arkr-20220516FALSE000077954400007795442022-05-162022-05-16
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): May 17, 2022 (May 16, 2022)
ARK RESTAURANTS CORP.
(Exact name of registrant as specified in its charter)
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| 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:
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| [ ] | | 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:
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| 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
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Item 2.02 Results of Operations and Financial Condition. |
On May 16, 2022 Ark Restaurants Corp. (the “Company”) issued a press release announcing financial results for the second quarter of 2022. A copy of the press release titled “Ark Restaurants Announces Financial Results for the Second Quarter of 2022” (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.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On May 17, 2022, Arthur Stainman, a member of the Board of Directors ("Board") of Ark Restaurants Corp. (the "Company"), tendered to the Company his resignation from the Board, effective immediately. Mr. Stainman's decision to resign is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
On May 11, 2022, the Board of Directors (the "Board") of the Company declared a quarterly cash dividend of $0.125 per share which will be paid on June 13, 2022 to the stockholders of record of each share of the Company's common stock at the close of business on May 31, 2022. Future decisions to pay dividends, and the amount of any dividend, are at the discretion of the Board and will depend upon the Company's operating performance and other factors.
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| Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits
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.
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| | ARK RESTAURANTS CORP. |
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| | By: | /s/ Michael Weinstein |
| | | Name: Michael Weinstein |
| | | Title: Chief Executive Officer |
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| Date: May 17, 2022 | | |
Document Exhibit 99.1
Ark Restaurants Announces Financial Results for the
Second Quarter of 2022 and Reinstatement of Quarterly Cash Dividend
CONTACT:
Anthony J. Sirica
(212) 206-8800
ajsirica@arkrestaurants.com
NEW YORK, New York - May 16, 2022 -- Ark Restaurants Corp. (NASDAQ:ARKR) today reported financial results for the second quarter ended April 2, 2022.
Financial Results
Total revenues for the 13 weeks ended April 2, 2022 were $39,586,000 versus $25,767,000 for the 13 weeks ended April 3, 2021.
Total revenues for the 26 weeks ended April 2, 2022 were $83,571,000 versus $46,066,000 for the 26 weeks ended April 3, 2021.
The increases in revenues above are not a good indicator of business performance as revenues for the 13 weeks ended April 3, 2021 and for the 26 weeks ended April 3, 2021 were negatively impacted by continually changing government mandated closures, capacity restrictions and social distancing requirements in connection with the COVID-19 pandemic.
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 April 2, 2022 was $1,481,000 versus $(495,000) for the 13-weeks ended April 3, 2021. Net income for the 13 weeks ended April 2, 2022 was $1,055,000 (which includes PPP Loan Forgiveness of $1,122,000),or $0.30 and $0.29 per basic and diluted share, respectively, compared to net income of $4,161,000 (which includes PPP Loan Forgiveness of $4,124,000) or $1.19 and $1.15 per basic and diluted share, respectively, for the 13-weeks ended April 3, 2021.
The Company's EBITDA, excluding the PPP Loan Forgiveness and adjusted for other items all as set out in the table below, for the 26-weeks ended April 2, 2022 was $5,427,000 versus $(2,864,000) for the 26-weeks ended April 3, 2021. Net income for the 26-weeks ended April 2, 2022 was $3,264,000 (which includes PPP Loan Forgiveness of $1,122,000) or $0.92 and $0.91 per basic and diluted share, respectively, compared to net income of $3,398,000 (which includes PPP Loan Forgiveness of $4,124,000) or $0.97 and $0.95 per basic and diluted share, respectively, for the 26-weeks ended April 3, 2021.
The Company announced today that its Board of Directors declared a quarterly dividend of $0.125 per share to be paid on June 13, 2022 to shareholders of record at the close of business on May 31, 2022.
COVID-19 Update
We are subject to continued risks and uncertainties as a result of the outbreak of, and local, state and federal governmental responses to, the COVID-19 pandemic. In the past, we experienced significant disruptions to our business as suggested and mandated social distancing and shelter-in-place orders led to the temporary closure of all of our restaurants. While restrictions on the type of permitted operating model and occupancy capacity may continue to change, all of our restaurants are currently operating with no dining restrictions. We cannot predict if the COVID-19 pandemic will continue to have an impact our operating results and financial position.
About Ark Restaurants Corp.
Ark Restaurants owns and operates 17 restaurants and bars, 17 fast food concepts and catering operations primarily in New York City, Florida, Washington, D.C, Las Vegas, Nevada and the gulf coast of Alabama. Four restaurants are located in New York City, one is located in Washington, D.C., 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 operation at the Foxwoods Resort Casino consists of one fast food concept. 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.
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| ARK RESTAURANTS CORP. |
| Consolidated Condensed Statements of Operations |
| For the 13- and 26- week periods ended April 2, 2022 and April 3, 2021 |
| (In Thousands, Except per share amounts) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 13 Weeks Ended
April 2,
2022 | | 13 Weeks Ended
April 3,
2021 | | 26 Weeks Ended
April 2,
2022 | | 26 Weeks Ended
April 3,
2021 |
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| TOTAL REVENUES | | $ | 39,586 | | | $ | 25,767 | | | $ | 83,571 | | | $ | 46,066 | |
| COSTS AND EXPENSES: | | | | | | | | |
| Food and beverage cost of sales | | 12,255 | | | 7,764 | | | 24,796 | | | 13,705 | |
| Payroll expenses | | 13,482 | | | 8,391 | | | 27,722 | | | 17,041 | |
| Occupancy expenses | | 4,616 | | | 3,523 | | | 9,848 | | | 6,997 | |
| Other operating costs and expenses | | 4,840 | | | 3,529 | | | 9,978 | | | 6,339 | |
| General and administrative expenses | | 3,018 | | | 3,036 | | | 5,982 | | | 4,824 | |
| Depreciation and amortization | | 1,148 | | | 1,021 | | | 2,227 | | | 1,963 | |
| Total costs and expenses | | 39,359 | | | 27,264 | | | 80,553 | | | 50,869 | |
| OPERATING INCOME (LOSS) | | 227 | | | (1,497) | | | 3,018 | | | (4,803) | |
| OTHER (INCOME) EXPENSE: | | | | | | | | |
| Interest expense | | 262 | | | 308 | | | 547 | | | 632 | |
| Interest income | | (12) | | | (13) | | | (22) | | | (27) | |
| Other income | | (125) | | | — | | | (347) | | | — | |
| Gain on forgiveness of PPP Loans | | (1,122) | | | (4,124) | | | (1,122) | | | (4,124) | |
| Total other (income) expense, net | | (997) | | | (3,829) | | | (944) | | | (3,519) | |
| INCOME (LOSS) BEFORE (PROVISION) BENEFIT FOR INCOME TAXES | | 1,224 | | | 2,332 | | | 3,962 | | | (1,284) | |
| Provision (benefit) for income taxes | | 76 | | | (1,921) | | | 385 | | | (4,839) | |
| CONSOLIDATED NET INCOME | | 1,148 | | | 4,253 | | | 3,577 | | | 3,555 | |
| Net income attributable to non-controlling interests | | (93) | | | (92) | | | (313) | | | (157) | |
| NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP. | | $ | 1,055 | | | $ | 4,161 | | | $ | 3,264 | | | $ | 3,398 | |
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| NET INCOME PER ARK RESTAURANTS CORP. COMMON SHARE: | | | | | | | | |
| Basic | | $ | 0.30 | | | $ | 1.19 | | | $ | 0.92 | | | $ | 0.97 | |
| Diluted | | $ | 0.29 | | | $ | 1.15 | | | $ | 0.91 | | | $ | 0.95 | |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | | | | | | | | |
| Basic | | 3,552 | | | 3,511 | | | 3,552 | | | 3,507 | |
| Diluted | | 3,604 | | | 3,627 | | | 3,600 | | | 3,579 | |
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| EBITDA Reconciliation: | | | | | | | | |
| Income (loss) before benefit for income taxes | | $ | 1,224 | | | $ | 2,332 | | | $ | 3,962 | | | $ | (1,284) | |
| Depreciation and amortization | | 1,148 | | | 1,021 | | | 2,227 | | | 1,963 | |
| Interest (income) expense, net | | 250 | | | 295 | | | 525 | | | 605 | |
| EBITDA (a) | | $ | 2,622 | | | $ | 3,648 | | | $ | 6,714 | | | $ | 1,284 | |
| EBITDA, adjusted: | | | | | | | | |
| EBITDA (as defined) (a) | | 2,622 | | | 3,648 | | | 6,714 | | | 1,284 | |
| Net income attributable to non-controlling interests | | (93) | | | (92) | | | (313) | | | (157) | |
| Non-cash stock option expense | | 74 | | | 73 | | | 148 | | | 133 | |
| Gain on forgiveness of PPP Loans | | $ | (1,122) | | | $ | (4,124) | | | $ | (1,122) | | | $ | (4,124) | |
| EBITDA, as adjusted | | $ | 1,481 | | | $ | (495) | | | $ | 5,427 | | | $ | (2,864) | |
(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.