377
 (6,065) 4,131
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES8,013 (5,877)6,728 (6,065)
Provision (benefit) for income taxes(3,118) 283
 (3,213) 728
Provision (benefit) for income taxes4,684 (3,118)(155)(3,213)
CONSOLIDATED NET INCOME (LOSS)(2,759) 4,094
 (2,852) 3,403
CONSOLIDATED NET INCOME (LOSS)3,329 (2,759)6,883 (2,852)
Net (income) loss attributable to non-controlling interests233
 (132) 61
 (172)Net (income) loss attributable to non-controlling interests(659)233 (816)61 
NET INCOME (LOSS) ATTRIBUTABLE TO ARK RESTAURANTS CORP.$(2,526) $3,962
 $(2,791) $3,231
NET INCOME (LOSS) ATTRIBUTABLE TO ARK RESTAURANTS CORP.$2,670 $(2,526)$6,067 $(2,791)
       
NET INCOME (LOSS) PER ARK RESTAURANTS CORP. COMMON SHARE:       NET INCOME (LOSS) PER ARK RESTAURANTS CORP. COMMON SHARE:
Basic$(0.72) $1.14
 $(0.80) $0.93
Basic$0.76 $(0.72)$1.73 $(0.80)
Diluted$(0.72) $1.12
 $(0.80) $0.92
Diluted$0.73 $(0.72)$1.68 $(0.80)
       
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:       WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic3,502
 3,481
 3,500
 3,477
Basic3,522 3,502 3,512 3,500 
Diluted3,502
 3,530
 3,500
 3,531
Diluted3,648 3,502 3,602 3,500 
See notes to consolidated condensed financial statements.




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ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY (unaudited)
(In Thousands, Except Per Share Amounts)
For the 13 weeks ended June 27, 2020             
 Common Stock 
Additional
Paid-In Capital
 Retained Earnings 
Total Ark
Restaurants
Corp.
Shareholders’ Equity
 
Non-
controlling Interests
 Total Equity
 Shares Amount     
              
BALANCE - March 28, 20203,502
 $35
 $13,382
 $26,536
 $39,953
 $877
 $40,830
              
Net income (loss)
 
 
 (2,526) (2,526) (233) (2,759)
Stock-based compensation
 
 58
 
 58
 
 58
              
BALANCE - June 27, 20203,502
 $35
 $13,440
 $24,010
 $37,485
 $644
 $38,129
              
              
For the 39 weeks ended June 27, 2020             
 Common Stock 
Additional
Paid-In Capital
 Retained Earnings 
Total Ark
Restaurants
Corp.
Shareholders’ Equity
 
Non-
controlling Interests
 Total Equity
 Shares Amount     
              
BALANCE - September 28, 20193,499
 $35
 $13,277
 $28,552
 $41,864
 $843
 $42,707
              
Net income (loss)
 
 
 (2,791) (2,791) (61) (2,852)
Exercise of stock options3
 
 50
 
 50
 
 50
Stock-based compensation
 
 113
 
 113
 
 113
Distributions to non-controlling interests
 
 
 
 
 (138) (138)
Dividends paid and accrued - $0.50 per share
 
 
 (1,751) (1,751) 
 (1,751)
              
BALANCE - June 27, 20203,502
 $35
 $13,440
 $24,010
 $37,485
 $644
 $38,129
For the 13 weeks ended July 3, 2021
Common StockAdditional
Paid-In Capital
Retained EarningsTotal Ark
Restaurants
Corp.
Shareholders’ Equity
Non-
controlling Interests
Total Equity
 SharesAmount
Balance - April 3, 20213,532 $35 $14,062 $26,386 $40,483 $736 $41,219 
Net income— — — 2,670 2,670 659 3,329 
Exercise of stock options20 283 — 284 — 284 
Stock-based compensation— — 74 — 74 — 74 
Distributions to non-controlling interests— — — — — (433)(433)
Balance - July 3, 20213,552 $36 $14,419 $29,056 $43,511 $962 $44,473 
For the 39 weeks ended July 3, 2021
Common StockAdditional
Paid-In Capital
Retained EarningsTotal Ark
Restaurants
Corp.
Shareholders’ Equity
Non-
controlling Interests
Total Equity
SharesAmount
BALANCE - October 3, 20203,502 $35 $13,503 $22,989 $36,527 $626 $37,153 
Net income— — — 6,067 6,067 816 6,883 
Exercise of stock options50 709 — 710 — 710 
Stock-based compensation— — 207 — 207 — 207 
Distributions to non-controlling interests— — — — — (480)(480)
BALANCE - July 3, 20213,552 $36 $14,419 $29,056 $43,511 $962 $44,473 
See notes to consolidated condensed financial statements.























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ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY (unaudited)
(In Thousands, Except Per Share Amounts)
For the 13 weeks ended June 29, 2019             
 Common Stock 
Additional
Paid-In Capital
 Retained Earnings 
Total Ark
Restaurants
Corp.
Shareholders’ Equity
 
Non-
controlling Interests
 Total Equity
 Shares Amount     
              
BALANCE - March 30, 20193,477
 $35
 $13,015
 $26,895
 $39,945
 $1,300
 $41,245
              
Net income
 
 
 3,962
 3,962
 132
 4,094
Exercise of stock options34
 
 409
 
 409
 
 409
Purchase and retirement of treasury shares(12) 
 (235) 
 (235) 
 (235)
Stock-based compensation
 
 65
 
 65
 
 65
Distributions to non-controlling interests
 
 
 
 
 (111) (111)
Dividends accrued - $0.25 per share
 
 
 (875) (875) 
 (875)
              
BALANCE - June 29, 20193,499
 $35
 $13,254
 $29,982
 $43,271
 $1,321
 $44,592
              
              
For the 39 weeks ended June 29, 2019             
 Common Stock 
Additional
Paid-In Capital
 Retained Earnings 
Total Ark
Restaurants
Corp.
Shareholders’ Equity
 
Non-
controlling Interests
 Total Equity
 Shares Amount     
              
BALANCE - September 29, 20183,470
 $35
 $12,897
 $29,364
 $42,296
 $1,440
 $43,736
              
Net income
 
 
 3,231
 3,231
 172
 3,403
Exercise of stock options41
 
 503
 
 503
 
 503
Purchase and retirement of treasury shares(12) 
 (235) 
 (235) 
 (235)
Stock-based compensation
 
 89
 
 89
 
 89
Distributions to non-controlling interests
 
 
 
 
 (291) (291)
Dividends paid and accrued - $0.75 per share
 
 
 (2,613) (2,613) 
 (2,613)
              
BALANCE - June 29, 20193,499
 $35
 $13,254
 $29,982
 $43,271
 $1,321
 $44,592
For the 13 weeks ended June 27, 2020
Common StockAdditional
Paid-In Capital
Retained EarningsTotal Ark
Restaurants
Corp.
Shareholders’ Equity
Non-
controlling Interests
Total Equity
SharesAmount
BALANCE - March 28, 20203,502 $35 $13,382 $26,536 $39,953 $877 $40,830 
Net loss— — — (2,526)(2,526)(233)(2,759)
Stock-based compensation— — 58 — 58 — 58 
BALANCE - June 27, 20203,502 $35 $13,440 $24,010 $37,485 $644 $38,129 
For the 39 weeks ended June 27, 2020
Common StockAdditional
Paid-In Capital
Retained EarningsTotal Ark
Restaurants
Corp.
Shareholders’ Equity
Non-
controlling Interests
Total Equity
SharesAmount
BALANCE - September 28, 20193,499 $35 $13,277 $28,552 $41,864 $843 $42,707 
Net loss— — — (2,791)(2,791)(61)(2,852)
Exercise of stock options— 50 — 50 — 50 
Stock-based compensation— — 113 — 113 — 113 
Distributions to non-controlling interests— — — — — (138)(138)
Dividends paid and accrued - $0.50 per share— — — (1,751)(1,751)— (1,751)
BALANCE - June 27, 20203,502 $35 $13,440 $24,010 $37,485 $644 $38,129 
See notes to consolidated condensed financial statements.

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ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(In Thousands)
39 Weeks Ended 39 Weeks Ended
June 27,
2020
 June 29,
2019
July 3,
2021
June 27,
2020
CASH FLOWS FROM OPERATING ACTIVITIES: 
  
CASH FLOWS FROM OPERATING ACTIVITIES:  
Consolidated net income (loss)$(2,852) $3,403
Consolidated net income (loss)$6,883 $(2,852)
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:   Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation113
 89
Stock-based compensation207 113 
Gain on forgiveness of PPP LoansGain on forgiveness of PPP Loans(7,318)
Loss on termination of lease364
 
Loss on termination of lease364 
Asset impairment on closure of Durgin-Park
 1,067
Deferred income taxes(1,360) 122
Deferred income taxes682 (1,360)
Accrued interest on note receivable from NMR(39) (48)Accrued interest on note receivable from NMR(41)(39)
Depreciation and amortization3,188
 3,568
Depreciation and amortization3,045 3,188 
Change in operating lease assets and liabilities261
 
Amortization of operating lease assetsAmortization of operating lease assets1,653 261 
Amortization of deferred financing costs33
 25
Amortization of deferred financing costs47 33 
Operating lease deferred credit(197) (350)Operating lease deferred credit(197)
Changes in operating assets and liabilities:   Changes in operating assets and liabilities:
Accounts receivable1,328
 (248)Accounts receivable(2,259)1,328 
Inventories(438) (76)Inventories420 (438)
Prepaid, refundable and accrued income taxes(2,044) 1,352
Prepaid, refundable and accrued income taxes(846)(2,044)
Prepaid expenses and other current assets(745) (27)Prepaid expenses and other current assets(426)(745)
Other assets115
 35
Other assets(87)115 
Accounts payable - trade(665) (1,626)Accounts payable - trade2,204 (665)
Accrued expenses and other current liabilities428
 (534)Accrued expenses and other current liabilities2,484 428 
Net cash provided by (used in) operating activities(2,510) 6,752
Net cash provided by (used in) operating activities6,648 (2,510)
   
CASH FLOWS FROM INVESTING ACTIVITIES:   CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets(2,004) (2,488)Purchases of fixed assets(1,650)(2,004)
Loans and advances made to employees(75) (201)Loans and advances made to employees(37)(75)
Payments received on employee receivables93
 139
Payments received on employee receivables49 93 
Purchase of JB's on the Beach, net of cash acquired
 (25)
Purchase of Blue Moon Fish Company, net of cash acquiredPurchase of Blue Moon Fish Company, net of cash acquired(1,817)
Net cash used in investing activities(1,986) (2,575)Net cash used in investing activities(3,455)(1,986)
   
CASH FLOWS FROM FINANCING ACTIVITIES:   CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable(1,350) (933)Principal payments on notes payable(2,140)(1,350)
Borrowings under credit facility6,300
 650
Borrowings under credit facility6,300 
Repayments of borrowings under credit facility
 (650)
Proceeds from Paycheck Protection Program loans14,995
 
Proceeds from PPP LoansProceeds from PPP Loans111 14,995 
Payments of debt financing costs(63) (51)Payments of debt financing costs(63)
Dividends paid(1,750) (2,606)Dividends paid(1,750)
Proceeds from issuance of stock upon exercise of stock options50
 268
Proceeds from issuance of stock upon exercise of stock options710 50 
Distributions to non-controlling interests(138) (291)Distributions to non-controlling interests(480)(138)
Net cash provided by (used in) financing activities18,044
 (3,613)Net cash provided by (used in) financing activities(1,799)18,044 
NET INCREASE IN CASH AND CASH EQUIVALENTS13,548
 564
NET INCREASE IN CASH AND CASH EQUIVALENTS1,394 13,548 
CASH AND CASH EQUIVALENTS, Beginning of period7,177
 5,012
CASH AND CASH EQUIVALENTS, Beginning of period16,886 7,177 
CASH AND CASH EQUIVALENTS, End of period$20,725
 $5,576
CASH AND CASH EQUIVALENTS, End of period$18,280 $20,725 
   
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:   Cash paid during the period for:
Interest$1,001
 $907
Interest$802 $1,001 
Income taxes$192
 $215
Income taxes$$192 
Non-cash financing activities:   Non-cash financing activities:
Accrued divided$876
 $
Note payable in connection with the purchase of JB's on the Beach$
 $7,000
Changes in excess tax benefits from stock-based compensation$
 $97
Refinancing of credit facility borrowings to term notes$
 $3,200
Accrued dividendAccrued dividend$$876 
Note payable in connection with the purchase of Blue Moon Fish CompanyNote payable in connection with the purchase of Blue Moon Fish Company$1,000 $
See notes to consolidated condensed financial statements.

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ARK RESTAURANTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 27, 2020July 3, 2021
(Unaudited)
1.BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES
1.    BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES
The consolidated condensed balance sheet as of September 28, 2019,October 3, 2020, which has been derived from the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended September 28, 2019October 3, 2020 (“Form 10-K”), and the unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. All adjustments that, in the opinion of management are necessary for a fair presentation for the periods presented, have been reflected as required by Article 10 of Regulation S-X. Such adjustments are of a normal, recurring nature. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Form 10-K.
COVID-19 PANDEMIC — On March 11, 2020, in light of the rapid spread of the novel Coronavirus (“COVID-19” or "Coronavirus"), the World Health Organization declared the COVID-19 outbreak to be a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has significantly disrupted consumer demand, as well as the Company’s restaurant operations. Following the pandemic declaration in March 2020, federal, stateadversely affected, and local governments beganis expected to respondcontinue to the public health crisis by requiring social distancing, "stay at home" directives, and mandatory closure of all ofadversely affect, our locations.

As a result of state and local governments lifting “stay at home” orders and mandatory shut-down requirements in May and June 2020, the Company has reopened: (i) all of its properties located in Florida and Alabama, (ii) its operations in the New York-New York Hotel & Casino Resort in Las Vegas, (iii) Sequoia in Washington, DC, (iv) The Porch at Bryant Park in New York, NY, (v) Bryant Park Grill and Café in New York, NY, and (vi) El Rio Grande in New York, NY at varying levels of limited capacity as allowed by federal, state and local governments.

Due to the impact of the COVID-19 pandemic, during the 13 and 39 weeks ended June 27, 2020, the Company has temporarily closed several restaurants, typically for one to five days. The Coronavirus has caused unprecedented business disruptions, especially in the hospitality industry. Although we have experienced some recovery from the initial impact of COVID-19, the long-term impact of COVID-19 on the economy and on our business remains uncertain, the duration and scope of which cannot currently be predicted.
As a result of these developments, the Company is experiencing a significant negative impact on its revenues, results of operations and cash flows, which could negatively impact its ability to meet its obligations overfinancial results for the next 12 months. However, we believe that our existing cash balances, which include the proceeds from Paycheck Protection Program loans (see Note 7 - Notes Payable) and actions taken by management, set out below and otherwise, will be sufficient to meet our liquidity and capital spending requirements through August 12, 2021.
In response to the business disruption and liquidity concerns caused by the COVID-19 pandemic, the Company has taken the following actions, which management expects will enable it to meet its obligations over the next 12 months:
While restaurants were closed or continue to be closed, we furloughed all hourly employees and approximately 95% of salaried restaurant management personnel, while enacting salary reductions for all remaining restaurant management personnel.
As restaurants re-open, restaurant management salaries were restored to 70% of pre-pandemic amounts. When a location is producing sustained cash flows, restaurant management salaries were restored to 100% of pre-pandemic amounts.
Initially reduced the pay of all corporate and administrative staff by 50% to 75% and senior management salaries by 75% to 95%, and temporarily suspended all board fees.foreseeable future. As of June 27, 2020, most corporate salaries have been restored to 65% of pre-pandemic levels.
Entered into a Payment Suspension Agreement with its bank which deferred aggregate principal payments of $675,000 due on June 1, 2020 to the respective loan maturity dates. In addition, the bank agreed to relaxed financial covenants through fiscal Q3July 3, 2021, (see Note 7 - Notes Payable).
Canceled the payment of the $0.25 dividend declared on March 2, 2020 (see Note 14 - Subsequent Events).


Suspended future dividend payments until such time as the Board deems appropriate to reinstate.
Canceled or delayed all non-essential capital expenditures.
Suspended the vast majority of lease payments for the months of April, May and June 2020 and through August 2020 for all locations that are still closed and is currently in negotiations for rent concessions, abatements and deferrals with its landlords to reduce these lease payments. While most landlords have agreed to certain concessions subsequent to quarter end, there can be no assurance that the Company will be successful in obtaining all of the relief it is seeking.
Certain Company subsidiaries applied for and received a total of approximately $15.0 million of loans under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 (see Note 7 - Notes Payable).
Utilized additional provisions of the CARES Act to obtain tax savings as well as the deferral of our portion of social security taxes to future years.
Due to the rapid development and fluidity of this situation, the management cannot determine the ultimate impact that the COVID-19 pandemic will have on the Company’s consolidated financial condition, liquidity, future results of operations, suppliers, industry, and workforce and therefore any prediction as to the ultimate material adverse impact on the Company’s consolidated financial condition, liquidity, and future results of operations is uncertain. The disruption in operations has led the Company to consider the impact of the COVID-19 pandemic on its liquidity, debt covenant compliance, and recoverability of long-lived and ROU assets, goodwill and intangible assets, among others. In addition, we cannot predict how soon we will be able to reopen all of our restaurants at fullhave re-opened and currently, national, state and local jurisdictions have removed their capacity restrictions on businesses and therefore our abilityrestaurants are serving customers in our dining rooms without social distancing requirements. However, we cannot predict whether we will be required to reopenlimit capacity or close again in the future, as these decisions will depend in partprimarily on the actions of a number of governmental bodies over which we have no control. Moreover, onceIt is possible additional outbreaks could require us to reduce our capacity, implement social distancing or further suspend our in-restaurant dining operations, and there is no guarantee that state and local jurisdictions, that have currently eased restrictions, are lifted, it is unclear how quickly customers will returnnot reverse or roll-back the restrictions, as many have done in the past. Additionally, our restaurant operations have been and could continue to our restaurants, which may be a functiondisrupted by employee staffing issues because of continued concerns over safety and/illness, fear of contracting COVID-19 or depressed consumer sentimentcaring for family members due to adverse economic conditions, including job losses. If theseCOVID-19, or for other reasons. Furthermore, we remain in regular contact with our major suppliers and while to date we have not experienced significant disruptions continue,in our supply chain due to COVID-19, we could see significant future disruptions should the impacts of COVID-19 extend for a considerable amount of time.
As a result of the COVID-19 pandemic, the Company expectsexperienced a continued materialsignificant negative impact on its consolidated financial condition, futurerevenues, results of operations and liquidity. The extentcash flows, and has a working capital deficiency of such negative impact$(2,134,000) as of July 3, 2021. However, we believe that our existing cash balances, current banking facilities and cash provided by operations will be determined, in part, by the longevitysufficient to meet our liquidity and severity of the pandemic.capital spending requirements through August 18, 2022.
PRINCIPLES OF CONSOLIDATION — The consolidated condensed 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”. Also included in the consolidated condensed financial statements are certain variable interest entities (“VIEs”). All significant intercompany balances and transactions have been eliminated in consolidation.
USE OF ESTIMATES — The preparation of financial statements in conformity with GAAP requires us 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. The accounting estimates that require management’s most difficult and subjective judgments includeinclude: projected cash flow,flows, allowances for potential bad debts on receivables, assumptions regarding discount rates related to lease accounting, the useful lives and recoverability of its assets, such as property and intangibles, fair values of financial instruments and share-based compensation, estimates made in connection with acquisitions and impairment analyses, the realizable value of its tax assets and determining when investment impairments are other-than-temporary. Because of the uncertainty in such estimates, actual results may differ from these estimates. The results of operations for the 13 and 39 weeks ended June 27, 2020July 3, 2021 are not necessarily indicative of the results to be expected for any other interim period or for the year ending October 3, 2020.2, 2021.
RECLASSIFICATIONS NON-CONTROLLING INTERESTS Certain reclassifications of prior period amounts have been made to conform Non-controlling interests represent capital contributions, income and loss attributable to the current period presentation. The Company eliminated the presentationshareholders of restaurant operating income (loss) as a non-GAAP measure from itsless than wholly-owned and consolidated condensed statements of operations.entities.
SEASONALITY — The Company has substantial fixed costs that do not decline proportionally with sales. The first and second fiscal quarters, which include the winter months, usually reflect lower customer traffic than in the third and fourth fiscal quarters. However, sales in the third and fourth fiscal quarters can be adversely affected by inclement weather due to the significant amount of outdoor seating at the Company’s restaurants.
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FAIR VALUE OF FINANCIAL INSTRUMENTS — The carrying amount of cash and cash equivalents, receivables, accounts payable and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair values of notes receivable and payable are determined using current applicable rates for similar instruments as of the balance sheet dates and approximate the carrying value of such debt instruments.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents include cash on hand, deposits with banks and highly liquid investments generally 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 condensed 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 amounts due from the 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 provides for an allowance when it considers the entity unable to meet its obligation. 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 June 27, 2020, the Company had accounts receivable balances due from three hotel operators totaling 82% of total accounts receivable. As of September 28, 2019,July 3, 2021, the Company had accounts receivable balances due from one hotel operator totaling 34%31% of total accounts receivable. As of October 3, 2020, the Company had accounts receivable balances due from two hotel operators totaling 46% of total accounts receivable.
For the 13-week period ended July 3, 2021, the Company made purchases from two vendors that accounted for 22% of total purchases. For the 13-week period ended June 27, 2020, the Company made purchases from three vendors that accounted for 46% of total purchases.
For the 13-week39-week period ended June 29, 2019,July 3, 2021, the Company did not makemade purchases from any one vendortwo vendors that accounted for 10% or greater23% of total purchases.
For the 39-week period ended June 27, 2020, the Company made purchases from one vendor that accounted for 10% of total purchases. For the 39-week period ended June 29, 2019, the Company did not make purchases from any one vendor that accounted for 10% or greater of total purchases.
As of June 27,July 3, 2021 and October 3, 2020, and September 28, 2019, all debt outstanding, other than Paycheck Protection Program loans and the note payable to the sellers of the Blue Moon Fish Company, is with one lender (see Note 78 – Notes Payable).
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 condensed statements of operations.
Due to the recent impact of the COVID-19 pandemic to the global economy, including but not limited to, the volatility of the Company's stock price, temporary closureclosures of the Company's restaurants and the challenging environment for the restaurant industry in general, the Company determined that there were indicators of potential impairment of its goodwill and trademarks during the 13 weeks ended June 27, 2020.July 3, 2021. As such, the Company performed a qualitative assessment for both goodwill and its trademarks and concluded that the fair value of these assets exceeded their carrying values. Accordingly, the Company did not record any impairment to its goodwill or trademarks during the 13 and 39 weeks ended June 27, 2020.July 3, 2021. The ultimate severity and longevity of the COVID-19 pandemic is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material.
LONG-LIVED AND RIGHT-OF-USE ASSETS — Long-lived assets, such as property, plant and equipment, 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
- 10 -


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.
Based on the results of this analysis, the Companyno impairment charges were recognized an impairment charge of $364,000 related to long-lived assets and ROU assets during the 13 and 39 weeks ended June 27, 2020 (see Note 4 – Recent Restaurant Dispositions).July 3, 2021. Given the inherent uncertainty in projecting results of restaurants under the current circumstances, particularly taking into account the projected impact of the COVID-19 pandemic, the Company is monitoring the recoverability of the carrying value of the assets of several restaurants on an ongoing basis. For these restaurants, if expected performance is not realized, an impairment charge may be recognized in future periods, and such charge could be material.
REVENUE RECOGNITION — We recognize revenues 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 contract liability until such time. We recognized $25,000$1,140,000 and $3,840,000$25,000 in catering services revenue for the 13-week periods ended July 3, 2021 and June 27, 2020, and June 29, 2019, respectively, and $7,259,000$1,347,000 and $11,322,000$7,259,000 for the 39-week periods ended July 3, 2021 and June 27, 2020, and June 29, 2019, respectively. Unearned revenue, which is included in accrued expenses and other current liabilities on the consolidated condensed balance sheets as of June 27,July 3, 2021, October 3, 2020 and September 28,29, 2019, was $3,753,000$4,652,000, $3,661,000 and $4,549,000, 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 July 3, 2021 and October 3, 2020, the total liability for gift cards in the amounts of approximately $198,000 and $227,000, respectively, are included in accrued expenses and other current liabilities in the consolidated condensed balance sheets.
Other revenues include purchase service fees which represent commissions earned by a subsidiary of the Company for providing services to other restaurant groups, as well as license fees, property management fees and other rentals.
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 right-of-use assets and Operating lease liabilities in our consolidated condensed balance sheet. Right-of-use 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 right-of-use 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. 
SEGMENT REPORTING — As of June 27, 2020,July 3, 2021, the Company owned and operated 2018 restaurants and bars, 17 fast food concepts and catering operations, exclusively in the United States, that have similar economic characteristics, nature of products and services, 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.


RECENTLY ADOPTED ACCOUNTING PRINCIPLES — In February 2016,January 2017, the FASB issued ASU No. 2016-02, Leases2017-04, Intangibles—Goodwill and Other (Topic 842), which amends350)—Simplifying the existing accounting standardsTest for lease accounting, including requiring lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. The new guidance also requires additional disclosures about leases. The Company adopted the new standard on September 29, 2019 (the first day of fiscal year 2020) using the modified retrospective approach, without restating comparative periods for those lease contracts for which we have taken possession of the property as of September 28, 2019. Accordingly, prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840Goodwill Impairment (“ASC 840”), the accounting standard then in effect. As part of our adoption we elected the "package of practical expedients", as well as the hindsight practical expedient, permitted under the new guidance, which, among other things, allowed the Company to continue utilizing historical classifications of leases as well as allowing us to combine lease and non-lease components of our real estate leases. We also elected to adopt the short-term lease exception for all leases with terms of 12 months or less and account for them using straight-line rent expense over the remaining life of the lease. As a result of the adoption of this guidance, we recorded ROU assets of $62,330,000 and lease liabilities related to our real estate operating leases of $63,943,000. The adoption of this standard did not materially impact retained earnings or our consolidated condensed statement of operations and had no impact on cash flows.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which2017-04”). ASU 2017-04 simplifies the accounting for share-based payments grantedgoodwill impairments by eliminating the requirement to non-employeescompare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”)
- 11 -


350, Intangibles - Goodwill and Other (“ASC 350”). As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for goods and services. Under thisthe amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU the guidance2017-04 is effective for annual reporting periods beginning after December 15, 2019, including any interim impairment tests within those annual periods, with early application permitted for interim or annual goodwill impairment tests performed on share-based payments to non-employees would be aligned with the requirements for


share-based payments granted to employees, with certain exceptions.testing dates after January 1, 2017. The Company adopted this guidance in the first quarter of fiscal 2020.2021. Such adoption did not have a material impact on our consolidated condensed financial statements.
NEW ACCOUNTING STANDARDS NOT YET ADOPTED — In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies Topic 740 to simplify the accounting for income taxes. ASU 2019-12 is effective for financial statements issued for annual periods beginning after December 15, 2020, and for the interim periods therein. The Company is currently evaluating the effect of adopting ASU 2019-12 to determine the impact on the Company’s consolidated financial position and results of operations.
2.VARIABLE INTEREST ENTITIES
2.    VARIABLE INTEREST ENTITIES
The Company consolidates any variable interest entities in which it holds a variable interest and is the primary beneficiary. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
The Company has determined that it is the primary beneficiary of three3 VIEs and, accordingly, consolidates the financial results of these entities. Following are the required disclosures associated with the Company’s consolidated VIEs:
 July 3,
2021
October 3,
2020
 (in thousands)
Cash and cash equivalents$676 $567 
Accounts receivable218 162 
Inventories29 27 
Prepaid and refundable income taxes278 274 
Prepaid expenses and other current assets47 13 
Due from Ark Restaurants Corp. and affiliates (1)420 419 
Fixed assets - net219 241 
Operating lease right-of-use assets - net2,406 2,658 
Other assets82 82 
Total assets$4,375 $4,443 
Accounts payable - trade$134 $119 
Accrued expenses and other current liabilities565 331 
Current portion of operating lease liabilities243 226 
Current portion of notes payable77 
Operating lease liabilities, less current portion2,257 2,442 
Notes payable, less current portion290 723 
Total liabilities3,566 3,841 
Equity of variable interest entities809 602 
Total liabilities and equity$4,375 $4,443 
(1)Amounts Due from and to Ark Restaurants Corp. and affiliates are eliminated upon consolidation.
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 June 27,
2020
 September 28,
2019
 (in thousands)
Cash and cash equivalents$714
 $170
Accounts receivable127
 219
Inventories33
 41
Prepaid and refundable income taxes254
 254
Prepaid expenses and other current assets7
 12
Due from Ark Restaurants Corp. and affiliates (1)336
 392
Fixed assets - net238
 236
Operating lease right-of-use assets - net2,721
 
Other assets82
 82
Total assets$4,512
 $1,406
    
Accounts payable - trade$91
 $65
Accrued expenses and other current liabilities331
 440
Current portion of operating lease liabilities221
 
Operating lease deferred credit
 (30)
Operating lease liabilities, less current portion2,500
 
Notes payable, less current portion723
 
Total liabilities3,866
 475
Equity of variable interest entities646
 931
Total liabilities and equity$4,512
 $1,406

(1)Amounts Due from and to Ark Restaurants Corp. and affiliates are eliminated upon consolidation.
The liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets.



3.    RECENT RESTAURANT EXPANSION AND OTHER DEVELOPMENTS


3.RECENT RESTAURANT EXPANSION AND OTHER DEVELOPMENTS

On May 15, 2019,December 1, 2020, the Company, through a newly formed, wholly-owned subsidiary, acquired the assets of JB's on the BeachBear Ice, Inc. and File Gumbo Inc., which collectively operated a restaurant and bar named Blue Moon Fish Companylocated in Deerfield Beach, Florida, for $7,036,000Lauderdale-by-the- Sea, FL. The total purchase price of $2,820,000, as set out below.below, was paid with cash in the amount of $1,820,000 and a four-year note held by the sellers in the amount of $1,000,000 payable monthly with 5% interest. The acquisition iswas accounted for as a business combinationcombination. Concurrent with the acquisition, the Company assumed the related lease which expires in 2026 and was financed with a bank loan fromhas 4 five-year extension options. Rent payments under the Company’s existing lender in the amount of $7,000,000lease are approximately $360,000 per year and cash from operations.

increase by 15% as each option is exercised.
The fair values of the assets acquired none of which are amortizable, were allocated as follows (amounts in thousands):


Cash$11
Inventory80
Furniture, fixtures and equipment200
Trademarks1,110
Goodwill5,690
Liabilities assumed(55)
 $7,036
Cash$
Inventory39 
Security deposit30 
Trademarks500 
Non-compete agreement380 
Goodwill1,870 
Liabilities assumed(2)
$2,820 
Goodwill recognized in connection with this transaction represents the residual amount of the purchase price over separately identifiable intangible assets and is expected to be deductible for tax purposes.
Concurrent with the acquisition, the Company entered into a 20-year lease (with a five-year extension option) for the restaurant facility and parking lot with the former owner of JB's on the Beach, who is also the owner of the underlying real estate. Payments under the lease are $600,000 per year with 10% increases every five years.
The consolidated condensed statements of operations for the 13 and 39 weeks ended June 27, 2020July 3, 2021 include revenues and net income (loss) of approximately $646,000$2,141,000 and $6,126,000$4,582,000 and $(307,000)$432,000 and $316,000,$887,000, respectively, related to JB's on the BeachBlue Moon Fish Company. The unaudited pro forma financial information set forth below is based upon the Company’s historical consolidated condensed statements of incomeoperations for the 13 and 39 weeks ended June 29, 201927, 2020 and the 39 weeks ended July 3, 2021 and includes the results of operations for JB's on the BeachBlue Moon Fish Company for the period prior to acquisition. The unaudited pro forma financial information (which is presented in thousands except per share and share data), which has been adjusted for payments under the lease discussed above as well as interest expense ofon the term loan,note, is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the acquisition of JB's on the BeachBlue Moon Fish Company occurred on the dates indicated, nor does it purport to represent the results of operations for future periods.  
13 Weeks Ended39 Weeks Ended
 June 27,
2020
July 3,
2021
June 27,
2020
(unaudited)(unaudited)
Total revenues$7,575 $89,708 $88,264 
Net income (loss)$(2,595)$6,102 $(2,280)
Net income (loss) per share - basic$(0.74)$1.74 $(0.65)
Net income (loss) per share - diluted$(0.74)$1.69 $(0.65)
     Shares - Basic3,502 3,512 3,500 
     Shares - Diluted3,502 3,602 3,500 

On January 26, 2021, the Company exercised its right-of-first-refusal to acquire the land, building and parking lot associated with JB’s on the Beach and immediately contributed such rights and interest to an unrelated entity ("Newco") that purchased the properties on March 22, 2021. In exchange, the Company received a 5% interest in Newco, which plans future development of
- 13 -


 13 Weeks Ended39 Weeks Ended
 June 29,
2019
June 29,
2019
 (unaudited)(unaudited)
   
Total revenues$46,423
$128,445
Net income$4,123
$3,891
Net income per share - basic$1.18
$1.12
Net income per share - diluted$1.17
$1.10
   
     Basic3,481
3,477
     Diluted3,530
3,531
the sites. In addition, all rights and privileges under the current lease were assigned to Newco, as landlord and the lease terms remain unchanged.


During 2019,4.    RECENT RESTAURANT DISPOSITIONS

On November 13, 2020, the Company was advised by the landlord of our food courtthat it would have to vacate Gallagher’s Steakhouse and Gallagher’s Burger Bar at the Hard RockResorts Casino and Hotel located in Hollywood, Florida, that theyAtlantic City, NJ which were exercising their right to relocate our space, at their sole cost, as contractually agreed to in the originalon a month-to-month, no rent lease. The new facilities were completedclosure of these properties occurred on September 16, 2019, on which date we closed our existing locationJanuary 2, 2021 and opened the new facilities. The Company recorded the value of the renovations made by the landlord, which includes leasehold improvements and furniture, fixtures and equipment,did not result in the amount of $5,474,000 with a corresponding increase in deferred rent. The net book value of the existing leasehold improvements relatingmaterial charge to the original location in the amount of $918,000 is being reflected as a reduction of deferred rent on a straight-line basis over the remaining lease term.Company’s operations.


During 2019, the Company was advised by the landlord of our food court at the Hard Rock Casino and Hotel in Tampa, Florida, that they were exercising their right to renovate the front of the house space, at their sole cost, as contractually agreed to in the original


lease. In connection with this renovation, we closed our existing facilities on June 2, 2019 and re-opened the renovated facilities on September 28, 2019. The Company recorded the value of the renovations made by the landlord, which includes leasehold improvements and furniture, fixtures and equipment, in the amount of $3,179,000 with a corresponding increase in deferred rent. The net book value of the existing leasehold improvements relating to the original location in the amount of $459,000 is being reflected as a reduction of deferred rent on a straight-line basis over the remaining lease term.

On September 29, 2019, upon adoption of ASC 842, the unamortized Hollywood and Tampa balances of leasehold improvements and deferred rent in the amounts of $8,269,000 and $7,198,000, respectively, were reclassified as ROU assets in the net amount of $1,071,000 and are being amortized to lease expense on a straight-line basis over the remaining terms of the respective leases.

The Company is in the process of developing three restaurants in Easton, Ohio in partnership with the landlord of the facility. Included in fixed assets are costs of approximately $500,000 in connection with the project. The Company expects the properties to open in fiscal 2021 and 2022.

4.RECENT RESTAURANT DISPOSITIONS

As of December 29, 2018,January 2, 2021, the Company determined that it wouldwill not be ablereopen Thunder Grill in Washington, D.C. which has been closed since March 20, 2020. This closure did not result in a material charge to operate Durgin-Park profitably due to decreased traffic at the Faneuil Hall Marketplace in Boston, MA, where it is located, and rising labor costs. As a result, included in the consolidated condensed statements of operations for the 39 weeks ended June 29, 2019 are losses on closure in the amount of $1,106,000, respectively, consisting of: (i) impairment of trademarks in the amount of $721,000, (ii) accelerated depreciation of fixed assets in the amount of $333,000, and (iii) write-offs of prepaid and other expenses in the amount of $52,000. The restaurant closed on January 12, 2019.Company’s operations.
On April 2, 2020, the Company advised the landlord of a catering space in New York, NY that we would be terminating the lease. In connection with this notification, the Company recorded a loss of $364,000 during the 13 weeks ended March 28, 2020, consisting of (i) rent accrued in accordance with the termination provisions of the lease, (ii) the write-off of the unamortized balance of purchased leasehold rights, (iii) the write-off of our security deposit, (iv) the write-off of ROU assets and related lease liabilities, and (v) the write-off of net book value of fixed assets.


5.INVESTMENT IN AND RECEIVABLE FROM NEW MEADOWLANDS RACETRACK
5.    INVESTMENT IN AND RECEIVABLE FROM NEW MEADOWLANDS RACETRACK
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 athe 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 2015, the Company invested an additional $222,000 in NMR and onin February 7, 2017, the Company invested an additional $222,000 in NMR, both as a result of capital calls with no change in ownership, bringing its total investment to $5,108,000 with no change in ownership. As of September 29, 2018, this investment was accounted for based on the cost method. As of September 30, 2018, the$5,108,000. The Company elected to accountaccounts for this investment at cost, less impairment, adjusted for subsequent observable price changes in accordance with ASU No. 2016-01. Such change did not affect the value of our investment in NMR. There are no observable prices for this investment.
Due to the recent impact of the COVID-19 pandemic to the global economy, including but not limited to, the temporary closure of the NMR facility, the Company evaluated its investment in NMR for impairment and concluded that its fair value exceeds the carrying value. Accordingly, the Company did not record any impairment during the 13 and 39 weeks ended June 27, 2020.July 3, 2021. The ultimate severity and longevity of the COVID-19 pandemic is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material. Any future changes in the carrying value of our Investmentinvestment in NMR will be reflected in earnings.
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 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 any receivable from AM VIE’s primary beneficiary (NMR, a related party). As of June 27,July 3, 2021 and October 3, 2020, and September 28, 2019, no amounts were due AM VIE by NMR.
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 January 31, 2024. The note may be prepaid, in whole or in part, at any time without penalty or premium. On July 13, 2016, the Company made an additional loan to Meadowlands Newmark, LLC in the amount of $200,000. Such amount is subject to the same terms and conditions as the original loan as discussed above. The principal and accrued interest related to this note in the amounts of $1,753,000$1,807,000 and $1,713,000$1,766,000 are included in Investment In and Receivable Fromfrom New Meadowlands Racetrack in the consolidated condensed balance sheets at June 27,July 3, 2021 and October 3, 2020, and September 28, 2019, respectively.
- 14 -

6.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES



6.    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
 July 3,
2021
October 3,
2020
(In thousands)
Sales tax payable$1,138 $477 
Accrued wages and payroll related costs4,328 3,302 
Customer advance deposits4,652 3,661 
Accrued occupancy and other operating expenses4,993 5,248 
 $15,111 $12,688 

7.    LEASES
 June 27,
2020
 September 28,
2019
 (In thousands)
    
Sales tax payable$312
 $1,141
Accrued wages and payroll related costs2,001
 2,942
Customer advance deposits4,130
 5,071
Accrued occupancy and other operating expenses4,717
 1,518
 $11,160
 $10,672


7.NOTES PAYABLE
Long-term debt consists of the following:
 June 27,
2020
 September 28,
2019
 (In thousands)
    
Promissory Note - Rustic Inn purchase$3,901
 $4,043
Promissory Note - Shuckers purchase4,505
 4,675
Promissory Note - Oyster House purchase4,418
 4,728
Promissory Note - JB's on the Beach purchase6,250
 6,750
Promissory Note - Sequoia renovation2,857
 3,086
Revolving Facility9,666
 3,366
Paycheck Protection Program Loans14,995
 
 46,592
 26,648
Less: Current maturities(2,701) (2,701)
Less: Unamortized deferred financing costs(190) (161)
Long-term debt$43,701
 $23,786





Notes Payable - Bank
On June 1, 2018, the Company refinanced (the "Refinancing") its then existing indebtedness with its current lender, Bank Hapoalim B.M. (“BHBM”), by entering into an amended and restated credit agreement (the "Revolving Facility”), which expires on May 31, 2021. The Revolving Facility provides for total availability of the lesser of (i) $10,000,000 and (ii) $35,000,000 less the then aggregate amount of all indebtedness and obligations to BHBM. Borrowings under the Revolving Facility are payable upon maturity of the Revolving Facility with interest payable monthly at LIBOR plus 3.5%, subject to adjustment based on certain ratios. As of June 27, 2020 and September 28, 2019, borrowings of $9,666,000 and $3,366,000, respectively, were outstanding under the Revolving Facility and had a weighted average interest rate of 3.0% and 4.9%, respectively. As of June 27, 2020, no amounts were available under the Revolving Facility to be drawn down.
In connection with the Refinancing, the Company also amended the principal amounts and payment terms of its outstanding term notes with BHBM as follows:
Promissory Note – Rustic Inn purchase – On February 25, 2013, the Company issued a promissory note to BHBM for $3,000,000. The note bore interest at LIBOR plus 3.5% per annum, and was payable in 36 equal monthly installments of $83,333, commencing on March 25, 2013. On February 24, 2014, in connection with the acquisition of the Rustic Inn, the Company borrowed an additional $6,000,000 from BHBM under the same terms and conditions as the original loan which was consolidated with the remaining principal balance from the original borrowing at that date. The new loan was payable in 60 equal monthly installments of $134,722, which commenced on March 25, 2014. In connection with the Refinancing, this note was amended and restated and increased by $2,783,333 of credit facility borrowings. The new principal amount of $4,400,000, which is secured by a mortgage on the Rustic Inn real estate, is payable in 27 equal quarterly installments of $71,333, commencing on September 1, 2018, with a balloon payment of $2,474,000 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Promissory Note – Shuckers purchase – On October 22, 2015, in connection with the acquisition of Shuckers, the Company issued a promissory note to BHBM for $5,000,000. The note bore interest at LIBOR plus 3.5% per annum, and was payable in 60 equal monthly installments of $83,333, commencing on November 22, 2015. In connection with the Refinancing, this note was amended and restated and increased by $2,433,324 of credit facility borrowings. The new principal amount of $5,100,000, which is secured by a mortgage on the Shuckers real estate, is payable in 27 equal quarterly installments of $85,000, commencing on September 1, 2018, with a balloon payment of $2,805,000 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Promissory Note – Oyster House purchase – On November 30, 2016, in connection with the acquisition of the Oyster House properties, the Company issued a promissory note under the Revolving Facility to BHBM for $8,000,000. The note bore interest at LIBOR plus 3.5% per annum, and was payable in 60 equal monthly installments of $133,273, commencing on January 1, 2017. In connection with the Refinancing, this note was amended and restated and separated into two notes. The first note, in the principal amount of $3,300,000, is secured by a mortgage on the Oyster House Gulf Shores real estate, is payable in 19 equal quarterly installments of $117,857, commencing on September 1, 2018, with a balloon payment of $1,060,716 on June 1, 2023 and bears interest at LIBOR plus 3.5% per annum. The second note, in the principal amount of $2,200,000, is secured by a mortgage on the Oyster House Spanish Fort real estate, is payable in 27 equal quarterly installments of $36,667, commencing on September 1, 2018, with a balloon payment of $1,210,000 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Promissory Note – JB's on the Beach purchase On May 15, 2019, in connection with the previously discussed acquisition of JB’s on the Beach, the Company issued a promissory note under the Revolving Facility to BHBM for $7,000,000 which is payable in 23 equal quarterly installments of $250,000, commencing on September 1, 2019, with a balloon payment of $1,250,000 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Promissory Note – Sequoia renovation – Also on May 15, 2019, the Company converted $3,200,000 of Revolving Facility borrowings incurred in connection with the Sequoia renovation to a promissory note which is payable in 23 equal quarterly installments of $114,286, commencing on September 1, 2019, with a balloon payment of $571,429 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Borrowings under the Revolving Facility, which include all of the above promissory notes, 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 loan agreements provide, among other things, that the Company meet minimum quarterly tangible net worth amounts, as defined therein, maintain a fixed charge coverage ratio of not less than 1.1:1 on a latest 12-months' basis and minimum annual net income


amounts, and contain customary representations, warranties and affirmative covenants. The agreements also contain 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. On April 20, 2020, the Company entered into a Payment Suspension Agreement with BHBM which deferred all monthly interest payments through June 1, 2020 and deferred aggregate principal payments of $675,000 due on June 1, 2020 to the respective loan maturity date. In addition, on June 12, 2020, as a result of the impact of COVID-19 on our business, BHBM agreed to relaxed financial covenants through fiscal Q3 2021. The Company was in compliance with all of its financial covenants under the Revolving Facility as of June 27, 2020.
Paycheck Protection Program Loans
During the 13 weeks ended June 27, 2020, subsidiaries (the “Borrowers”) of the Company received loan proceeds from several banks (the “Lenders”) in the aggregate amount of $14,995,000 (the “PPP Loans”) under the Paycheck Protection Program (the “PPP”) of the CARES Act, which was enacted March 27, 2020.
The PPP Loans are evidenced by individual promissory notes of each of the Borrowers (together, the “Notes”) in favor of the Lender, which Notes bear interest at the rate of 1.00% per annum. Funds from the PPP Loans may be used only for payroll and related costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations that were incurred by a Borrower prior to February 15, 2020 (the “Qualifying Expenses”). Under the terms of the PPP Loans, some or all of the amounts thereunder, including accrued interest, may be forgiven if they are used for Qualifying Expenses as described in and in compliance with the CARES Act. No payments of principal or interest are due under the Notes until the date on which the amount of loan forgiveness (if any) under the CARES Act for each respective Note is remitted to the Lender, which can be up to 10 months after the end of the related notes covered period (which is defined as 24 weeks after the date of the loan) (the “Deferral Period”). Each Note may be prepaid by the respective Borrower at any time prior to maturity with no prepayment penalties.
While the Company and each Borrower intends to use the PPP Loan proceeds exclusively for Qualifying Expenses, it is unclear and uncertain whether the conditions for forgiveness of the PPP Loans will be met under the current guidelines of the CARES Act. Accordingly, we cannot make any assurance that the Company, or any of the Borrowers, will be eligible for forgiveness of the PPP Loans, in whole or in part.
To the extent, if any, that any or all of the PPP Loans are not forgiven, beginning one month following expiration of the Deferral Period, and continuing monthly until 24 months from the date of each applicable Note (the “Maturity Date”), each respective Borrower is obligated to make monthly payments of principal and interest to the Lender with respect to any unforgiven portion of the Notes, in such equal amounts required to fully amortize the principal amount outstanding on such Notes as of the last day of the applicable Deferral Period by the applicable Maturity Date. Each Borrower is permitted to prepay its respective Note at any time without payment of any premium.
Debt issuance costs incurred in the amount of $271,000 are being amortized over the life of the agreements using the effective interest rate method and included in interest expense. Amortization expense of approximately $13,000 and $9,000 is included in interest expense for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively. Amortization expense was $33,000 and $26,000 for the 39 weeks ended June 27, 2020 and June 29, 2019, respectively.

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-estatereal estate lease agreements that expire on various dates through 2044.2046. 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 ASC Topic 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 June 27, 2020.July 3, 2021. 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 condensed 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 condensed 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.
The components of lease expense in the consolidated condensed statements of operations are as follows:
13 Weeks Ended39 Weeks Ended13 Weeks Ended39 Weeks Ended
June 27,
2020
July 3,
2021
June 27,
2020
July 3,
2021
June 27,
2020
(In thousands) (In thousands)(In thousands)
Operating lease expense - occupancy expenses (1)
$2,088
$7,005
Operating lease expense - occupancy expenses (1)
$2,899 $2,088 $6,836 $7,005 
Occupancy lease expense - general and administrative expenses158
481
Occupancy lease expense - general and
administrative expenses
118 158 270 481 
Variable lease expense132
2,500
Variable lease expense158 132 1,553 2,500 
Total lease expense$2,378
$9,986
Total lease expense$3,175 $2,378 $8,659 $9,986 

(1)Includes short-term leases, which are immaterial.
(1)Includes short-term leases, which are immaterial.


- 15 -


Supplemental cash flow information related to leases:
39 Weeks Ended39 Weeks Ended
June 27,
2020
July 3,
2021
June 27,
2020
(In thousands) (In thousands)
Cash paid for amounts included in the measurement of lease liabilities: 
Cash paid for amounts included in the
measurement of lease liabilities:
Operating cash flows related to operating leases$8,086
Operating cash flows related to operating leases$6,992 $8,086 
Non-cash investing activities: Non-cash investing activities:
ROU assets obtained in exchange for new operating lease liabilities$62,330
ROU assets obtained in exchange for new
operating lease liabilities
$8,712 $62,330 
The weighted average remaining lease terms and discount rates as of June 27, 2020July 3, 2021 are as follows:
Weighted Average

Remaining Lease Term
Weighted Average

Discount Rate
Operating leases10.8 Years12.8 years5.55.2 %
The annual maturities of our lease liabilities as of June 27, 2020July 3, 2021 are as follows:
  
Operating
Leases
Fiscal Year Ending (In thousands)
October 3, 2020 $2,290
October 2, 2021 9,236
October 1, 2022 9,313
September 30, 2023 7,800
September 28, 2024 7,413
Thereafter 40,592
Total future lease commitments 76,644
Less imputed interest (18,835)
Present value of lease liabilities $57,809
9.COMMITMENTS AND CONTINGENCIESOperating
Leases
Fiscal Year Ending(In thousands)
October 2, 2021$2,363 
October 1, 20229,565 
September 30, 20238,076 
September 28, 20247,694 
September 27, 20256,685 
Thereafter50,508 
Total future lease commitments84,891 
Less imputed interest(23,719)
Present value of lease liabilities$61,172 

8.    NOTES PAYABLE
Long-term debt consists of the following:
July 3,
2021
October 3,
2020
 (In thousands)
Promissory Note - Rustic Inn purchase$3,544 $3,758 
Promissory Note - Shuckers purchase4,079 4,335 
Promissory Note - Oyster House purchase3,646 4,109 
Promissory Note - JB's on the Beach purchase5,000 5,750 
Promissory Note - Sequoia renovation2,286 2,629 
Revolver Borrowings9,666 9,666 
Promissory Note - Blue Moon Fish Company (see Note 3)886 
Paycheck Protection Program Loans7,851 14,995 
 36,958 45,242 
Less: Current maturities(7,377)(9,001)
Less: Unamortized deferred financing costs(126)(173)
Long-term debt$29,455 $36,068 
- 16 -


Notes Payable - Bank
On June 1, 2018, the Company refinanced (the "Refinancing") its then existing indebtedness with its current lender, Bank Hapoalim B.M. (“BHBM”), by entering into an amended and restated credit agreement (the “Revolving Facility”), which was to mature on May 19, 2022 (as extended). The Revolving Facility provided for total availability of the lesser of (i) $10,000,000 and (ii) $35,000,000 less the then aggregate amount of all indebtedness and obligations to BHBM. On July 26, 2021, all outstanding Revolver Borrowings, in the amount of $9,666,000, were converted to a promissory note with quarterly principal payments of $500,000 commencing on September 1, 2021, with a balloon payment of $2,166,000 on June 1, 2025. Such note bears interest at LIBOR plus 3.5% per annum. We expect that the LIBOR rate will be discontinued at some point during 2021 and to work with BHBM to identify a suitable replacement rate and amend our debt agreements to reflect this new reference rate accordingly. We do not expect the discontinuation of LIBOR as a reference rate in our debt agreements to have a material adverse effect on our financial position or materially affect our interest expense.
The Revolving Facility, which includes all of the above promissory notes, also requires, among other things, that the Company meet minimum quarterly tangible net worth amounts, maintain a minimum fixed charge coverage ratio and meet minimum annual net income amounts. The Revolving Facility 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 under the Revolving Facility 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.
On June 12, 2020 and again on February 15, 2021, as a result of the impact of the COVID-19 pandemic on our business, BHBM agreed to modified financial covenants through fiscal Q2 2022.
In connection with the Refinancing, the Company also amended the principal amounts and payment terms of its outstanding term notes with BHBM as follows:
Promissory Note – Rustic Inn purchase – The principal amount of $4,400,000, which is secured by a mortgage on the Rustic Inn real estate, is payable in 27 equal quarterly installments of $71,333, commencing on September 1, 2018, with a balloon payment of $2,474,000 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Promissory Note – Shuckers purchase – The principal amount of $5,100,000, which is secured by a mortgage on the Shuckers real estate, is payable in 27 equal quarterly installments of $85,000, commencing on September 1, 2018, with a balloon payment of $2,805,000 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Promissory Note – Oyster House purchase – In connection with the Refinancing, this note was amended and restated and separated into two notes. The first note, in the principal amount of $3,300,000, is secured by a mortgage on the Oyster House Gulf Shores real estate, is payable in 19 equal quarterly installments of $117,857, commencing on September 1, 2018, with a balloon payment of $1,060,716 on June 1, 2023 and bears interest at LIBOR plus 3.5% per annum. The second note, in the principal amount of $2,200,000, is secured by a mortgage on the Oyster House Spanish Fort real estate, is payable in 27 equal quarterly installments of $36,667, commencing on September 1, 2018, with a balloon payment of $1,210,000 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Promissory Note – JB's on the Beach purchase On May 15, 2019, the Company issued a promissory note under the Revolving Facility to BHBM for $7,000,000, which is payable in 23 equal quarterly installments of $250,000, commencing on September 1, 2019, with a balloon payment of $1,250,000 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.
Promissory Note – Sequoia renovation – Also on May 15, 2019, the Company converted $3,200,000 of Revolving Facility borrowings incurred in connection with the Sequoia renovation to a promissory note which is payable in 23 equal quarterly installments of $114,286, commencing on September 1, 2019, with a balloon payment of $571,429 on June 1, 2025 and bears interest at LIBOR plus 3.5% per annum.



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Paycheck Protection Program Loans
During the year ended October 3, 2020, subsidiaries (the “Borrowers”) of the Company received loan proceeds from several banks (the “Lenders”) in the aggregate amount of $14,995,000 (the “PPP Loans”) under the Paycheck Protection Program (the “PPP”) of the CARES Act, which was enacted March 27, 2020. In addition, during the 13 weeks ended April 3, 2021, one of our consolidated VIEs received a second draw PPP Loan in the amount of $111,000. The PPP Loans are evidenced by individual promissory notes of each of the Borrowers (together, the “Notes”) in favor of the Lender, which Notes bear interest at the rate of 1.00% per annum. Funds from the PPP Loans may be used only for payroll and related costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations that were incurred by a Borrower prior to February 15, 2020 (the “Qualifying Expenses”). Under the terms of the PPP Loans, some or all of the amounts thereunder, including accrued interest, may be forgiven if they are used for Qualifying Expenses as described in and in compliance with the CARES Act. Each Note may be prepaid by the respective Borrower at any time prior to maturity with no prepayment penalties. No payments of principal or interest are due under the Notes until the date on which the amount of loan forgiveness (if any) under the CARES Act for each respective Note is remitted to the Lender and a forgiveness decision is received by the Borrower. Forgiveness applications can be submitted up to 10 months after the end of the related notes covered period (which is defined as 24 weeks after the date of the loan) (the “Deferral Period”) and the ultimate forgiveness decisions can be made by the Lenders up to 60 days after submitting the applications and possibly longer if forgiveness is fully or partially denied and the Borrower appeals the decision. While the Company and each Borrower used the PPP Loan proceeds exclusively for Qualifying Expenses, it is unclear and uncertain whether the conditions for forgiveness of the PPP Loans outstanding at July 3, 2021 will be met under the current guidelines of the CARES Act. Therefore, we cannot make any assurances that the Company, or any of the Borrowers, will be eligible for forgiveness of the remaining PPP Loans, in whole or in part. Accordingly, based on the above, we have classified $2,439,000 of the PPP Loans as short-term in the consolidated condensed balance sheet as of July 3, 2021.

During the 13 and 39 weeks ended July 3, 2021, $3,195,000 (including $36,000 of accrued interest) and $7,318,000 of PPP Loans (including $63,000 of accrued interest), respectively, were forgiven. To the extent, if any, that any of the remaining PPP Loans are not forgiven, beginning one month following expiration of the Deferral Period, and continuing monthly until 24 months from the date of each applicable Note (the “Maturity Date”), each respective Borrower is obligated to make monthly payments of principal and interest to the Lender with respect to any unforgiven portion of the Notes, in such equal amounts required to fully amortize the principal amount outstanding on such Notes as of the last day of the applicable Deferral Period by the applicable Maturity Date.
Deferred Financing Costs
Deferred financing costs incurred in the amount of $271,000 are being amortized over the life of the agreements using the effective interest rate method and included in interest expense. Amortization expense of approximately $15,000 and $13,000 is included in interest expense for the 13 weeks ended July 3, 2021 and June 27, 2020, respectively. Amortization expense was $47,000 and $33,000 for the 39 weeks ended July 3, 2021 and June 27, 2020, respectively.

9.    COMMITMENTS AND CONTINGENCIES
Leases — The Company leases several restaurants, bar facilities, and administrative headquarters through its subsidiaries under terms expiring at various dates through 2044.2046. 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 an irrevocable letter of credit in the amount of approximately $238,000 as a security deposit under such lease.


LegalProceedings — In the ordinary course of its business, the Company is a party to various lawsuits arising from accidents at its restaurants and workers'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, inof 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.
On May 1, 2018, two former tipped service workers (the “Plaintiffs”), individually and on behalf of all other similarly situated personnel, filed a putative class action lawsuit (the “Complaint”) against the Company and certain subsidiaries as well as certain officers of the Company (the “Defendants”).  Plaintiffs allegealleged, on behalf of themselves and the putative class, that the Company violated certain of the New York State Labor Laws and related regulations.  The Complaint seekssought unspecified money damages, together with interest, liquidated damages and attorney fees.  There has been no discovery onIn December 2020, the merits of the Complaint and the matter is still in the initial stages of discovery concerning whether the named Plaintiffs are seeking to represent an appropriate class of tipped service workers and if so, whether the named Plaintiffs are appropriate class representatives. The Company's Motion to Dismiss the Complaint was denied on June 27, 2019. The Company believes that the allegations and claimsparties reached a settlement agreement
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resolving all issues alleged in the Complaint, are without merit, and it intends to defend itself vigorously in this litigation. However,which received preliminary approval by the outcomes of legal actions are unpredictable and subject to significant uncertainties, and thus it is inherently difficult to determineNew York State Supreme Court, for approximately the probability or quantification of any loss. Based on information currently available, including the Company’s assessment of the facts underlying the Complaint and advice of counsel, the Company recorded an accrual for this matter and related expenses as of June 27, 2020.amount which was previously accrued.


10.STOCK OPTIONS
10.    STOCK OPTIONS
The Company has options outstanding under two2 stock option plans, the 2010 Stock Option Plan (the “2010 Plan”) and the 2016 Stock Option Plan (the “2016 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.
During the 13-week periods ended July 3, 2021 and June 27, 2020, 0 options to purchase shares of common stock were issued by the Company
During the 39-week period ended July 3, 2021, options to purchase 110,500 shares of common stock at an exercise price of $10.65 per share were granted to employees and directors of the Company (the "2021 Grant").  Such options are exercisable as to 50% of the shares commencing on the second anniversary of the date of grant and as to 50% on the fourth anniversary of the date of grant. Such options had an aggregate grant date fair value of $2.22 per share and totaled approximately $246,000.    
During the 39-week period ended June 27, 2020, options to purchase 266,500 shares of common stock at an exercise price of $21.90 per share were granted to employees, directors of the Company and other service providers.  Such options are exercisable as to 50% of the shares commencing on the second anniversary of the date of grant and as to the remaining 50% commencing on the fourth anniversary of the date of grant. The grant date fair value of these stock options was $3.35 per share.
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 our stock, the expected life of the options and the risk freerisk-free interest rate. The assumptions used for the above grant2021 Grant include a risk freerisk-free interest rate of 1.54%0.86%, volatility of 30.3%37.1%, a dividend yield of 5.2%3.0% and an expected life of 10 years.
During the 13-week period ended June 29, 2019, options to purchase 23,000 shares of common stock at an exercise price of $19.61 per share were granted to employees of the Company.  Such options are exercisable as to 50% of the shares commencing on the date of grant and as to an additional 50% commencing on the first anniversary of the date of grant. Such options had an aggregate grant date fair value of $3.48 per share and totaled approximately $80,000.    
During the 13-week period ended June 29, 2019, options to purchase 11,000 shares of common stock at an exercise price of $20.18 per share were granted to employees of the Company.  Such options are exercisable as to 25% of the shares commencing on the first anniversary of the date of grant and 25% on the second, third and fourth anniversary thereof.  Such options had an aggregate grant date fair value of $3.55 per share and totaled approximately $39,000.  
During the 13 weeks ended June 29, 2019, options to purchase 19,500 shares of common stock with a strike price of $12.04 were exercised on a net issue basis as provided in the 2010 Plan. Accordingly, 11,774 shares were immediately repurchased and retired from treasury.
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.


A summary of stock option activity is presented below:
 2021
 SharesWeighted
Average
Exercise
Price
Weighted
Average
Contractual
Term
Aggregate
Intrinsic Value
Outstanding, beginning of period626,500 $20.416.1 years 
Options: 
Granted110,750 $10.65 
Exercised(49,149)$14.40 
Canceled or expired(17,000)$21.05 
Outstanding and expected to vest,
   end of period
671,101 $19.226.3 years$1,383,000 
Exercisable, end of period302,351 $20.103.2 years$399,000 
Shares available for future grant63,750    
 2020
 Shares 
Weighted
Average
Exercise
Price
 
Weighted
Average
Contractual
Term
 
Aggregate
Intrinsic Value
Outstanding, beginning of period363,500
 $19.25 4.7 Years  
Options:       
Granted266,500
 $21.90 
  
Exercised(3,500) $14.40 
  
Canceled or expired
   
  
Outstanding and expected to vest, end of period626,500
 $20.41 6.4 Years $
Exercisable, end of period337,500
 $19.26 3.7 Years $
        
Shares available for future grant174,500
      


Compensation cost charged to operations for the 13 weeks ended July 3, 2021 and June 27, 2020 and June 29, 2019 for share-based compensation programs was approximately $58,000$74,000 and $65,000,$58,000, respectively, and for the 39 weeks ended July 3, 2021 and June 27, 2020 and June 29, 2019 was approximately $113,000$207,000 and $89,000,$113,000, respectively. The compensation cost recognized is classified as a general and administrative expense in the consolidated condensed statements of operations.
As of June 27, 2020,July 3, 2021, there was approximately $834,000$810,000 of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a period of 3.63.2 years.


11.INCOME TAXES


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11.    INCOME TAXES

We calculate our interim income tax provision in accordance with ASC Topic 270, Interim Reporting and ASC Topic 740, Accounting for Income Taxes. At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary year to date earnings. The related tax expense or benefit is recognized in the interim period in which it occurs. In addition, the effecttax effects of unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in enacted tax laws rates or tax status isare recognized discretely in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including the expected operating (loss) income for the year, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current fiscal year. The accounting estimates used to compute income tax expense may change as new events occur, additional information is obtained, or the tax environment changes.


On March 27, 2020, the CARES Act was enacted to provide economic relief to those impacted by the COVID-19 pandemic. TheIn addition to the PPP loans, the CARES Act includes provisions,made various tax law changes including among others, allowing forother things (i) modifications to the carryback offederal net operating loss rules including permitting federal net operating losses generatedincurred in 2018, 2019, and 2020 refunds of alternative minimum tax credits, temporary modificationsyears to be carried back to the limitations placedfive preceding taxable years in order to generate a refund of previously paid income taxes, (ii) enhanced recoverability of AMT tax credit carryforwards, (iii) increased the limitation under Internal Revenue Code ("IRC") Section 163(j) for 2019 and 2020 to permit additional expensing of interest, and (iv) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k).

On December 27, 2020, the Consolidated Appropriations Act of 2021 (“CAA”) was enacted and provided clarification on the tax deductibility of net interest expense,expenses funded with PPP loans as fully deductible for tax purposes. During the 13 and technical amendments regarding39 weeks ended July 3, 2021, the expensingCompany recorded income for financial reporting purposes related to the forgiveness of qualified improvement property.some of its PPP loans. The forgiveness of these PPP loans is not taxable. The income recorded for financial reporting purposes was considered an unusual or infrequent event and the tax effect was recorded discretely in the quarter in which the loans were forgiven.


As a result of the CARES Act and the CAA, the Company is expecting to carrycarried back estimated taxable losses infrom fiscal year 2020 and is expected to previouscarryback taxable losses from fiscal 2021 to generate a refund of previously paid income taxes. As a result of these carrybacks, the Company recorded income tax benefits as the taxable losses from fiscal 2020 and fiscal 2021 are being carried back to tax years in which the Company was subject to a higher federal corporate income tax rates.rate. The Company accounted for this income tax benefitcarryback of taxable losses from fiscal 2021 was recorded as parta component of itsthe estimated annual effective tax rate. The adjustment to the fiscal 2020 carryback was recorded as a discrete item.


The provision for income taxes for the 13-week period ended July 3, 2021 was $4,684,000. The effective tax rate for the 13-week period ended July 3, 2021 of 58.5% differed from the statutory rate of 21% primarily related to changes in the annual effective tax rate as a result of updated forecasts of pre-tax earnings coupled with a discrete tax benefit attributable to the income related to the PPP loan forgiveness which is not taxable for income tax reporting purposes.

The income tax benefit for the 39-week period ended June 27, 2020July 3, 2021 was $(3,213,000)$(155,000). The effective tax rate for the 39-week period ended July 3, 2021 of -2.31% differed from the statutory rate of 21% primarily related to the discrete tax benefit attributable to the income related to the PPP loan forgiveness which is not taxable for income tax reporting purposes.

The income tax benefit for the 13- and 39-week periods ended June 27, 2020 was ($3,118,000) and $(3,213,000), respectively. The effective tax rate for the 13- and 39-week periods ended June 27, 2020 of 52.3% and 53.1%, respectively, differed from the statutory rate of 21% primarily as a result of the tax benefits related to the generation of FICA tax credits and the incremental benefit arising from the ability to carry back thecarryback fiscal 2020 net operating losslosses to prior years when the tax rate was 34%.

The income tax provision for the 39-week period ended June 29, 2019 was $728,000 and includes a discrete tax provision of approximately $304,000 in connection with the settlement of various state and local tax examinations as well as changes in the uncertain tax position liability as a result of lapses in the statute of limitations. The effective tax rate for the 39-week period ended June 29, 2019 of 17.6% differed from the statutory rate of 21% as a result of the tax benefits related to the generation of FICA tax credits, a discrete tax provision in connection with the settlement of various state and local tax examinations offset by changes in the uncertain tax position liability as a result of lapses in the statute of limitations during the interim period ended June 29, 2019.



The Company’s overall effective tax rate in the future will be affected by factors such as changes in tax law, the utilization of state and local net operating loss carryforwards, the generation of FICA tax credits, additional forgiveness of PPP loans and the mix of earnings by state taxing jurisdictions as Nevada does not impose a state income tax, as compared to the other major state and local jurisdictions in which the Company has operations. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates.


12.INCOME PER SHARE OF COMMON STOCK




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12.    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. Our 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:
 13 Weeks Ended39 Weeks Ended
 July 3,
2021
June 27,
2020
July 3,
2021
June 27,
2020
Basic3,522 3,502 3,512 3,500 
Effect of dilutive securities:
     Stock options126 90 
Diluted3,648 3,502 3,602 3,500 
  13 Weeks Ended 39 Weeks Ended
  June 27, June 29, June 27, June 29,
  2020 2019 2020 2019
Basic 3,502
 3,481
 3,500
 3,477
Effect of dilutive securities:        
     Stock options 
 49
 
 54
Diluted 3,502
 3,530
 3,500
 3,531


For the 13-week13- and 39-week periods ended June 27, 2020,July 3, 2021, the dilutive effect of 443,500 options to purchase 129,000 shares of common stock at an exercise price of $14.40 per share, options to purchase 5,000 shares of common stock at an exercise price of $20.26 per share, options to purchase 172,500 shares of common stock at an exercise price of $22.50 per share, options to purchase 20,000 shares of common stock at an exercise price of $22.30 per share, options to purchase 11,000 shares of common stock at an exercise price of $20.18 per share and options to purchase 266,500 shares of common stock at an exercise price of $21.90 per share werewas not included in diluted earnings per share as their impact would be anti-dilutive.


For the 13-week13- and 39-week periods ended June 29, 2019,27, 2020, the dilutive effect of all outstanding options to purchase 209,000 shares of our common stock at an exercise prices ranging from $20.18 per share to $22.50 per share were not0t included in diluted earnings per share as their impact would behave been anti-dilutive.


13.DIVIDENDS
On November 26, 2019, the Board of Directors declared a quarterly dividend of $0.25 per share on the Company’s common stock which was paid on January 7, 2020, to shareholders of record at the close of business on December 16, 2019.
13.    SUBSEQUENT EVENTS
On MarchAugust 3, 2021, New York City became the first U.S. city to require proof of at least one dose of a COVID-19 vaccine for a variety of activities for workers and customers, including indoor dining. The requirements are effective starting on August 16, 2021 with enforcement to begin on September 13, 2020, the Company announced that, in light of the unprecedented circumstances and rapidly changing situation with respect to COVID-19, as part of an overall plan to preserve cash flow, the Board of Directors determined that it was appropriate for the Company to defer payment of the dividend that was declared on March 2, 2020. Payment of such dividend, which was scheduled for April 6, 2020 to shareholders of record on March 16, 2020, was canceled on July 1, 2020 (see Note 14 – Subsequent Events).2021.
The payment of future dividends is at the discretion of the Company’s Board of Directors and is based on future earnings, cash flow, financial condition, capital requirements, changes in U.S. taxation and other relevant factors. The Company does not expect to pay quarterly cash dividends for the foreseeable future as a result of the disruption to its operations from the COVID-19 pandemic.

14.SUBSEQUENT EVENTS
Cancellation of Dividend
As a result of disruption tothese new requirements, the Company's operations from the COVID-19 pandemic, Company temporarily closed Clyde Frazier's Wine & Dine on July 1, the Board of Directors unanimously approved the cancellation of the divided that was declared on March 2, 2020.August 8, 2021.
































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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


The following discussion summarizesThis section and other parts of this Quarterly Report on Form 10-Q ("Form 10-Q") contain forward-looking statements, within the significantmeaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"), which are subject to known and unknown risks, uncertainties and other important factors affectingthat may cause actual results to be materially different from the consolidated operatingstatements made herein. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results financial condition, liquidityof operations, plans, objectives, future performance and cash flows of our Companybusiness. You can identify forward-looking statements by the fact that they do not relate strictly to any historical or current facts. These statements may include words such as of"aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "outlook," "potential," "project," "projection," "plan," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and for the periods presented below. other similar expressions. All forward-looking statements are expressly qualified in their entirety by these cautionary statements.
The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended September 28, 2019 (our "Annual Report")October 3, 2020 and the unaudited consolidated condensed financial statements and the accompanying notes thereto included herein.in Part I, Item 1 of this Form 10-Q. All information presented herein is based on our fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years and the associated quarters, months and periods of those fiscal years.
COVID-19 Pandemic
On March 11, 2020, in light of the rapid spread of the novel Coronavirus (“COVID-19” or "Coronavirus"), the World Health Organization declared the COVID-19 outbreak to be a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has significantly disrupted consumer demand, as well as the Company’s restaurant operations. Following the pandemic declaration in March 2020, federal, stateadversely affected, and local governments beganis expected to respondcontinue to the public health crisis by requiring social distancing, "stay at home" directives, and mandatory closure of all ofadversely affect, our locations.

As a result of state and local governments lifting “stay at home” orders and mandatory shut-down requirements in May and June 2020, the Company has reopened: (i) all of its properties located in Florida and Alabama, (ii) its operations in the New York-New York Hotel & Casino Resort in Las Vegas, (iii) Sequoia in Washington, DC, (iv) The Porch at Bryant Park in New York, NY, (v) Bryant Park Grill and Café in New York, NY, and (vi) El Rio Grande in New York, NY at varying levels of limited capacity as allowed by federal, state and local governments.

Due to the impact of the COVID-19 pandemic, during the 13 and 39 weeks ended June 27, 2020, the Company has temporarily closed several restaurants, typically for one to five days. The Coronavirus has caused unprecedented business disruptions, especially in the hospitality industry. Although we have experienced some recovery from the initial impact of COVID-19, the long-term impact of COVID-19 on the economy and on our business remains uncertain, the duration and scope of which cannot currently be predicted.
As a result of these developments, the Company is experiencing a significant negative impact on its revenues, results of operations and cash flows, which could negatively impact its ability to meet its obligations overfinancial results for the next 12 months. However, we believe that our existing cash balances, which include the proceeds from Paycheck Protection Program loans (see Note 7 - Notes Payable) and actions taken by management since mid-March 2020, set out below and otherwise, will be sufficient to meet our liquidity and capital spending requirements through August 12, 2021.
In response to the business disruption and liquidity concerns caused by the COVID-19 pandemic, the Company has taken the following actions, which management expects will enable it to meet its obligations over the next 12 months:
While restaurants were closed or continue to be closed, we furloughed all hourly employees and approximately 95% of salaried restaurant management personnel, while enacting salary reductions for all remaining restaurant management personnel.
As restaurants re-open, restaurants management salaries were restored to 70% of pre-pandemic amounts. If a location is producing sustained cash flow, restaurant management salaries were restored to 100% of pre-pandemic amounts.
Initially reduced the pay of all corporate and administrative staff by 50% to 75% and senior management salaries by 75% to 95%, and temporarily suspended all board fees.foreseeable future. As of June 27, 2020, most corporate salaries have been restored to 65% of pre-pandemic levels.
Entered into a Payment Suspension Agreement with its bank which deferred aggregate principal payments of $675,000 due on June 1, 2020 to the respective loan maturity dates. In addition, the bank agreed to relaxed financial covenants through fiscal Q3 2021.
Canceled the payment of the $0.25 dividend declared on March 2, 2020.
Suspended future dividend payments until such time as the Board deems appropriate to reinstate.
Canceled or delayed all non-essential capital expenditures.
Suspended the vast majority of lease payments for the months of April, May and June 2020 and through August 2020 for all locations that are still closed and is currently in negotiations for rent concessions, abatements and deferrals with its landlords to reduce these lease payments. While most landlords have agreed to certain concessions subsequent to quarter end, there can be no assurance that the Company will be successful in obtaining all of the relief it is seeking.


Certain Company subsidiaries applied for and received a total of approximately $15.0 million of loans under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020.
Utilized additional provisions of the CARES Act to obtain tax savings as well as the deferral of our portion of social security taxes to future years.
Due to the rapid development and fluidity of this situation, the management cannot determine the ultimate impact that the COVID-19 pandemic will have on the Company’s consolidated financial condition, liquidity, future results of operations, suppliers, industry, and workforce and therefore any prediction as to the ultimate material adverse impact on the Company’s consolidated financial condition, liquidity, and future results of operations is uncertain. The disruption in operations has led the Company to consider the impact of the COVID-19 pandemic on its liquidity, debt covenant compliance, and recoverability of long-lived and ROU assets, goodwill and intangible assets, among others. In addition, we cannot predict how soon we will be able to reopenJuly 3, 2021, all of our restaurants at fullhave re-opened and currently, national, state and local jurisdictions have removed their capacity restrictions on businesses and therefore our abilityrestaurants are serving customers in our dining rooms without social distancing requirements. However, we cannot predict whether we will be required to reopenlimit capacity or close again in the future, as these decisions will depend in partprimarily on the actions of a number of governmental bodies over which we have no control. Moreover, onceIt is possible additional outbreaks could require us to reduce our capacity, implement social distancing or further suspend our in-restaurant dining operations, and there is no guarantee that state and local jurisdictions, that have currently eased restrictions, are lifted, it is unclear how quickly customers will returnnot reverse or roll-back the restrictions, as many have done in the past. Additionally, our restaurant operations have been and could continue to our restaurants, which may be a functiondisrupted by employee staffing issues because of continued concerns over safety and/illness, fear of contracting COVID-19 or depressed consumer sentimentcaring for family members due to adverse economic conditions, including job losses. If theseCOVID-19, or for other reasons. Furthermore, we remain in regular contact with our major suppliers and while to date we have not experienced significant disruptions continue,in our supply chain due to COVID-19, we could see significant future disruptions should the impacts of COVID-19 extend for a considerable amount of time.
As a result of the COVID-19 pandemic, the Company expectsexperienced a continued materialsignificant negative impact on its consolidated financial condition, futurerevenues, results of operations and liquidity. The extentcash flows, and has a working capital deficiency of such negative impact$(2,134,000) as of July 3, 2021. However, we believe that our existing cash balances, current banking facilities and cash provided by operations will be determined, in part, by the longevitysufficient to meet our liquidity and severity of the pandemic.capital spending requirements through August 18, 2022.
Overview
As of June 27, 2020,July 3, 2021, the Company owned and operated 2018 restaurants and bars, 17 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.
The consolidated condensed statements of operations for the 13 and 39 weeks ended June 27, 2020July 3, 2021 include revenues and income (loss) of approximately $646,000$2,141,000 and $6,126,000$4,582,000 and $(307,000)$432,000 and $316,000,$887,000, respectively, related to JB's on the BeachBlue Moon Fish Company, which was acquired on May 15, 2019. As of December 29, 2018, the Company determined that it would not be able to operate Durgin-Park profitably due to decreased traffic at the Faneuil Hall Marketplace in Boston, MA, where it was located, and rising labor costs. As a result, included in the consolidated condensed statement of income for the 39 weeks ended June 29, 2019 are losses on closure in the amounts of $1,106,000 consisting of: (i) impairment of trademarks in the amount of $721,000, (ii) accelerated depreciation of fixed assets in the amount of $333,000, and (iii) write-offs of prepaid and other expenses in the amount of $52,000. The restaurant closed on January 12, 2019.1, 2020.
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 including the current year ending October 3, 2020 will contain 53 weeks. The periods ended July 3, 2021 and June 27, 2020 and June 29, 2019 each included 13 and 39 weeks.


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Seasonality
The Company has substantial fixed costs that do not decline proportionately with sales. At our properties located in the northeast, the first and second fiscal quarters, which include the winter months, usually reflect lower customer traffic than in the third and fourth fiscal quarters. However, sales in the third and fourth fiscal quarters can be adversely affected by inclement weather due to the significant amount of outdoor seating at the Company’s restaurants.
Results of Operations
The Company’s operating income for the 13 weeks ended July 3, 2021 was $5,113,000, as compared to an operating loss of $(5,623,000) for the 13 weeks ended June 27, 2020 was $(5,623,000), as compared to operating income of $4,731,000 for the 13 weeks ended June 29, 2019.2020. This decreaseincrease resulted primarily from the government mandated closurestrong performance of our Florida, Alabama and Las Vegas operations in the current period combined with the fact that all of our restaurants in March 2020properties were closed for the majority of the prior period and operated at limited capacity when they reopened as a result of government mandates in connection with the COVID-19 pandemic and a $364,000 loss on the termination of a lease.

pandemic.
The Company’s operating income for the 39 weeks ended July 3, 2021 was $309,000, as compared to an operating loss of $(5,123,000) for the 39 weeks ended June 27, 2020 was $(5,123,000) as compared to operating income of $5,114,000 for the 39 weeks ended June 29, 2019 which included a loss of $1,106,000 relating to the closure of Durgin-Park located in Boston, MA.2020. This decreaseincrease also resulted primarily from the government mandated closurestrong performance of our Florida, Alabama and Las Vegas operations in the current quarter combined with the fact that all of our restaurants in March 2020properties were closed for the majority of the third quarter of the prior fiscal year and operated at limited capacity when they reopened as a result of government mandates in connection with the COVID-19 pandemic and a $364,000 loss on the termination of a lease.



In addition to the decrease in restaurant revenue from the mandatory closures and operating at varying levels of limited capacity, the Company estimates that it incurred approximately $2,300,000 and $3,000,000 of costs directly related to COVID-19 during the 13 and 39 weeks ended June 27, 2020 consisting primarily of payments to employees for paid-time off during restaurant closures, inventory waste, and rent and rent related costs for closed restaurants from the day that they closed.
Recently, there has been a significant increase in reported COVID-19 cases in certain states, including Florida and Alabama, where we have significant locations. This has resulted in some local governments responding by taking additional measures, including implementing a further reduction of in-restaurant capacity in certain locations. Although this is a developing situation, to this point these capacity reductions have not had a significant impact on our overall sales trends. We continue to monitor and adhere to local restrictions and are maintaining elevated safety measures, including additional sanitation and disinfecting practices and the use of gloves and facial protection for our employees.pandemic.
The following table summarizes the significant components of the Company’s operating results for the 13- and 39- week39-week periods ended July 3, 2021 and June 27, 2020 and June 29, 2019:2020:
13 Weeks EndedVariance39 Weeks EndedVariance
July 3,
2021
June 27,
2020
$%July 3,
2021
June 27,
2020
$%
(in thousands)(in thousands)
REVENUES:
Food and beverage sales$42,137 $6,907 $35,230 510.1 %$87,207 $82,850 $4,357 5.3 %
Other revenue828 292 536 183.6 %1,824 1,866 (42)-2.3 %
Total revenues42,965 7,199 35,766 496.8 %89,031 84,716 4,315 5.1 %
COSTS AND EXPENSES:
Food and beverage cost of sales12,676 1,847 10,829 586.3 %26,382 22,366 4,016 18.0 %
Payroll expenses12,304 3,701 8,603 232.5 %29,345 31,925 (2,580)-8.1 %
Occupancy expenses4,251 3,004 1,247 41.5 %11,248 12,274 (1,026)-8.4 %
Other operating costs and expenses4,737 852 3,885 456.0 %11,077 11,834 (757)-6.4 %
General and administrative expenses2,802 2,437 365 15.0 %7,625 7,888 (263)-3.3 %
Loss on termination of lease— — — — %— 364 (364)-100.0 %
Depreciation and amortization1,082 981 101 10.3 %3,045 3,188 (143)-4.5 %
Total costs and expenses37,852 12,822 25,030 195.2 %88,722 89,839 (1,117)-1.2 %
OPERATING INCOME (LOSS)$5,113 $(5,623)$10,736 190.9 %$309 $(5,123)$5,432 106.0 %
 13 Weeks Ended Variance 39 Weeks Ended Variance
 June 27,
2020
 June 29,
2019
 $ % June 27,
2020
 June 29,
2019
 $ %
 (in thousands)     (in thousands)    
REVENUES: 
  
  
  
        
Food and beverage sales$6,907
 $43,888
 $(36,981) -84.3 % $82,850
 $118,212
 $(35,362) -29.9 %
Other revenue292
 919
 (627) -68.2 % 1,866
 2,455
 (589) -24.0 %
Total revenues7,199
 44,807
 (37,608) -83.9 % 84,716
 120,667
 (35,951) -29.8 %
COSTS AND EXPENSES:               
Food and beverage cost of sales1,847
 11,714
 (9,867) -84.2 % 22,366
 31,982
 (9,616) -30.1 %
Payroll expenses3,701
 14,864
 (11,163) -75.1 % 31,925
 41,948
 (10,023) -23.9 %
Occupancy expenses3,004
 4,246
 (1,242) -29.3 % 12,274
 13,058
 (784) -6.0 %
Other operating costs and expenses852
 4,840
 (3,988) -82.4 % 11,834
 15,051
 (3,217) -21.4 %
General and administrative expenses2,437
 3,238
 (801) -24.7 % 7,888
 8,840
 (952) -10.8 %
Loss on termination of lease
 
 
 N/A
 364
 
 364
 100.0 %
Loss on closure of Durgin-Park
 
 
 N/A
 
 1,106
 (1,106) -100.0 %
Depreciation and amortization981
 1,174
 (193) -16.4 % 3,188
 3,568
 (380) -10.7 %
Total costs and expenses12,822
 40,076
 (27,254) -68.0 % 89,839
 115,553
 (25,714) -22.3 %
OPERATING INCOME (LOSS)$(5,623) $4,731
 $(10,354) -218.9 % $(5,123) $5,114
 $(10,237) -200.2 %

Revenues
During the Company’s 13-week period ended June 27, 2020,July 3, 2021, revenues decreased 83.9%increased 496.8% as compared to revenues in the 13-week period ended June 29, 2019.27, 2020. This decreaseincrease resulted primarily from the government mandated closure of all of our restaurantsproperties operating with no capacity restrictions in March 2020the current period combined with the fact that all of our properties were closed for the majority of the prior period and operated at limited re-openings beginning in late May 2020capacity when they reopened as a result of government mandates in connection with the COVID-19 pandemic.



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Food and Beverage Same-Store Sales
On a Company-wide basis, same-store sales decreased 84.3%increased 455.0% during the third fiscal quarter of 20202021 as compared to the same period last year as follows:
 13 Weeks EndedVariance
 July 3,
2021
June 27,
2020
$%
(in thousands)
Las Vegas$12,144 $1,462 $10,682 730.6 %
New York5,501 125 5,376 4,300.8 %
Washington, D.C.3,192 166 3,026 1,822.9 %
Atlantic City, NJ554 — 554 N/A
Connecticut103 — 103 N/A
Alabama5,073 2,436 2,637 108.3 %
Florida13,873 3,098 10,775 347.8 %
Same-store sales40,440 7,287 $33,153 455.0 %
Other1,697 (380)  
Food and beverage sales$42,137 $6,907   
 13 Weeks Ended Variance
 June 27,
2020
 June 29,
2019
 $ %
 (in thousands)    
Las Vegas$1,462
 $11,952
 $(10,490) -87.8 %
New York125
 11,859
 (11,734) -98.9 %
Washington, DC166
 4,282
 (4,116) -96.1 %
Atlantic City, NJ
 1,645
 (1,645) -100.0 %
Connecticut
 476
 (476) -100.0 %
Alabama2,436
 4,322
 (1,886) -43.6 %
Florida2,452
 7,516
 (5,064) -67.4 %
Same-store sales6,641
 42,052
 $(35,411) -84.2 %
Other266
 1,836
  
  
Food and beverage sales$6,907
 $43,888
  
  


A discussion ofThe increases in same-store sales has not been presented for the 13-week period ended June 27, 2020July 3, 2021 as it is not meaningfulcompared to the same period of the prior year are the result of all of our properties operating with no capacity restrictions in the current period combined with the fact that all of our properties were closed for the majority of the prior period and operated at limited capacity when they reopened as a result of the government mandated closure of all of our restaurants in March 2020 and limited re-openings beginning in late May 2020mandates in connection with the COVID-19 pandemic.
Costs and Expenses
Costs and expenses for the 1313- and 39 weeks39-weeks ended July 3, 2021 and June 27, 2020 and June 29, 2019 were as follows (in thousands):
13 Weeks Ended
July 3,
2021
%
to Total
Revenues
13 Weeks Ended
June 27,
2020
%
to Total
Revenues
Increase
(Decrease)
39 Weeks
Ended
July 3,
2021
%
to Total
Revenues
39 Weeks
Ended
June 27,
2020
%
to Total
Revenues
Increase
(Decrease)
$%$%
Food and beverage cost of sales$12,676 29.5 %$1,847 25.7 %10,829 586.3 %$26,382 29.6 %$22,366 26.4 %4,016 18.0 %
Payroll expenses12,304 28.6 %3,701 51.4 %8,603 232.5 %29,345 33.0 %31,925 37.7 %(2,580)-8.1 %
Occupancy expenses4,251 9.9 %3,004 41.7 %1,247 41.5 %11,248 12.6 %12,274 14.5 %(1,026)-8.4 %
Other operating costs and expenses4,737 11.0 %852 11.8 %3,885 456.0 %11,077 12.4 %11,834 14.0 %(757)-6.4 %
General and administrative expenses2,802 6.5 %2,437 33.9 %365 15.0 %7,625 8.6 %7,888 9.3 %(263)-3.3 %
Loss on termination of lease— — %— — %— — %— — %364 0.4 %(364)-100.0 %
Depreciation and amortization1,082 2.5 %981 13.6 %101 10.3 %3,045 3.4 %3,188 3.8 %(143)-4.5 %
Total costs and expenses$37,852 $12,822 $25,030 $88,722 $89,839 $(1,117)
 
13 Weeks Ended
June 27,
2020
%
to Total
Revenues
13 Weeks Ended
June 29,
2019
%
to Total
Revenues
Increase
(Decrease)
 
39 Weeks
Ended
June 27,
2020
%
to Total
Revenues
39 Weeks
Ended
June 29,
2019
%
to Total
Revenues
Increase
(Decrease)
 $ % $ %
Food and beverage cost of sales$1,847
25.7%$11,714
26.1%(9,867) -84.2 % $22,366
26.4%$31,982
26.5%(9,616) -30.1 %
Payroll expenses3,701
51.4%14,864
33.2%(11,163) -75.1 % 31,925
37.7%41,948
34.8%(10,023) -23.9 %
Occupancy expenses3,004
41.7%4,246
9.5%(1,242) -29.3 % 12,274
14.5%13,058
10.8%(784) -6.0 %
Other operating costs and expenses852
11.8%4,840
10.8%(3,988) -82.4 % 11,834
14.0%15,051
12.5%(3,217) -21.4 %
General and administrative expenses2,437
33.9%3,238
7.2%(801) -24.7 % 7,888
9.3%8,840
7.3%(952) -10.8 %
Loss on termination of lease
%
%
 N/A
 364
0.4%
%364
 100.0 %
Loss on closure of Durgin-Park
%
%
 N/A
 
%1,106
0.9%(1,106) -100.0 %
Depreciation and amortization981
13.6%1,174
2.6%(193) -16.4 % 3,188
3.8%3,568
3.0%(380) -10.7 %
Total costs and expenses$12,822
 $40,076
 $(27,254)   $89,839
 $115,553
 $(25,714)  


Food and beverage costs as a percentage of total revenues for the 13 weeks13- and 39-weeks ended June 27, 2020July 3, 2021 increased as compared with the same period of last year primarily as a result of inventory write-offs required as a result of the government mandated closures of all of our restaurants in March 2020 in connection with the COVID-19 pandemic. Food and beverage costs as a percentage of total revenues for the 39 weeks ended June 27, 2020 decreased as compared with the same period of last year as a result of a better mix of catering versus a la carte business at our larger properties (through the respective closure date) combined with menu price increases partially offset by increases in food costs of seafood and inventory write-offs required as a result of the government mandated closures of all of our restaurants in March 2020 in connection with the COVID-19 pandemic.other high-volume items.


Payroll expenses as a percentage of total revenues for the 1313- and 39 weeks39-weeks ended June 27, 2020 increasedJuly 3, 2021 decreased as compared with the same periodsperiod of last year primarily as a result of retaining key restaurant management personnel at reduced salaries fromwith lower corresponding revenues in the respective closure date through the end of the quarter with no or limited corresponding revenuesprior period as a result of the government mandated closures ofand/or capacity restrictions at all of our restaurants in March 2020 in connection with the COVID-19 pandemic.


Occupancy expenses as a percentage of total revenues for the 1313- and 39 weeks39-weeks ended June 27, 2020 increasedJuly 3, 2021 decreased as compared with the same periodsperiod of last year primarily as a result of accrued rentsthe fixed nature of many of these expenses and having no or limitedlower sales fromin the respective closure date through the end of the quarterprior period as a result of the government mandated closures of all of our restaurants in March 2020 in connection with the COVID-19 pandemic.

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Other operating costs and expenses as a percentage of total revenues for the 1313- and 39 weeks39-weeks ended June 27, 2020July 3, 2021 as compared to the same period of last year increaseddecreased primarily as a result of the fixed nature of some of these expenses and lower sales in the prior period as a result of the COVID-19 pandemic, decreased maintenance at properties where we are experiencing lower traffic and increased professional fees at the restaurant-level.restaurant-level in the prior periods.


General and administrative expenses (which relate solely to the corporate office in New York City) as a percentage of total revenues for the 13 and 39 weeks13-weeks ended June 27, 2020July 3, 2021 increased as compared with the same periodsperiod of last year primarily as a result of retainingheadcount and salary reductions of corporate personnel at temporarily reduced salaries fromin the respective closure date through the end of the quarter with no or limited corresponding revenuesprior period as a result of the government mandated closuresimpacts on our business from the COVID-19 pandemic. General and administrative expenses for the 39-weeks ended July 3, 2021 decreased as compared with the same period of alllast year primarily as a result of lower legal fees in the current period partially offset by headcount and salary reductions of corporate personnel in the prior period as a result of the impacts on our restaurants in March 2020 in connection withbusiness from the COVID-19 pandemic.


Depreciation and amortization expense for the 1313-weeks ended July 3, 2021 increased as compared to the same period of last year primarily as a result of assets placed in service in the current period. Depreciation and 39 weeksamortization expense for the 39-weeks ended June 27, 2020July 3, 2021 decreased as compared to the same period of last year primarily as a result of lower charges in the current period as a result of asset impairments in the fourthfirst quarter of 2019 and second quarter of 2020 partially offset by depreciation on improvements placed in service in fiscal 2019.

2020.

Income Taxes


We calculate our interim income tax provision in accordance with ASC Topic 270, Interim Reporting and ASC Topic 740, Accounting for Income Taxes. At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary year to date earnings. The related tax expense or benefit is recognized in the interim period in which it occurs. In addition, the effecttax effects of unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in enacted tax laws rates or tax status isare recognized discretely in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including the expected operating (loss) income for the year, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current fiscal year. The accounting estimates used to compute income tax expense may change as new events occur, additional information is obtained, or the tax environment changes.


On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES ActAct") was enacted to provide economic relief to those impacted by the COVID-19 pandemic. TheIn addition to the PPP loans, the CARES Act includes provisions,made various tax law changes including among others, allowing forother things (i) modifications to the carryback offederal net operating loss rules including permitting federal net operating losses generatedincurred in 2018, 2019, and 2020 refunds of alternative minimum tax credits, temporary modificationsyears to be carried back to the limitations placedfive preceding taxable years in order to generate a refund of previously paid income taxes, (ii) enhanced recoverability of AMT tax credit carryforwards, (iii) increased the limitation under IRC Section 163(j) for 2019 and 2020 to permit additional expensing of interest, and (iv) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k).

On December 27, 2020, the Consolidated Appropriations Act of 2021 (“CAA”) was enacted and provided clarification on the tax deductibility of net interest expense,expenses funded with PPP loans as fully deductible for tax purposes. During the 13 and technical amendments regarding39-weeks ended July 3, 2021, the expensingCompany recorded income for financial reporting purposes related to the forgiveness of qualified improvement property.some of its PPP loans. The forgiveness of these PPP loans is not taxable. The income recorded for financial reporting purposes was considered an unusual or infrequent event and the tax effect was recorded discretely in the quarter in which the loans were forgiven.


As a result of the CARES Act and the CAA, the Company is expecting to carrycarried back estimated taxable losses infrom fiscal year 2020 and is expected to previouscarryback taxable losses from fiscal 2021 to generate a refund of previously paid income taxes. As a result of these carrybacks, the Company recorded income tax benefits as the taxable losses from fiscal 2020 and fiscal 2021 are being carried back to tax years in which the Company was subject to a higher federal corporate income tax rates.rate. The Company accounted for this income tax benefitcarryback of taxable losses from fiscal 2021 was recorded as parta component of itsthe estimated annual effective tax rate. The adjustment to the fiscal 2020 carryback was recorded as a discrete item.


The provision for income taxes for the 13-week period ended July 3, 2021 was $4,684,000. The effective tax rate for the 13-week period ended July 3, 2021 of 58.5% differed from the statutory rate of 21% primarily related to changes in the annual effective tax rate as a result of updated forecasts of pre-tax earnings coupled with a discrete tax benefit attributable to the income related to the PPP loan forgiveness which is not taxable for income tax reporting purposes.

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The income tax benefit for the 39-week period ended June 27, 2020July 3, 2021 was $(3,213,000)$(155,000). The effective tax rate for the 39-week period ended July 3, 2021 of -2.31% differed from the statutory rate of 21% primarily related to the discrete tax benefit attributable to the income related to the PPP loan forgiveness which is not taxable for income tax reporting purposes.

The income tax benefit for the 13- and 39-week periods ended June 27, 2020 was ($3,118,000) and $(3,213,000), respectively. The effective tax rate for the 13 and 39-week periods ended June 27, 2020 of 52.3% and 53.1%, respectively, differed from the statutory rate of 21% primarily as a result of the tax benefits related to the generation of FICA tax credits and the incremental benefit arising from the ability to carry back thecarryback fiscal 2020 net operating losslosses to prior years when the tax rate was 34%.

The income tax provision for the 39-week periods ended June 29, 2019 was $728,000 and includes a discrete tax provision of approximately $304,000 in connection with the settlement of various state and local tax examinations as well as changes in the uncertain tax position liability as a result of lapses in the statute of limitations. The effective tax rate for the 39-week period ended June 29, 2019 of 17.6% differed from the statutory rate of 21% as a result of the tax benefits related to the generation of FICA tax credits, a discrete tax provision in connection with the settlement of various state and local tax examinations offset by changes in the uncertain tax position liability as a result of lapses in the statute of limitations during the interim period ended June 29, 2019.


The Company’s overall effective tax rate in the future will be affected by factors such as changes in tax law, the utilization of state and local net operating loss carryforwards, the generation of FICA tax creditscredits. additional forgiveness of PPP loans and the mix of earnings by state taxing jurisdictions as Nevada does not impose a state income tax, as compared to the other major state and local jurisdictions in which the Company has operations. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates.
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 and retail store operations,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 June 27, 2020,July 3, 2021, we had a cash and cash equivalents balance of $20,725,000.$18,280,000.
Our liquidity may be adversely affected by a number of factors, including a decrease in customer traffic or average check per customer due to changes in economic conditions.
COVID-19 Pandemic
In response to the uncertain market conditions resulting from the COVID-19 pandemic, we have enhanced our liquidity position through the following measures:
Fully drew down our Revolving Facility as of June 9, 2020.


Entered into a Payment Suspension Agreement with our bank which deferred aggregate principal payments of $675,000 due on June 1, 2020 to the respective loan maturity dates.
Although we were in compliance with all of our financial covenants under our Revolving Facility, our lender agreed to relaxed financial covenants through fiscal Q3 2021.
Canceled the payment of the $0.25 dividend declared on March 2, 2020.
Suspended future dividend payments until such time as the Board deems appropriate to reinstate.
Canceled or delayed all non-essential capital expenditures.
Suspended the vast majority of lease payments for the months of April, May and June 2020 and through August 2020 for all locations that are still closed and we are currently in negotiations for rent concessions, abatements and deferrals with our landlords to reduce these lease payments. While some landlords have agreed to certain concessions, there can be no assurance that the Company will be successful in obtaining all of the relief it is seeking.
Certain Company subsidiaries applied for and received approximately $15.0 million of loans under the Paycheck Protection Program of the CARES Act, which was enacted March 27, 2020.
Utilized additional provisions of the CARES Act to obtain tax savings as well as the deferral of our portion of social security taxes to future years.


The Company had a working capital deficiency of $5,610,000$(2,134,000) at June 27, 2020July 3, 2021 as compared with a deficiency of $(4,373,000)$(3,234,000) at September 28, 2019.October 3, 2020. This increase resulted primarily from the proceeds of borrowings under the Paycheck Protection Program of $15.0 millioncash provided by operations offset by the recognition of $6,222,000 of current operating lease liabilitiesa change in our debt maturities in connection with the adoptionconversion of ASC 842 on September 29, 2019.our revolving credit borrowings to term loans. We believe that our existing cash balances combined with measures taken due to COVID-19 pandemic described above,and current banking facilities will be sufficient to meet our liquidity and capital spending requirements and finance our operating activities for at least the next 12 months.

Our liquidity has been adversely affected primarily by decreased customer traffic as a result the government mandated closures and capacity restrictions at all our of restaurants in connection with the COVID-19 pandemic.

The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our operations and financial results for the foreseeable future. As of July 3, 2021, all of our restaurants have re-opened and currently, national, state and local jurisdictions have removed their capacity restrictions on businesses and therefore our restaurants are serving customers in our dining rooms without social distancing requirements. However, we cannot predict whether we will be required to limit capacity or close again in the future, as these decisions will depend primarily on the actions of a number of governmental bodies over which we have no control. It is possible additional outbreaks could require us to reduce our capacity, implement social distancing or further suspend our in-restaurant dining operations, and there is no guarantee that state and local jurisdictions, that have currently eased restrictions, will not reverse or roll-back the restrictions, as many have done in the past. Additionally, our restaurant operations have been and could continue to be disrupted by employee staffing issues because of illness, fear of contracting COVID-19 or caring for family members due to COVID-19, or for other reasons. Furthermore, we remain in regular contact with our major suppliers and while to date we have not experienced significant disruptions in our supply chain due to COVID-19, we could see significant future disruptions should the impacts of COVID-19 extend for a considerable amount of time.

Due to the fluidity of the COVID-19 pandemic, management cannot determine the ultimate impact that it will have on the Company’s consolidated financial condition, liquidity, future results of operations, suppliers, industry, and workforce and therefore any prediction as to the ultimate material adverse impact on the Company’s consolidated financial condition, liquidity, and future results of operations is uncertain. The disruption in operations has led the Company to consider the impact of the COVID-19 pandemic on its liquidity, debt covenant compliance, and recoverability of long-lived and ROU assets, goodwill and intangible assets, among others. If these disruptions were to re-occur, they could have a material negative impact on our consolidated financial condition, future results of operations and liquidity. The extent of such negative impact will be determined, in part, by the longevity and severity of the pandemic.


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Cash Flows for 39 Weeks Ended July 3, 2021 and June 27, 2020 and June 29, 2019
Net cash used inprovided by operating activities for the 39 weeks39-weeks ended June 27, 2020 decreasedJuly 3, 2021 increased to ($251,000)$6,648,000 as compared to $6,752,000 provided by$(2,510,000) used in operations in the same period of last year. This decreaseincrease was attributable to an increase in operating income as a result of the impacts of government mandated closures of our restaurants in March 2020continued recovery from the COVID-19 pandemic and changes in net working capital primarily related to accounts receivable, inventory and accounts payable and accrued expenses.
Net cash used in investing activities for the 39 weeks39-weeks ended July 3, 2021 and June 27, 2020 was $(3,455,000) and June 29, 2019 was $(1,986,000) and $(2,575,000), respectively, and resulted primarily from purchases of fixed assets at existing restaurants.restaurants and, in the current period, the cash portion of the purchase price of the Blue Moon Fish Company acquisition.
Net cash provided by (used in)used in financing activities for the 39 weeks39-weeks ended June 27, 2020 and June 29, 2019July 3, 2021 of $18,044,000 and $(3,613,000), respectively,$(1,799,000) resulted primarily from the payment of dividends, principal payments on notes payable and the payment of distributions to non-controlling interests and inpartially offset by proceeds from stock option exercises.
Net cash provided by financing activities for the current period39-weeks ended June 27, 2020 of $18,044,000 resulted primarily from borrowings under our credit facility and the proceeds from PPP Loans.
On November 26, 2019,loans partially offset by principal payments on notes payable and the Board of Directors declared a quarterly dividend of $0.25 per share on the Company’s common stock which was paid on January 7, 2020, to shareholders of record at the close of business on December 16, 2019.
On March 13, 2020, the Company announced that, in light of the unprecedented circumstances and rapidly changing situation with respect to COVID-19, as part of an overall plan to preserve cash flow, the Board of Directors determined that it was appropriate for the Company to defer payment of the dividend that was declared on March 2, 2020. Payment of such dividend, which was scheduled for April 6, 2020 to shareholders of record on March 16, 2020, was canceled on July 1, 2020.dividends.
The payment of future dividends is at the discretion of the Company’s Board of Directors and is based on future earnings, cash flow, financial condition, capital requirements, changes in U.S. taxation and other relevant factors. The Company does not expect to pay quarterly cash dividends for the foreseeable future as a result of the disruption to its operations from the COVID-19 pandemic.





Recent Restaurant Expansions and Other Developments


On May 15, 2019,December 1, 2020, the Company, through a newly formed, wholly-owned subsidiary, acquired the assets of JB's on the Beach,Bear Ice, Inc. and File Gumbo Inc., which collectively operated a restaurant and bar named Blue Moon Fish Companylocated in Deerfield Beach, Florida for $7,036,000.Lauderdale-by-the-Sea, FL. The acquisition is accounted for as a business combination andtotal purchase price of $2,820,000 was financedpaid with a bank loan from the Company’s existing lendercash in the amount of $7,000,000$1,820,000 and cash from operations.a four-year note held by the sellers in the amount of $1,000,000 payable monthly with 5% interest. Concurrent with the acquisition, the Company entered into a 20 yearassumed the related lease (with a five yearwhich expires in 2026 and has four five-year extension option) for the restaurant facility and parking lot with the former owner of JB's on the Beach, who is also the owner of the underlying real estate.options. Rent payments under the lease are $600,000approximately $360,000 per year and increase by approximately 15% as each option is exercised.
On January 26, 2021, the Company exercised its right-of-first-refusal to acquire the land, building and parking lot associated with 10%JB’s on the Beach and immediately contributed such rights and interest to an unrelated entity ("Newco") that purchased the properties on March 22, 2021. In exchange, the Company received a 5% interest in Newco, as defined, which plans future development of the sites. In addition, all rights and privileges under the current lease were assigned to Newco, as landlord and the lease terms remain unchanged.
Our restaurants generally do not achieve substantial increases every five years.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.
During 2019,Recent Restaurant Dispositions
On November 13, 2020, the Company was advised by the landlord of our food courtthat it would have to vacate Gallagher’s Steakhouse and Gallagher’s Burger Bar at the Hard RockResorts Casino Hotel located in Atlantic City, NJ which were on a month-to-month, no rent lease. The closure of these properties occurred on January 2, 2021 and Hoteldid not result in Hollywood, Florida,a material charge to the Company’s operations.

As of January 2, 2021, the Company determined that, they were exercising theirgiven the current situation, it will not reopen Thunder Grill in Washington, D.C. which has been closed since March 20, 2020. This closure did not result in a material charge to the Company’s operations.
Investment in and Receivable from New Meadowlands Racetrack
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 the purchase of an additional membership interest in Meadowlands Newmark, LLC resulting in a total ownership of 11.6% of Meadowlands Newmark, LLC,
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and an effective ownership interest in NMR of 7.4%, subject to dilution. In 2015, the Company invested an additional $222,000 in NMR and in February 2017, the Company invested an additional $222,000 in NMR, both as a result of capital calls with no change in ownership, bringing its total investment to $5,108,000.
In addition to the Company’s ownership interest in NMR, if casino gaming is approved at the Meadowlands and NMR is granted the right to relocate our space, at their sole cost, as contractually agreedconduct said gaming, the Company shall be granted the exclusive right to operate the food and beverage concessions in the original lease. The new facilities were completed on September 16, 2019, on which date we closed our existing locationgaming 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 openedbeverage concessions serving the new facilities. The Company recordedraceway facilities (the “Racing F&B Concessions”) located in the valuenew 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 renovationsRacing 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.
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 January 31, 2024. The note may be prepaid, in whole or in part, at any time without penalty or premium. On July 13, 2016, the Company made by the landlord, which includes leasehold improvements and furniture, fixtures and equipment,an additional loan to Meadowlands Newmark, LLC in the amount of $5,474,000$200,000. Such amount is subject to the same terms and conditions as the original loan as discussed above. The principal and accrued interest related to this note in the amounts of $1,807,000 and $1,766,000 are included in Investment In and Receivable from New Meadowlands Racetrack in the consolidated condensed balance sheets at July 3, 2021 and October 3, 2020, respectively.
On June 7, 2018, the New Jersey State Legislature voted to legalize sports betting at casinos and racetracks in the state. Pursuant to this legislation NMR opened a sports book in partnership with FanDuel, a corresponding increase in deferred rent.leading provider of daily fantasy sports.
Notes Payable – Bank
On June 1, 2018, the Company refinanced (the "Refinancing") its then existing indebtedness with its current lender, Bank Hapoalim B.M. (“BHBM”), by entering into an amended and restated credit agreement (the “Revolving Facility”), which was to mature on May 19, 2022 (as extended). The net book valueRevolving Facility provides for total availability of the existing leasehold improvements relatinglesser of (i) $10,000,000 and (ii) $35,000,000 less the then aggregate amount of all indebtedness and obligations to the original locationBHBM. On July 26, 2021, all outstanding Revolver Borrowings, in the amount of $918,000 is being reflected$9,666,000, were converted to a promissory note with quarterly principal payments of $500,000 commencing on September 1, 2021, with a balloon payment of $2,166,000 on June 1, 2025. Such note bears interest at LIBOR plus 3.5% per annum. We expect that the LIBOR rate will be discontinued at some point during 2021 and to work with BHBM to identify a suitable replacement rate and amend our debt agreements to reflect this new reference rate accordingly. We do not expect the discontinuation of LIBOR as a reductionreference rate in our debt agreements to have a material adverse effect on our financial position or materially affect our interest expense.
Borrowings under the Revolving Facility, which include the promissory notes as discussed in Note 8 of deferred rentthe consolidated condensed financial statements, 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 Revolving Facility also requires, among other things, that the Company meet minimum quarterly tangible net worth amounts, maintain a minimum fixed charge coverage ratio and meet minimum annual net income amounts. The Revolving Facility 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.
On June 12, 2020 and again on February 15, 2021, as a straight-line basis overresult of the remaining lease term.impact of the COVID-19 pandemic on our business, BHBM agreed to modified financial covenants through fiscal Q2 2022. The Company was in compliance with all of its financial covenants under the Revolving Facility as of July 3, 2021.

Paycheck Protection Program Loans
During 2019,the year ended October 3, 2020, subsidiaries (the “Borrowers”) of the Company received loan proceeds from several banks (the “Lenders”) in the aggregate amount of $14,995,000 (the “PPP Loans”) under the Paycheck Protection Program (the “PPP”) of the CARES Act, which was advised byenacted March 27, 2020. In addition, during the landlord13-weeks ended April 3, 2021, one of our food court at the Hard Rock Casino and Hotel in Tampa, Florida, that they were exercising their right to renovate the front of the house space, at their sole cost, as contractually agreed to in the original lease. In connection with this renovation we closed our existing facilities on June 2, 2019 and re-opened the renovated facilities on September 28, 2019. The Company recorded the value of the renovations made by the landlord, which includes leasehold improvements and furniture, fixtures and equipment,consolidated VIEs received a second draw PPP Loan in the amount of $3,179,000 with a corresponding increase in deferred rent.$111,000. The net book valuePPP Loans are evidenced by individual promissory notes of each of the existing leasehold improvements relatingBorrowers (together, the “Notes”) in favor of the Lender, which Notes bear interest at the rate of 1.00% per annum. Funds from the PPP Loans may be used only for payroll and related costs, costs used to continue group health
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care benefits, mortgage payments, rent, utilities, and interest on other debt obligations that were incurred by a Borrower prior to February 15, 2020 (the “Qualifying Expenses”). Under the original locationterms of the PPP Loans, some or all of the amounts thereunder, including accrued interest, may be forgiven if they are used for Qualifying Expenses as described in and in compliance with the CARES Act. Each Note may be prepaid by the respective Borrower at any time prior to maturity with no prepayment penalties. No payments of principal or interest are due under the Notes until the date on which the amount of $459,000loan forgiveness (if any) under the CARES Act for each respective Note is being reflectedremitted to the Lender and a forgiveness decision is received by the Borrower. Forgiveness applications can be submitted up to 10 months after the end of the related notes covered period (which is defined as a reduction24 weeks after the date of deferred rent on a straight-line basis overthe loan) (the “Deferral Period”) and the ultimate forgiveness decisions can be made by the Lenders up to 60 days after submitting the applications and possibly longer if forgiveness is fully or partially denied and the Borrower appeals the decision. While the Company and each Borrower used the PPP Loan proceeds exclusively for Qualifying Expenses, it is unclear and uncertain whether the conditions for forgiveness of the PPP Loans outstanding at July 3, 2021 will be met under the current guidelines of the CARES Act. Therefore, we cannot make any assurances that the Company, or any of the Borrowers, will be eligible for forgiveness of the remaining lease term.PPP Loans, in whole or in part.

Upon adoption of ASC 842, the unamortized Hollywood and Tampa balances were reclassified as ROU assets in the net amount of $1,071,000 and are being amortized to lease expense on a straight-line basis over the remaining terms of the respective leases.

The Company is in the process of developing three restaurants in Easton, Ohio in partnership with the landlord of the facility. Included in fixed assets are costs of approximately $500,000 in connection with the project. The Company expects the properties to open in fiscal 2021 and 2022.
Recent Restaurant Dispositions
As of December 29, 2018, the Company determined that it would not be able to operate Durgin-Park profitably due to decreased traffic at the Faneuil Hall Marketplace in Boston, MA, where it is located, and rising labor costs. As a result, included in the Statements of Operations forDuring the 13 and 39 weeks ended June 29, 2019 are losses on closure inJuly 3, 2021, $3,195,000 (including $36,000 of accrued interest) and $7,318,000 of PPP Loans (including $63,000 of accrued interest), respectively, were forgiven. To the amounts of $39,000 and $1,106,000, respectively, consisting of: (i) impairment of trademarks in the amount of $721,000, (ii) accelerated depreciation of fixed assets in the amount of $333,000, and (iii) write-offs of prepaid and other expenses in the amount of $52,000. The restaurant closed on January 12, 2019.
On April 2, 2020, the Company advised the landlord of a catering space in New York, NYextent, if any, that we would be terminating the lease. In connection with this notification, the Company recorded a loss of $364,000 at March 28, 2020, consisting of rent accrued in accordance with the termination provisionsany of the lease, the write-offremaining PPP Loans are not forgiven, beginning one month following expiration of the unamortized balanceDeferral Period, and continuing monthly until 24 months from the date of purchased leasehold rights, our security depositeach applicable Note (the “Maturity Date”), each respective Borrower is obligated to make monthly payments of principal and interest to the new book valueLender with respect to any unforgiven portion of fixed assets.the Notes, in such equal amounts required to fully amortize the principal amount outstanding on such Notes as of the last day of the applicable Deferral Period by the applicable Maturity Date.
Other Recent Events

On August 3, 2021, New York City became the first U.S. city to require proof of at least one dose of a COVID-19 vaccine for a variety of activities for workers and customers, including indoor dining. The requirements are effective starting on August 16, 2021 with enforcement to begin on September 13, 2021.
Cancellation of Dividend
As a result of disruption tothese new requirements, the Company's operations from the COVID-19 pandemic, Company temporarily closed Clyde Frazier's Wine & Dine on July 1, the Board of Directors unanimously approved the cancellation of the divided that was declared on March 2, 2020.August 8, 2021.
Critical Accounting Policies
The preparation of financial statements requires the application of certain accounting policies, which may require the Company to make estimates and assumptions of future events. In the process of preparing its consolidated condensed financial statements, the Company estimates the appropriate carrying value of certain assets and liabilities, which are not readily apparent from other sources. The primary estimates underlying the Company’s consolidated condensed financial statements include projected cash flows, allowances for potential bad


debts on accounts and notes receivable, assumptions regarding discount rates related to lease accounting, the useful lives and recoverability of its assets, such as property and intangibles, fair values of financial instruments, the realizable value of its tax assets and other matters. Management bases its estimates on certain assumptions, which it believes are reasonable in the circumstances, and actual results could differ from those estimates. Although management does not believe that any change in those assumptions in the near term would have a material effect on the Company’s consolidated condensed financial position or the results of operations, differences in actual results could be material to the consolidated condensed financial statements.
The Company’s critical accounting policies are described in the Company’s Form 10-K for the year ended September 28, 2019.October 3, 2020. There have been no significant changes to such policies during fiscal 20202021 other than those disclosed in Note 1 to the consolidated condensed financial statements.
Recently Adopted and Issued Accounting Standards
See Note 1 to the consolidated condensed financial statements for a description of recent accounting pronouncements, including those adopted in fiscal 20202021 and the expected dates of adoption of new accounting standards and the anticipated impact on the consolidated condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable


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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective as of June 27, 2020July 3, 2021 to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
As a result of governmental imposed closures of all of our facilities due to the COVID-19 pandemic, weThere have had to makebeen no changes to the operating methods of some of our internal controls. For example, moving from manual sign-offs / in-person meetings to electronic sign-offs and electronic communications such as email and telephonic / or video conference due to out-of-office working arrangements. However, the design ofin our internal control framework/objectives over financial reporting is unchanged(as defined in Rules 13a-15(f) and 15d-15(f) of the Company does not believeExchange Act) that these changesoccurred during the third quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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.

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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Except as otherwise provided below, the Company is not subject to pending legal proceedings, other than ordinary claims incidental to its business, which the Company does not believe will materially impact results of operations.
On May 1, 2018, two former tipped service workers (the “Plaintiffs”), individually and on behalf of all other similarly situated personnel, filed a putative class action lawsuit (the “Complaint”) against the Company and certain subsidiaries as well as certain officers of the Company (the “Defendants”).  Plaintiffs allegealleged, on behalf of themselves and the putative class, that the Company violated certain of the New York State Labor Laws and related regulations.  The Complaint seekssought unspecified money damages, together with interest, liquidated damages and attorney fees.  There has been no discovery onIn December 2020, the merits of the Complaint and the matter is still in the initial stages of discovery concerning whether the named Plaintiffs are seeking to represent an appropriate class of tipped service workers and if so, whether the named Plaintiffs are appropriate class representatives. The Company's Motion to Dismiss the Complaint was denied on June 27, 2019. The Company believes that the allegations and claimsparties reached a settlement agreement resolving all issues alleged in the Complaint, are without merit, and it intends to defend itself vigorously in this litigation. However,which received preliminary approval by the outcomes of legal actions are unpredictable and subject to significant uncertainties, and thus it is inherently difficult to determineNew York State Supreme Court, for approximately the probability or quantification of any loss. Based on information currently available, including the Company’s assessment of the facts underlying the Complaint and advice of counsel, the Company recorded an accrual for this matter and related expenses as of June 27, 2020. amount which was previously accrued.
Item 1A. Risk Factors
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6.    Exhibits
31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32    Certificate of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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
__________________________


* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:August 11, 202017, 2021
ARK RESTAURANTS CORP.
By:/s/ Michael Weinstein
Michael Weinstein
Chairman & Chief Executive Officer
(Principal Executive Officer)
By:/s/ Anthony J. Sirica
Anthony J. Sirica
Chief Financial Officer
(Authorized Signatory and Principal
Financial and Accounting Officer)


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