Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2023 (August 14, 2023)

ARK RESTAURANTS CORP.

(Exact name of registrant as specified in its charter)


New York	1-09453	13-3156768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

85 Fifth Avenue

New York, New York 10003

(Address of principal executive offices, with zip code)

Registrant’s telephone number, including area code: (212) 206-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[ ]						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	ARKR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company o

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. o


Item 2.02 Results of Operations and Financial Condition.

On August 14, 2023 Ark Restaurants Corp. (the “Company”) issued a press release announcing financial results for the third quarter of 2023. A copy of the press release titled “Ark Restaurants Announces Financial Results for the Third Quarter of 2023 (the "Press Release") is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Press Release contains certain non-GAAP disclosures related to earnings before interest, taxes, depreciation and amortization ("EBITDA") and EBITDA adjusted for non-cash stock option expense, non-controlling interests and gains from forgiveness of Paycheck Protection Program Loans ("PPP Loans"). Although EBITDA is not a measure of performance or liquidity calculated in accordance with generally accepted accounting principles ("GAAP"), the Company believes the use of this non-GAAP financial measure enhances an overall understanding of the Company’s past financial performance, as well as providing useful information to investors because of its historical use by the Company as both a performance measure and measure of liquidity. In addition, EBITDA is used by virtually all companies in the restaurant sector as a measure of both performance and liquidity.

This information is intended to be furnished under this Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Except for historical information contained in the Press Release attached as Exhibit 99.1 hereto, the Press Release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the Press Release regarding these forward-looking statements.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated August 14, 2023

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 hereunto duly authorized.


			ARK RESTAURANTS CORP.

			By:			/s/ Michael Weinstein
						Name: Michael Weinstein
						Title: Chief Executive Officer

Date: August 15, 2023

Exhibit 99.1

Ark Restaurants Announces Financial Results for the Third Quarter of 2023

CONTACT:

Anthony J. Sirica

(212) 206-8800

ajsirica@arkrestaurants.com

NEW YORK, New York - August 14, 2023 -- Ark Restaurants Corp. (NASDAQ:ARKR) today reported financial results for the third quarter ended July 1, 2023.

Financial Results

Total revenues for the 13 weeks ended July 1, 2023 were $51,051,000 versus $53,218,000 for the 13 weeks ended July 2, 2022 and total revenues for the 39 weeks ended July 1, 2023 were $140,393,000 versus $136,789,000 for the 39 weeks ended July 2, 2022. As required by our lease, Gallagher's Steakhouse at the New York-New York Hotel and Casino in Las Vegas, NV was substantially closed for renovation for the period from February 5, 2023 through April 27, 2023. Revenues for the period of closure were $1,068,000 as compared to $3,056,000 for the comparable prior period, of which $354,000 as compared to $730,000 related to the 13-week periods ended July 1, 2023 and July 2, 2022, respectively.

Excluding Gallagher's Steakhouse, which was closed for part of the quarter, Company-wide same store sales decreased 2.6% for the 13 weeks ended July 1, 2023 as compared to the same period of the prior year.

The Company's EBITDA, excluding gains on the forgiveness of Paycheck Protection Program Loans (the "PPP Loan Forgiveness") and adjusted for other items all as set out in the table below, for the 13 weeks ended July 1, 2023 was $4,663,000 versus $6,207,000 for the 13 weeks ended July 2, 2022. Net income for the 13 weeks ended July 1, 2023 was $3,195,000, or $0.89 and $0.88 per basic and diluted share, respectively, compared to net income of $5,255,000 (which includes PPP Loan Forgiveness of $1,298,000), or $1.48 and $1.46 per basic and diluted share, respectively, for the 13 weeks ended July 2, 2022.

The Company's EBITDA, excluding gains on PPP Loan Forgiveness and adjusted for other items all as set out in the table below, for the 39 weeks ended July 1, 2023 was $8,682,000 versus $11,634,000 for the 39 weeks ended July 2, 2022. Net income for the 39 weeks ended July 1, 2023 was $4,436,000 (which includes PPP Loan Forgiveness of $272,000), or $1.23 and $1.22 per basic and diluted share, respectively, compared to net income of $8,519,000 (which includes PPP Loan Forgiveness of $2,420,000), or $2.40 and $2.37 per basic and diluted share, respectively, for the 39 weeks ended July 2, 2022.

On August 8, 2023, the Board of Directors declared a quarterly cash dividend of $0.1875 per share to be paid on September 12, 2023 to shareholders of record of each share of the Company's common stock at the close of business on August 31, 2023.

As of July 1, 2023, the Company had a cash balance of $13,986,000 and total outstanding debt of $7,721,000.

COVID-19 and Inflation

Recent global events, including the COVID-19 pandemic ("COVID-19"), have adversely affected global economies, disrupted global supply chains and labor force participation and created significant volatility and disruption of financial markets. As a result, we experienced significant and variable disruptions to our business as federal, state and local restrictions were mandated, among other remedial measures, to mitigate the spread of the COVID-19 virus. While restrictions on the type of permitted operating model and occupancy capacity may continue to change, during fiscal 2022 all of our restaurants operated with no restrictions, other than in New York City where customers were required to show proof of vaccination through November 1, 2022.

In addition to the associated impacts of COVID-19, our operating results have been impacted by geopolitical and other macroeconomic factors, leading to increased commodity and wage inflation and other increased costs. The ongoing effects of COVID-19 and its variants, along with other geopolitical and macroeconomic events, could lead to further government mandates, including but not limited to capacity restrictions, shifts in consumer behavior, wage inflation, staffing challenges, product and services cost inflation and disruptions in our supply chain. If these factors significantly impact our cash flow in the future, we may again implement mitigation actions such as suspending dividends, increasing borrowings or modifying our operating strategies. Some of these measures may have an adverse impact on our business, including possible impairments of assets.

About Ark Restaurants Corp.

Ark Restaurants owns and operates 17 restaurants and bars, 16 fast food concepts and catering operations primarily in New York City, Florida, Washington, DC, Las Vegas, Nevada and the gulf coast of Alabama. Four restaurants are located in New York City, one is located in Washington, DC, five are located in Las Vegas, Nevada, one is located in Atlantic City, New Jersey, four are located on the east coast of Florida and two are located on the Gulf Coast of Alabama. The Las Vegas operations include four restaurants within the New York-New York Hotel & Casino Resort and operation of the hotel's room service, banquet facilities, employee dining room and six food court concepts and one restaurant within the Planet Hollywood Resort and Casino. In Atlantic City, New Jersey, the Company operates a restaurant in the Tropicana Hotel and Casino. The Florida operations include the Rustic Inn in Dania Beach, Shuckers in Jensen Beach, JB’s on the Beach in Deerfield Beach, Blue Moon Fish Company in Lauderdale-by-the-Sea and the operation of four fast food facilities in Tampa and six fast food facilities in Hollywood, each at a Hard Rock Hotel and Casino operated by the Seminole Indian Tribe at these locations. In Alabama, the Company operates two Original Oyster Houses, one in Gulf Shores and one in Spanish Fort.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, this news release contains 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. These statements involve unknown risks, and uncertainties that may cause the Company's actual results or outcomes to be materially different from those anticipated and discussed herein. Important factors that might cause such differences are discussed in the Company's filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results could differ materially from those anticipated in these forward-looking statements, if new information becomes available in the future.


ARK RESTAURANTS CORP.
Consolidated Condensed Statements of Income
For the 13- and 39- week periods ended July 1, 2023 and July 2, 2022
(In Thousands, Except per share amounts)


	13 Weeks Ended July 1, 2023		13 Weeks Ended July 2, 2022		39 Weeks Ended July 1, 2023		39 Weeks Ended July 2, 2022

TOTAL REVENUES	$	51,051	$	53,218	$	140,393	$	136,789
COSTS AND EXPENSES:
Food and beverage cost of sales	13,241		14,740		37,472		39,536
Payroll expenses	17,194		16,205		49,027		43,926
Occupancy expenses	6,151		5,966		17,589		15,814
Other operating costs and expenses	6,274		5,996		17,557		15,974
General and administrative expenses	3,495		3,872		9,655		9,854
Depreciation and amortization	1,059		1,018		3,230		3,245
Total costs and expenses	47,414		47,797		134,530		128,349
OPERATING INCOME	3,637		5,421		5,863		8,440
OTHER (INCOME) EXPENSE:
Interest expense, net	158		253		745		778
Other income	(26)		(37)		(26)		(384)
Gain on forgiveness of PPP Loans	—		(1,298)		(272)		(2,420)
Total other (income) expense, net	132		(1,082)		447		(2,026)
INCOME BEFORE PROVISION FOR INCOME TAXES	3,505		6,503		5,416		10,466
Provision for income taxes	173		905		306		1,290
CONSOLIDATED NET INCOME	3,332		5,598		5,110		9,176
Net income attributable to non-controlling interests	(137)		(343)		(674)		(657)
NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP.	$	3,195	$	5,255	$	4,436	$	8,519

NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP. PER COMMON SHARE:
Basic	$	0.89	$	1.48	$	1.23	$	2.40
Diluted	$	0.88	$	1.46	$	1.22	$	2.37

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic	3,601		3,555		3,600		3,553
Diluted	3,641		3,597		3,644		3,599

EBITDA Reconciliation:
Income before provision for income taxes	$	3,505	$	6,503	$	5,416	$	10,466
Depreciation and amortization	1,059		1,018		3,230		3,245
Interest expense, net	158		253		745		778
EBITDA (a)	$	4,722	$	7,774	$	9,391	$	14,489
EBITDA, adjusted:
EBITDA (as defined) (a)	4,722		7,774		9,391		14,489
Non-cash stock option expense	78		74		237		222
Gain of forgiveness of PPP Loans	—		(1,298)		(272)		(2,420)
Net income attributable to non-controlling interests	(137)		(343)		(674)		(657)
EBITDA, as adjusted	$	4,663	$	6,207	$	8,682	$	11,634

(a)EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Although EBITDA is not a measure of performance or liquidity calculated in accordance with generally accepted accounting principles ("GAAP"), the Company believes the use of this non-GAAP financial measure enhances an overall understanding of the Company's past financial performance as well as providing useful information to the investor because of its historical use by the Company as both a performance measure and measure of liquidity, and the use of EBITDA by virtually all companies in the restaurant sector as a measure of both performance and liquidity. However, investors should not consider this measure in isolation or as a substitute for net income (loss), operating income (loss), cash flows from operating activities or any other measure for determining the Company's operating performance or liquidity that is calculated in accordance with GAAP, it may not necessarily be comparable to similarly titled measures employed by other companies. A reconciliation of EBITDA to the most comparable GAAP financial measure, pre-tax income, is included above.

Cover	Aug. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 14, 2023
Entity Registrant Name	ARK RESTAURANTS CORP.
Entity Incorporation, State or Country Code	NY
Entity File Number	1-09453
Entity Tax Identification Number	13-3156768
Entity Address, Address Line One	85 Fifth Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	212
Local Phone Number	206-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	ARKR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000779544