What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-13 compared with 2025-02-11 · 138 added, 67 removed, 108 unchanged (65% of the section changed)

9 unchanged sentences

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.

Recent Developments

Bryant Park Grill & Cafe and The Porch at Bryant Park

The Company's agreements with the Bryant Park Corporation (the “Landlord”), (a private non-profit corporation that operates and maintains Bryant Park under agreements with the City of New York Department of Parks & Recreation) for the Bryant Park Grill & Cafe expired on April 30, 2025 and for The Porch at Bryant Park expired on March 31, 2025.

In July of 2023 (for the Bryant Park Grill & Cafe ) and September of 2023 (for The Porch at Bryant Park ), the Company received requests for proposals (the "RFPs") from the Landlord to which we responded on October 26, 2023.

The agreements offered under the RFPs for both locations were for new 10-year agreements, with one five-year renewal option.

In the second quarter of 2025, the Landlord stated publicly that it had selected a new operator for the Bryant Park Grill & Café and The Porch at Bryant Park.

However, to the best of our knowledge, no agreements between the Landlord and the selected operator have received the approvals of either the City of New York Department of Parks & Recreation or the New York Public Library, both of which are required before any new lease can become effective.

Management has been working with outside advisors in assisting with our efforts to obtain the extensions by ensuring the RFP awards process was both fair and transparent.

On March 28, 2025, we filed a complaint in New York State Supreme Court (the "Court"), alleging among other things, that the bid process conducted by the Landlord was defective, failed to comply with the provisions of the agreements underlying the Landlord’s right to operate Bryant Park and violated applicable law;

that, a lease was being awarded to a lower bidder with a limited, unsuccessful track record in the hospitality business;

and that the award of the Cafe lease violated our right of first lease under our lease agreements.

As part of the relief sought, we are requesting that the Court declare that, under the circumstances presented, the Landlord was required to accept—and should have accepted —our submitted bids.

In addition, on March 28, 2025, we also filed a motion for a preliminary injunction in Court to enjoin the Landlord from commencing legal proceedings to evict the Company from the Bryant Park Grill & Café and The Porch at Bryant Park premises.

On April 24, 2025, the Court denied the motion.

We have filed a notice of appeal of the ruling.

On April 29, 2025, we also filed a motion for a preliminary injunction in the New York State Supreme Court, Appellate Division, First Department.

That motion is now pending.

While the Company has received a “notice to quit” the premises, no lawsuit has been commenced against the Company to terminate its tenancy.

As of the date of this filing, we continue to operate the above properties as a holdover tenant and intend to do so until we are either awarded the lease extensions or ordered to vacate the premises.

The underlying lawsuit filed by the Company to protect its right continues, and we will pursue all available options to protect the Company's interests.

Management, after consultation with legal counsel, is unable to predict the outcome of this matter at this time.

While the outcome of these proceedings cannot be predicted with certainty, The Bryant Park Grill & Cafe and The Porch at Bryant Park , collectively, accounted for $12.7 million and $13.6 million of our total revenues for the 26 weeks ended March 28, 2025 and March 29, 2024, respectively, which represented approximately 15.0% and 15.1% of our total revenue for such periods, respectively.

The Company’s inability to extend or renew these leases on favorable terms, if at all, could have a material adverse effect on our business, financial condition, and results of operations.

Inflation and Other Matters

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Some of these measures may have an adverse impact on our business, including possible impairments of assets.

The Company's agreements with the Bryant Park Corporation (the “Landlord”), (a private non-profit entity that manages Bryant Park under agreements with the New York City Department of Parks & Recreation) for the Bryant Park Grill & Cafe and The Porch at Bryant Park expire on April 30, 2025.

During July 2023 (for the Bryant Park Grill & Cafe ) and September 2023 (for The Porch at Bryant Park ), the Company received requests for proposals (the "RFPs") from the Landlord to which we responded on October 26, 2023.

The agreements offered under the RFPs for both locations are for new 10-year agreements, with one five-year renewal option.

On January 27, 2025, at a public local community board meeting, the Landlord stated that it had selected a new operator for both locations, although no agreements have been signed.

Any such agreements must be approved by both the New York City Department of Parks & Recreation and the New York Public Library.

Management continues to work with its outside advisors who have been assisting with our efforts to obtain the extensions by ensuring the RFP awards process was both fair and transparent.

We intend to pursue all available options to protect the Company's interests.

As of December 28, 2024, the Company owned and operated 16 restaurants and bars, 12 fast food concepts and catering operations, exclusively in the United States, that have similar economic characteristics, nature of products and service, class of customer and distribution methods.

As of March 29, 2025, the Company owned and operated 16 restaurants and bars, 12 fast food concepts and catering operations, exclusively in the United States, that have similar economic characteristics, nature of products and service, class of customer and distribution methods.

The Company believes it meets the criteria for aggregating its operating components into a single operating segment in accordance with applicable accounting guidance.

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Under this method certain years will contain 53 weeks.

The periods ended December 28, 2024 and December 30, 2023 each included 13 weeks.

The periods ended March 29, 2025 and March 30, 2024 each included 13 and 26 weeks.

The Company has substantial fixed costs that do not decline proportionally with sales.

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however, in recent years this has been partially offset by our locations in Florida as they experience increased results in the winter months.

We generally achieve our best results during the warm weather,

attributable to our extensive outdoor dining availability, particularly at Bryant Park in New York and Sequoia in Washington, D.C.

We generally achieve our best results during the warm weather, attributable to our extensive outdoor dining availability, particularly at Bryant Park in New York and Sequoia in Washington, D.C.

(our largest restaurants) and our outdoor cafes.

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Results of Operations

The Company’s operating income for the 13 weeks ended December 28, 2024 (which includes a loss on the closure of El Rio Grande of $146,000 and a gain on the termination of our Tampa Food Court lease of $5,235,000) increased 254.9% as compared to the same period of the prior year.

Excluding the El Rio Grande closure loss and the Tampa Food Court lease termination gain, operating income of $600,000 for the 13 weeks ended December 28, 2024 decreased 62.6% as compared to the same period of the prior year.

We attribute this decrease primarily to a decrease in same store sales as discussed below combined with continued inflationary pressures in most areas as well as minimum wage increases.

The following table summarizes the significant components of the Company’s operating results for the 13-week periods ended December 28, 2024 and December 30, 2023:

13 Weeks Ended Variance

2024 December 30,

(in thousands)

The Company's operating loss for the 13 weeks ended March 29, 2025 (which includes a gain on the closure of El Rio Grande of $140,000 and a goodwill impairment charge of $3,440,000) increased 284.1% as compared to an operating loss in the same period of the prior year.

Excluding the El Rio Grande closure gain and the goodwill impairment charge, the operating loss of $1,317,000 for the 13 weeks ended March 29, 2025 increased 9.6% as compared to an operating loss in the same period of the prior year.

The Company's operating income for the 26 weeks ended March 29, 2025 (which includes a loss on the closure of El Rio Grande of $5,000, a gain on the termination of our Tampa Food Court lease of $5,235,000, and a goodwill impairment charge of $3,440,000) increased 167.6% as compared to the same period of the prior year.

Excluding the El Rio Grande closure loss, the Tampa Food Court lease termination gain, and the goodwill impairment charge, the operating loss of $717,000 for the 26 weeks ended March 29, 2025 compared to operating income of $401,000 for March 30, 2024, decreased of 278.8%.

The following table summarizes the significant components of the Company’s operating results for the 13- and 26-week periods ended March 29, 2025 and March 30, 2024:

13 Weeks Ended Variance 26 Weeks Ended Variance

2025 March 30,

2024 $ % March 29,

2025 March 30,

(in thousands) (in thousands)

Food and beverage sales $ 39,123 $ 41,188 $ (2,065) -5.0 % $ 83,566 $ 87,818 $ (4,252) -4.8 %

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Depreciation and amortization 701 1,057 (356) -33.7 % 1,479 2,149 (670) -31.2 %

Loss on closure of El Rio Grande 146 — 146 N/A

(Gain) Loss on closure of El Rio

(140) — (140) N/A 5 — 5 N/A

Gain on closure of Tampa Food

(5,235) — (5,235) N/A

— — — N/A (5,235) — (5,235) N/A

Goodwill impairment 3,440 — 3,440 N/A 3,440 — 3,440 N/A

Total costs and expenses 44,342 43,459 883 2.0 % 83,641 89,342 (5,701) -6.4 %

OPERATING INCOME $ 5,689 $ 1,603 $ 4,086 254.9 %

During the 13-week period ended December 28, 2024, revenues decreased 5.3% as compared to revenues for the 13-week period ended December 30, 2023.

OPERATING INCOME (LOSS) $ (4,617) $ (1,202) $ (3,415) 284.1 % $ 1,073 $ 401 $ 672 167.6 %

During the 13- and 26-week periods ended March 29, 2025, revenues decreased 6.0% and 5.6%, respectively, as compared to revenues for the 13- and 26-week periods ended March 30, 2024.

We attribute this decrease primarily to the decreases in same-store sales discussed below and the closures of El Rio Grande and the Tampa Food Court .

Food and Beverage Same-Store Sales

On a Company-wide basis, same-store sales decreased 2.3% during the 13 weeks ended December 28, 2024 as compared to the same period of last year as follows:

On a Company-wide basis, same-store sales increased 0.4% during the 13 weeks ended March 29, 2025 as compared to the same period of last year as follows:

13 Weeks Ended Variance

2024 December 30,

2025 March 30,

(in thousands)

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Food and beverage sales $ 39,123 $ 41,188

Same-store sales in Las Vegas increased 1.3% which we attribute primarily to an increase in our event business at the New York-New York Hotel and Casino.

Same-store sales in New York decreased 8.1% which we attribute primarily to a decrease in revenue from our event business.

Same-store sales in Washington, D.C.

decreased 4.2% which we attribute primarily to lower headcounts.

Same-store sales in Atlantic City, NJ decreased 11.3% which we attribute primarily to lower than expected customer traffic at the property where we are located.

Same-store sales in Alabama decreased 3.2% which we attribute primarily lower customer traffic as a result of inclement weather.

Same-store sales in Florida increased 3.9% which we attribute primarily to increased headcounts.

Other food and beverage sales consist of sales related to properties that were closed and other fees.

On a Company-wide basis, same-store sales decreased 1.0% during the 26 weeks ended March 29, 2025 as compared to the same period of last year as follows:

26 Weeks Ended Variance

2025 March 30,

(in thousands)

Las Vegas $ 28,254 $ 28,643 $ (389) -1.4 %

New York 15,201 15,733 (532) -3.4 %

Washington, D.C.

3,392 3,901 (509) -13.0 %

Atlantic City, NJ 1,230 1,318 (88) -6.7 %

Alabama 6,743 6,644 99 1.5 %

Florida 26,340 25,780 560 2.2 %

Same-store sales 81,160 82,019 $ (859) -1.0 %

Other 2,406 5,799

Food and beverage sales $ 83,566 $ 87,818

Same-store sales in Las Vegas decreased 1.4% which we attribute primarily to lower customer traffic at the New York-New York Hotel and Casino.

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Same-store sales in Washington, D.C.

decreased 18.2% which we attribute primarily to lower headcounts, especially during lunch and after-work hours, which we attribute to continued hybrid work schedules.

Same-store sales in Alabama increased 6.9% which we attribute primarily to better-than-expected customer traffic combined with targeted menu price increases.

decreased 13.0% which we attribute primarily to lower headcounts, especially during lunch and after-work hours, which we attribute to continued hybrid work schedules in the first half of the period.

Same-store sales in Atlantic City, NJ decreased 6.7% which we attribute primarily to lower than expected customer traffic at the property where we are located.

Same-store sales in Alabama increased 1.5% which we attribute primarily to better-than-expected customer traffic combined with targeted menu price increases first half of the period partially offset by lower customer traffic in the second half of the period as a result of inclement weather.

Same-store sales in Florida increased 2.2% which we attribute primarily to increased headcounts.

Other food and beverage sales consist of sales related to properties that were closed and other fees.

Costs and Expenses

Costs and expenses for the 13 weeks ended December 28, 2024 and December 30, 2023 were as follows (in thousands):

Costs and expenses for the 13 and 26 weeks ended March 29, 2025 and March 30, 2024 were as follows (in thousands):

13 Weeks Ended

Revenues 13 Weeks Ended

December 30, 2023 %

March 30, 2024 %

Revenues Increase

Food and beverage cost of sales $ 12,107 26.9 % $ 12,071 25.4 % $ 36 0.3 %

(Decrease) 26 Weeks Ended

Revenues 26 Weeks Ended

March 30, 2024 %

Revenues Increase

Food and beverage cost of

sales $ 11,484 28.9 % $ 12,138 28.7 % $ (654) -5.4 % $ 23,591 27.8 % $ 24,209 27.0 % $ (618) -2.6 %

Payroll expenses 14,415 36.3 % 15,512 36.7 % (1,097) -7.1 % 30,823 36.4 % 32,488 36.2 % (1,665) -5.1 %

Occupancy expenses 5,536 13.9 % 5,775 13.7 % (239) -4.1 % 11,684 13.8 % 12,107 13.5 % (423) -3.5 %

Other operating costs and expenses 5,800 12.9 % 6,092 12.8 % (292) -4.8 %

General and administrative expenses 3,148 7.0 % 3,320 7.0 % (172) -5.2 %

Depreciation and amortization 777 1.7 % 1,092 2.3 % (315) -28.8 %

Loss on closure of El Rio Grande

146 0.3 % — — % 146 N/A

Gain on closure of Tampa Food Court (5,235) (11.6) % — — % (5,235) N/A

Other operating costs and

expenses 5,584 14.1 % 5,836 13.8 % (252) -4.3 % 11,384 13.4 % 11,928 13.3 % (544) -4.6 %

General and administrative

expenses 3,322 8.4 % 3,141 7.4 % 181 5.8 % 6,470 7.6 % 6,461 7.2 % 9 0.1 %

Depreciation and

amortization 701 1.8 % 1,057 2.5 % (356) -33.7 % 1,479 1.7 % 2,149 2.4 % (670) -31.2 %

(Gain) loss on closure of El Rio Grande (140) -0.4 % — — % (140) N/A 5 — % — — % 5 N/A

Gain on termination of Tampa Food Court lease — — % — — % — N/A (5,235) (6.2) % — — % (5,235) N/A

Goodwill impairment 3,440 8.7 % — — % 3,440 N/A 3,440 4.1 % — — % 3,440 N/A

Total costs and expenses $ 44,342 $ 43,459 $ 883 $ 83,641 $ 89,342 $ (5,701)

Food and beverage costs as a percentage of total revenues for the 13 weeks ended December 28, 2024 as compared with the same period of last year increased as a result of increases in commodity prices, which had been easing for several quarters, combined with a slightly weaker event business in New York City in the first quarter of the current year compared to the prior year.

Payroll expenses as a percentage of total revenues for the 13 weeks ended December 28, 2024 increased as compared with the same period of last year primarily as a result of increasing minimum wages in the states where we operate.

Occupancy expenses as a percentage of total revenues for the 13 weeks ended December 28, 2024 increased as compared with the same period of last year primarily as a result of increases in base rents and increases in property and liability insurance premiums.

Other operating costs and expenses as a percentage of total revenues for the 13 weeks ended December 28, 2024 as compared to the same period of last year increased primarily as a result of inflation.

General and administrative expenses (which relate solely to the corporate office in New York City) for the 13 weeks ended December 28, 2024 decreased as compared to the same periods of last year primarily as a result of the lower bonus accruals partially offset by increased legal and consulting fees.

Depreciation and amortization expense for the 13 weeks ended December 28, 2024 decreased slightly as compared to the same period of last year primarily as a result of certain assets becoming fully depreciated and the removal of assets associated with El Rio Grande and the Tampa Food Court .

Loss on Closure of El Rio Grande

Food and beverage costs as a percentage of total revenues for the 13 weeks ended March 29, 2025 as compared with the same period of last year increased marginally.

Food and beverage costs as a percentage of total revenues for the 26 weeks ended March 29, 2025 as compared with the same period of last year increased as a result of increases in commodity prices, which had been easing for several quarters, combined with a weaker event business in New York City in the first quarter of the current year compared to the prior year.

Payroll expenses as a percentage of total revenues for the 13 weeks ended March 29, 2025 as compared with the same period of last year decreased as a result of better management of overtime hours.

Payroll expense as a percentage of total revenue for the 26 weeks ended March 29, 2025 as compared with the same period of last year increased marginally as a result of increasing minimum wages in the states where we operate partially offset by better management of overtime hours.

Occupancy expenses as a percentage of total revenues for the 13 and 26 weeks ended March 29, 2025 increased marginally as compared with the same period of last year primarily as a result of increases in base rents and increases in property and liability insurance premiums.

Other operating costs and expenses as a percentage of total revenues for the 13 and 26 weeks ended March 29, 2025 as compared to the same period of last year increased marginally primarily as a result of inflation.

General and administrative expenses (which relate solely to the corporate office in New York City) for the 13 and 26 weeks ended March 29, 2025 increased as compared to the same periods of last year primarily as a result of increased legal and consulting fees related to the Bryant Park Grill & Café and The Porch at Bryant Park leases partially offset by lower bonus accruals in the current period.

Depreciation and amortization expense for the 13 and 26 weeks ended March 29, 2025 decreased slightly as compared to the same period of last year primarily as a result of certain assets becoming fully depreciated and the removal of assets associated with El Rio Grande and the Tampa Food Court .

(Gain) Loss on Closure of El Rio Grande

In October 2024, the Company advised the landlord of El Rio Grande we would be terminating the lease and closing the property permanently.

In connection with this notification, the Company recorded a loss of $876,000 during the year ended September 28, 2024 consisting of:

(i) rent and other costs incurred in accordance with the termination provisions of the lease in the amount of $398,000, (ii) accrued severance and other costs in the amount of $94,000, (iii) an impairment charge related to long-lived assets in the amount of $269,000 and (iv) the write-off of our security deposit in the amount of $238,000, all partially offset by a gain related to the write-off of ROU assets and related lease liabilities in the net amount of $123,000.

The property closed on January 3, 2025 and during the 13 weeks ended December 28, 2024, the Company incurred additional operating losses of $146,000.

In connection with this notification, the Company recorded a loss of $876,000 during the year ended September 28, 2024.

The property closed permanently on January 3, 2025 and was vacated and delivered to the landlord on April 30, 2025.

During the 13 weeks ended March 29, 2025, the Company recognized a gain of $140,000 as a result of refinements of estimates related to final negotiations with the landlord.

During the 26 weeks ended March 29, 2025, the Company recognized a loss in the amount of $5,000 as a result of additional operating losses during the 13 weeks ended December 28, 2024 in the amount of $145,000 offset by the above refinements of estimates related to final negotiations with the landlord.

Gain on Termination of Tampa Food Court Lease

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In connection with this, Ark Hollywood/Tampa Investment LLC, a subsidiary of the Company, (in which we own a 65% interest) received a termination payment in the amount of $5,500,000, all obligations under the lease ceased and we recorded a gain, net of expenses in the amount of $5,235,000 during the 13 weeks ended December 28, 2024.

It is expected that Ark Hollywood/Tampa Investment LLC will distribute approximately 35% of the net proceeds, after expenses, to the other equity holders of Ark Hollywood/Tampa Investment LLC during the second fiscal quarter of 2025.

During the 13 weeks ended March 29, 2025, Ark Hollywood/Tampa Investment LLC distributed approximately $1,710,000 of the net proceeds, after expenses, to the other equity holders of Ark Hollywood/Tampa Investment LLC.

Goodwill Impairment

Goodwill is the excess of cost over fair market value of tangible and intangible net assets acquired.

Goodwill is not presently amortized but tested for impairment annually or when the facts or circumstances indicate a possible impairment of goodwill as a result of a continual decline in performance or as a result of fundamental changes in a market.

During the three months ended March 29, 2025, the Company identified a triggering event in accordance with the Financial Accounting Standards Board (“FASB”), Accounting Standards Update ("ASU") 350-20, “ Intangibles—Goodwill and Other ,” primarily related to a decline in the Company's stock price in the second quarter of fiscal 2025 and the continued uncertainty related to the expiration of the Bryant Park Grill & Cafe and The Porch at Bryant Park leases (see Note 8 - Commitments and Contingencies).

As a result, the Company performed an interim quantitative impairment test and based on the results of the assessment, the fair value of our equity was determined to be less than its carrying amount.

Accordingly, the Company recognized a non-cash impairment charge of the remaining balance of its goodwill in the amount of $3,440,000 in our consolidated

condensed statements of operations for the 13 and 26 weeks ended March 29, 2025.

The Company did not record any impairment to its goodwill during the 13 and 26 weeks ended March 30, 2024.

Liquidity and Capital Resources

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We believe that our operating lease arrangements provide appropriate leverage of our capital structure in a financially efficient manner.

As of December 28, 2024, we had a cash and cash equivalents balance of $13,101,000.

The Company had a working capital deficit of $4,264,000 at December 28, 2024 as compared with a working capital deficit of $10,659,000 at December 30, 2023.

As of March 29, 2025, we had a cash and cash equivalents balance of $11,124,000.

The Company had a working capital deficit of $6,787,000 at March 29, 2025 as compared with a working capital deficit of $10,659,000 at March 30, 2024.

This decrease in the deficit is primarily the result of the payment received in connection with the termination of the Tampa Food Court lease.

The country is currently experiencing multi-decade high inflation.

Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the cost of food and other raw materials, labor, energy and other supplies and services.

4 unchanged sentences

From time to time, competitive conditions will limit our menu pricing flexibility.

In addition, macroeconomic conditions that impact consumer discretionary spending for food away from home could make additional menu price increases

In addition, macroeconomic conditions that impact consumer discretionary spending for food away from home could make additional menu price increases imprudent.

There can be no assurance that all of our future cost increases can be offset by higher menu prices or that higher menu prices will be accepted by our restaurant customers without any resulting changes in their visit frequencies or purchasing patterns.

Cash Flows for 13 Weeks Ended December 28, 2024 and December 30, 2023

Net cash used in operating activities for the 13 weeks ended December 28, 2024 was $1,346,000 as compared to net cash provided by operating activities of $558,000 in the same period last year and resulted primarily from a decrease in operating income, excluding the loss on the closure of El Rio Grande and a gain on the termination of our Tampa Food Court lease.

Net cash provided by investing activities for the 13 weeks ended December 28, 2024 was $4,895,000 as compared to cash used in investing activities of $254,000 in the same period as last year.

This increase resulted primarily from the payment received in connection with the termination of the Tampa Food Court lease.

Net cash used in financing activities for the 13 weeks ended December 28, 2024 and December 30, 2023 was $721,000 and $1,597,000, respectively, and resulted primarily from principal payments on notes payable and the payment of distributions to non-controlling interests and in the prior year the payment of dividends.

Cash Flows for 26 Weeks Ended March 29, 2025 and March 30, 2024

Net cash used in operating activities for the 26 weeks ended March 29, 2025 was $734,000 as compared to net cash provided by operating activities of $766,000 in the same period as last year.

This decrease resulted primarily from a decrease in operating income, excluding a gain in the amount of $5,235,000 on the termination of our Tampa Food Court lease and a goodwill impairment charge in the amount of $3,440,000.

Net cash provided by investing activities for the 26 weeks ended March 29, 2025 was $4,626,000 as compared to cash used in investing activities of $596,000 in the same period as last year.

This increase resulted primarily from the payment received in connection with the termination of our Tampa Food Court lease.

Net cash used in financing activities for the 26 weeks ended March 29, 2025 and March 30, 2024 was $3,041,000 and $3,173,000, respectively, and resulted primarily from principal payments on notes payable and the payment of distributions to non-controlling interests and in the prior year the payment of dividends.

Credit Facility

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In addition, there is a 0.30% per annum fee for any unused portion of the $10,000,000 revolving facility.

As of December 28, 2024, no advances were outstanding under the Credit Agreement.

As of December 28, 2024, the weighted average interest on the outstanding BHBM indebtedness was approximately 8.2%.

As of March 29, 2025, no advances were outstanding under the Credit

As of March 29, 2025, the weighted average interest on the outstanding BHBM indebtedness was approximately 8.0%.

The Company is currently working with its lender on a new credit agreement;

however, there can be no assurances that this agreement will be completed.

Borrowings and all other obligations under the Credit Agreement, which include the promissory notes as discussed in Note 7 of the 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.

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The Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions on liens, relating to other indebtedness, capital expenditures, liens, affiliate transactions, disposal of assets and certain changes in ownership.

Deferred Tax Asset Valuation Allowance

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

A valuation allowance is established when, based on an evaluation of all available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The determination of the need for a valuation allowance requires significant judgment, including an assessment of the Company’s recent earnings history, future taxable income projections, the nature and expiration period of temporary differences, tax planning strategies, and changes in tax laws and regulations.

As of March 29, 2025, the Company concluded that its net deferred tax assets in the amount of $4,799,000 were no longer realizable on a more-likely-than-not basis as the Company is now in a cumulative loss position due to the goodwill impairment recorded in the current quarter and, accordingly, recorded a discrete tax provision for such amount as it can no longer rely on forecasts of future taxable income to support the realization of such deferred tax assets.

Management will continue to evaluate the need for a valuation allowance on a quarterly basis and may adjust the allowance as new information becomes available.

If actual results differ from these estimates or if the Company’s assumptions change, the valuation allowance may need to be adjusted in future periods, which could materially affect the Company’s financial condition and results of operations.

Cash Flow Outlook

The agreements offered under the RFPs for both locations are for new 10-year agreements, with one five-year renewal option.

On January 27, 2025, at a public local community board meeting, the Landlord stated that it had selected a new operator for both locations, although, to the best of our knowledge, no agreements have been signed as of the date of this filing.

Any such agreements must be approved by both the New York City Department of Parks & Recreation and the New York Public Library.

Management continues to work with its outside advisors who have been assisting with our efforts to obtain the extensions by ensuring the RFP awards process was both fair and transparent.

We intend to pursue all available options to protect the Company's interests.

As discussed above, the Company's agreements with the Bryant Park Corporation (the “Landlord”), (a private non-profit corporation that operates and maintains Bryant Park under agreements with the City of New York Department of Parks & Recreation) for the Bryant Park Grill & Cafe expired on April 30, 2025 and for The Porch at Bryant Park expired on March 31, 2025.

As of the date of this filing, we continue to operate the above properties as a holdover tenant and intend to do so until we are either awarded the lease extensions or ordered to vacate the premises.

The underlying lawsuit filed by the Company to protect its right continues, and we will pursue all available options to protect the Company's interests.

Management, after consultation with legal counsel, is unable to predict the outcome of this matter at this time.

The Company’s inability to extend or renew these leases on favorable terms, if at all, could have a material adverse effect on our business, financial condition, and results of operations.

Other than the status of the above property, we are not aware of any other trends or events that would materially affect our capital requirements or liquidity.

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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 critical accounting estimates underlying the Company’s consolidated condensed financial statements include projected cash flows for fixed asset impairments, 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 long-lived assets, such as property and intangibles, fair values of financial instruments, the realizable value of its tax assets and other matters.

The critical accounting estimates underlying the Company’s consolidated condensed financial statements include projected cash flows for fixed asset impairments, 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 long-lived 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 estimates are described in the Company’s MD&A included in Form 10-K for the year ended September 28, 2024.

There have been no significant changes to such critical accounting estimates during the first fiscal quarter 2025.

There have been no material changes in our critical accounting policies and estimates from those disclosed in Item 7 of our Annual Report on Form 10-K for the year ended September 28, 2024.

Quantitative and Qualitative Disclosures about Market Risk

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis