Greetings. Welcome to the Ark Restaurants' Fourth Quarter 2020 Results Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. Please note, this conference call is being recorded. I will now turn the conference over to your host, Sonal Shah. You may begin.

Thank you, operator. Good morning, and thank you for joining us on our conference call for the fourth fiscal quarter ended October 3, 2020. My name is Sonal Shah, and I'm General Counsel of Ark Restaurants. With me on the call today is Michael Weinstein, our Chairman and CEO; Vinny Pascal, our Chief Operating Officer; and Anthony Sirica, our Chief Financial Officer; For those of you who have not yet obtained a copy of our press release, it was issued over the newswires yesterday, and is available on our website. To review the full text of that press release, along with the associated financial tables, please go to our homepage at www.arkrestaurants.com. Before we begin, however, I'd like to read the Safe Harbor statement. I need to remind everyone that part of our discussion this morning will include forward-looking statements and that these statements are not guarantees of future performance, and therefore, undue reliance should not be placed on them. We refer everyone to our filings with the Securities and Exchange Commission for a more detailed discussion of the risks that may have a direct bearing on our operating results, performance and financial condition. I'll now turn the call over to Michael.

Hi, everybody. So, to discuss revenue by each part of the country, Florida has been pretty much consistently open from June when they allowed us to reopen, some restrictions are in place. But revenue coming from Florida, even though the restrictions included, at various times, shortened hours or -- and still include 50% occupancy, most of our restaurants are in Broward County, So, it's 50% occupancy indoors, closer spacing, outdoors, but we are experiencing pretty good volume levels given the pandemic. And I would take a guess that in any given week, if you took all these Florida properties together, we're probably down 20% as a whole from pre-COVID conditions. So, Florida has been quite good in generating cash flow. The only thing that we are a little disappointed in is the volumes at JB’s, which is a spectacular beach location, but JB’s tends to have a significant portion of its business to be an older clientele. And we think they’ve just abandoned the idea of eating out, even if it's in outdoor cafes. Alabama has been very good. Again, once they lifted restrictions, we were still operating under 50% guidelines for indoor dining, but both of our restaurants in Alabama have done curbside pickup and they’re busy. I would say to you that during the summer when the Gulf Shores was in season, we were exceeding volumes that we had the prior year, somewhat because of curbside delivery, but just people are looking for things to do. And restaurants in Alabama seemed to be that alternative, which replaces any other social activity. Las Vegas, we were doing well until recently. We're right now in the slowest part of our season in Vegas historically, but Vegas has put a 25% cap on indoor dining and on the number of rooms…

Sure. Okay. There’s someone on the line that has a lot of background noise, if they can mute their phone. It’s a little difficult to hear on the phone. So, a couple of things. As of year-end, we had $16.8 million of cash. We currently have about $13 million in change of cash. The reduction has to do with the acquired restaurant in Florida called Blue Moon Fish Company and purchase price there was about $1.7 million of cash with the balance to $1 million in notes payable over four years at 5% interest. We made principal payments on our debt facilities and our notes for another $700,000. We had some CapEx to get the barge installed and operational. Obviously, we had some losses. Our debt is $45 million, which includes $30 million to our lender, which consists of a revolving credit facility of $10 million and $20 million in term notes related to purchases of restaurants over the last four or five years. The other $15 million is the PPP loans. As we discussed in prior filings, we have received approximately $15 million. We expect to start the forgiveness process at the beginning of the New Year on a bunch of the loans. We are looking at the current legislation that came out yesterday that was approved by Congress last night that's waiting for Trump's signature. It's 5,600 pages. I've managed to narrow it down to a couple of 100 pages that impact us. The biggest takeaway right now is, the Congress has overridden the IRS in its effort to make the forgiveness of the PPP loans taxable. So, if I could just go back on the CARES Act, was what came out as law in March, the PPP loan forgiveness was intended to not be taxable, meaning that…

Alright. Thank you, Anthony. I think that's a good explanation. So, we think our balance sheet is in good shape now with the NOLs carry back in that $3 million, which is our expectation, putting back on our balance sheet to granting of the PPP money. What Anthony said, there are other things in there. We’re not sure of this, but it seems to be something that could be tangible for us. The original PPP loans were meant for payroll and rent. And this bill seems to expand it to include costs of goods sold. So, to the extent that we had cost of goods sold that can be included as part of the grant, our expectation is some $10 million in grants may go up by a few million dollars which means $5 million -- we took in $15 million all in total in PPP money.

Yes. Could I jump in, Michael?

Yes. Sure.

Yes. So, the point there is that the way the law was constructed, you had to spend the PPP money within 24 weeks of the money hitting your bank account. For the New York restaurants and D.C., the majority of the money came-in in early May. So, we essentially had until mid-October to spend the money on payroll and rents and utilities. That was very difficult considering, number one, the restaurants didn't open until the end of June or the end of July. They opened initially in New York just with outdoor dining, indoor dining was limited to 25% So, we could not -- we didn't have the volumes to -- in order to have the payroll to use all of the money by the end of the covered period. I think what this legislation is saying that -- So, we were saying okay, if we're able to use 30%, 40% of the money on payroll and rent, the other 70% or 60% we either will return the money or we'll keep it as a loan. What Michael is saying is that percentage may go up based on our current -- new legislation as it appears to have inventory -- perishable inventory purchases are now included in the eligible expenses that had to be expended during the covered period.

Thank you for the better explanation, Anthony. So, all that being said, I'm happy to take questions.

[Operator Instruction]. Our first question is from Milan Mehta with Value Investment Principals.

I would just like to know if the acquisition that was announced in December, will it be EPS accretive and FF positive?

Alright. So, we bought a restaurant that historically is strong up 15% to 20% of its revenues in positive cash flow. Revenues used to be $6 million. So, the $2.7 million purchase price, $1.7 million down and $1 million over four years in equal installments. If you were buying that $1 million in cash flow, you would think that this was a very cheap purchase. The restaurant is in Fort Lauderdale on one of the canals. We validated what the sales of other similar restaurants are in the area who are situated also on the canals. And this was, by the way, throwing now $6 million a year for some 20 years, pre-pandemic. For whatever reason, we were able to reach this price with the sellers, two good guys, fishermen who have established the restaurant 26 years ago. They didn't want to do it anymore. The revenues are obviously down for no other reason than the restrictions that are imposed on the restaurant. It has the capacity to do much more volume. We think we can improve their cost of goods sold and improve the quality at the same time. We've been operating in about 2 weeks. Its volume is sort of in line right now with the volumes that was seen at other restaurants in Fort Lauderdale in that area. So, I would tell you, until we get in there and really take a look at payroll and what influence we can have on cost of goods sold, we don't know that we're as of yet throwing off any cash -- positive cash flow, I think we are, but it's not empirical yet. And there’s work to be done. But I can tell you that we're very happy with the sales at this point. In 2 weeks they're like probably down 20%, 22% from their historic sales. So, that's in line with everything else we're doing. So, we think we made a very good purchase. So, as the pandemic lifts and people restore to their old habits, I think we've got something that could be significantly beneficial to us.

Our next question is from Roger Lipton with Lipton Financial services.

Good summary. The PPP loans, So, the cost of goods possibility, will that -- is the hope that, that would allow you to use up the entire $15 million?

Yes. I don't know if it will be the entire $15 million, but it will definitely be higher than what we were estimating. We were figuring about $10 million, $11 million would be forgiven. That will go up if I'm reading this right. Again, I want to go through it a couple of more times and consult with our external auditors and a couple of other firms that are probably studying this as we speak. But yes, I mean, we'll get -- we will definitely get closer to the $15 million.

And going forwards, and again, it's early and you're studying it. So, what's your hope? I was a little confused with the old bill versus the new bill changes. So, the hope in terms of the new bill is what?

Well, the new bill adds in the food purchases. But it adds it in -- it appears it adds it in retroactively back to when the CARES Act was. That's what I meant by that. And then there are additional loan opportunities, there's another -- I don't know, $300 billion of loans available. And I want to see -- I haven't gotten to the part in the law yet as to who is eligible for those loans, if Ark is eligible and then how you determine the amounts if you have prior PPP loans, I would assume there's caps and calculations and things of that nature. So, I haven't gotten to all that yet. But we will figure that out over the next couple of weeks.

So, you don't know yet to what extent, if at all, you'll be able to access the new money?

No, we don't know. We don't know yet.

Okay. That's helpful. And obviously, $15 million reduction of your balance -- of debt off your balance sheet, $11 million to $15 million is okay, right? So...

Yes. Yes.

What about -- Michael, you didn't refer to the online betting situation. Anything at all? I mean the states...

I was going to talk about that afterwards, but I can just say it now without a problem. So, we're on an on-diluted basis somewhere around the 10%, 11% holder of a limited partnership interest in the new Meadowlands Racetrack in Northern New Jersey. We took that position almost 5 years ago. I guess, we have about $5.5 million, $6 million involved in that, Anthony, between equity and loans?

Yes. Yes.

We took that position because we thought the situation in Atlantic City was eroding dramatically and that the state would have to, at some point, issue a casino license in the Northern part of New Jersey, the density being significant. And what we were looking at was New York State saying at that time, 5 years ago, that in 7 years they were going to have downstate gaming, which caused MGM to buy Yonkers. And Aqueduct is active as a partial casino right now, mostly slots. So, we thought Jersey would have to respond. The partners in Meadowlands were annually fulfilling a cash call because the thing was losing money. We were operating the food, pro bono. We weren't making money on it. We weren't losing money on it. That still exists. And then came sports betting. And Jersey was the first one to approve sports betting and went to the Supreme Court and the Supreme Court allowed it. And our lives changed dramatically, and it's, I think, the largest grossing sports betting venue in the United States right now. There are days where we do $10 million in handle, and So, it's throwing off cash, significant cash, pre-pandemic and even during the pandemic. The -- we don't see that cash. It's not distributed. So, Anthony, am I right on the accounting? We don't show any revenue or K-1 income from that, correct?

Correct. This is a cost method investment. We show -- to the extent we get cash, we would show it as a dividend.

Right. So, that's been -- we've had some interest paid on our notes, but not significant. So, what we're hoping is that New York accelerates because of New York's budget deficit with the pandemic. We're hoping that New York accelerates downstate gaming from 2023 to 2021. There's some indication Cuomo may do that. We believe the minute he does that, New Jersey will have to respond. And the Meadowlands is actually closer from Downtown, New York than either Aqueduct or Yonkers in terms of the time it takes to get there. So, we're very hopeful. Hard Rock is one of our partners. And they would be the operator of the casino. Initially, it was thought that we would have to have a partner that operated in Atlantic City Casino, somebody that was licensed as our partner to Meadowlands. Hard Rock has since in sort of defense of their ability to be the operator, both the old Taj Mahal and operates as a Hard Rock in Atlantic City, an investment I'm sure they're not happy with right now. But it did put them in a position to be the operator of the casino in the Meadowlands if that should recur. So, that's basically what's going on there. There is -- the New Meadowlands LLC is operating at a positive cash flow right now, So, there are no cash calls on us. And to some degree, we're getting interest on our outstanding loan to the facility.

Okay. So, we just hope -- we’re just waiting that Cuomo -- and then presumably, that would -- I mean, everybody is desperate for money. So, presumably…

Yes, we think it triggers it. And we also think we're by far the best site available in Northern New Jersey for a casino.

[Operator Instructions]. And our next question is from Bruce Geller from Geller Ventures.

I'd like to go back to the deal that you announced, the economics of that sound quite attractive, particularly as the world gets back to normal. Do you see other opportunities like this right now? I know there's So, many restaurants that are just barely hanging on. I would -- while this probably isn't the best time to go out and spend a lot of money, at the same time, there's probably some opportunities that are priced at levels that you may never see again. So, I'm just curious if there's other opportunities like that, that you could take advantage of right now, if you wanted to? And if so, what are your plans in terms of how aggressive you get in doing that? And then how do you address the capital needs of doing that? Because again, while, it's a tough time to make big bets, it does seem like this -- there could be a positive stair-step function for the company here to take advantage of some of these situations and betting on the world, getting back to normal next year.

So, Bruce, let me take it from the micro, this one deal. As you know, our preference has become to buy restaurants that own the property on which they sit. We did that in Alabama. We did at Rustic. We did it with Shuckers, JB’s, we didn't -- we were -- we have an option on the property. I don't know that we'll ever be able to get it at the price that we think we would pay. But it did come with a very cheap 25-year lease. So, for intensive purposes, we feel like we own that. Blue Moon also comes with a very strong 26-year lease. The first 15 years are at basically a 6% rent. And that it sort of accelerates in the last 11 years. But the first 15 years are more than a reasonable rent. And it's a property we can never own. And truth is a restaurant that none of the principals of Ark has seen. We were shown this by a broker who we knew. We have management down in Rustic and JB’s, who are nearby, who we relied on. We also have friends that live there that go to that restaurant Blue Moon. And everybody appraised it as it's really a great location, great spot, great decor, great food. That's all we kept hearing. And the problem was how to buy it? Because the price we felt was a bargain. We were able to extend this one-time with our bank to allow us to use existing credit line to make this kind of purchase. But that's gone. We have a conservative bank, and I think you would agree that most banks aren't lending to restaurant companies. It's impossible to figure out how -- or it was impossible to figure out how to…

Sure. That all makes sense. I read somewhere recently. I don't know if this is true, what your view is, but something like 17% of all restaurants in the U.S. had closed during the pandemic. If that's a true number, is there the potential that even if the world doesn't fully come back to normal, that business could actually be better -- really better than expectations just because supply has gone down So, much?

Well, it depends upon the venue. I would tell you that in New York City, which we know pretty well, the number of highly recognizable names that have gone out of business permanently is astounding to me. But when you think about it logically, a lot of those names were one-off for an owner, an independent restaurant or who own one or two restaurants. And their business has been decimated. Nobody understands, other than people in our business, I believe, what this has done to the employees, being out of business for 3 months, coming back, now having to go back on unemployment again. A lot of the base that we draw from has moved back to other areas of the country where they came from. They came to New York for a particular reason and school, culture, the arts, whatever it is, and they were employed by us as waiters, waitresses, barbacks, bar tenders, whatever. Well, now they're living in an expensive city. The reasons for coming are gone. They went back home. Even with our outdoor cafes, we had difficulty finding waiters and waitresses to work in. We have a lot of Hispanic population in our kitchens. A lot of them gone into construction. Construction industry has been very strong in New York. And we had 2 sous chefs at ROBERT who left and they are working in construction, they aren’t coming back. The restaurant industry doesn't provide them with consistent salary. So, everybody is sort of on edge. And So, there are 2 things I could tell you about New York. The Controller's Office in Manhattan, fully expects 50% of all restaurants to go permanently out of business in New York City. That's what they're saying. Do I think it's that bad? No. But if you said…

And we have reached the end of the question-and-answer session. And I'll now turn the call over to Michael Weinstein for closing remarks.

Alright. Thank you, everybody. Obviously, we're out of the office. So, we have somebody there every day to mail, but nobody is taking up the phones. If anybody has a question, and I'm happy to take answer -- try to answer it. My cell number is 646-322-9197. So, feel free to call during business hours on that number, I'm happy to take calls. I wish you all well for the holiday season and stay well physically and emotionally. It's been a tough grind for everybody. I hope your families are all well, and we'll speak to you in the next quarter. Thanks again for attending this.

And this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.