FALSE
0000779544
0000779544
2023-02-14
2023-02-14
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): February 14, 2023
(
February 8, 2023
)
ARK RESTAURANTS CORP.
(Exact name of registrant as specified in its charter)
New York 1-09453 13-3156768
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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 February 13, 2023 Ark Restaurants Corp. (the "Company") issued a press
release announcing financial results for the first quarter of 2023. A copy of
the press release titled "Ark Restaurants Announces Financial Results for the
First Quarter of 2023 and Declaration of Quarterly Cash Dividend" (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.
Item 8.01 Other Events.
On February 8, 2023, the Board of Directors (the "Board") of the Company
declared a quarterly cash dividend of $0.125 per share which will be paid on
March 14, 2023 to the stockholders of record of each share of the Company's
common stock at the close of business on February 28, 2023. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
Press Release, dated February 13, 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: February 14, 2023
Exhibit 99.1
Ark Restaurants Announces Financial Results for the First Quarter of 2023
and Declaration of Quarterly Cash Dividend
CONTACT:
Anthony J. Sirica
(212) 206-8800
ajsirica@arkrestaurants.com
NEW YORK, New York - February 13, 2023 --
Ark Restaurants Corp. (NASDAQ:ARKR) today reported financial results for the
first quarter ended December 31, 2022.
Financial Results
Total revenues for the 13 weeks ended December 31, 2022 were $47,445,000
versus $43,986,000 for the 13 weeks ended January 1, 2022.
The increase in revenues for the 13 weeks ended December 31, 2022 compared to
the same period of last year was driven by increased customer traffic and
targeted menu price increases in Las Vegas, New York and Washington, D.C. In
addition, New York and Washington, D.C. benefited from strong revenues from
our event business in the current period as compared to the prior year. These
gains were partially offset by decreased revenues in Florida of 9.2%.
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 December 31,
2022 was $3,018,000 versus $3,946,000 for the 13 weeks ended January 1, 2022.
Net income for the 13 weeks ended December 31, 2022 was $1,725,000 (which
includes PPP Loan Forgiveness of $272,000), or $0.48 and $0.47 per basic and
diluted share, respectively, compared to net income of $2,209,000 or $0.62 and
$0.61 per basic and diluted share, respectively, for the 13 weeks ended
January 1, 2022.
On February 8, 2023, the Board of Directors declared a quarterly cash dividend
of $0.125 per share to be paid on March 14, 2023 to shareholders of record at
the close of business on February 28, 2023.
As of December 31, 2022, the Company had a cash balance of $19,427,000, a
certificate of deposit in the amount of $5,044,000 (including accrued
interest) and total outstanding debt of $21,675,000.
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.
1
-------------------------------------------------------------------------------
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.
2
-------------------------------------------------------------------------------
ARK RESTAURANTS CORP.
Consolidated Condensed Statements of Operations
For the 13-week periods ended December 31, 2022 and January 1, 2022
(In Thousands, Except per share amounts)
13 Weeks Ended 13 Weeks Ended
December 31, January 1,
2022 2022
TOTAL REVENUES $ 47,445 $ 43,986
COSTS AND EXPENSES:
Food and beverage cost of sales 12,435 12,542
Payroll expenses 16,522 14,241
Occupancy expenses 6,183 5,232
Other operating costs and expenses 5,932 5,138
General and administrative expenses 3,137 2,963
Depreciation and amortization 1,033 1,079
Total costs and expenses 45,242 41,195
OPERATING INCOME 2,203 2,791
OTHER (INCOME) EXPENSE:
Interest expense, net 339 275
Other income - (222)
Gain on forgiveness of PPP Loans (272) -
Total other (income) expense, net 67 53
INCOME BEFORE PROVISION FOR INCOME TAXES 2,136 2,738
Provision for income taxes 114 309
CONSOLIDATED NET INCOME 2,022 2,429
Net income attributable to non-controlling interests (297) (220)
NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP. $ 1,725 $ 2,209
NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP. PER COMMON SHARE:
Basic $ 0.48 $ 0.62
Diluted $ 0.47 $ 0.61
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic 3,600 3,551
Diluted 3,648 3,597
EBITDA Reconciliation:
Income before provision for income taxes $ 2,136 $ 2,738
Depreciation and amortization 1,033 1,079
Interest (income) expense, net 339 275
EBITDA (a) $ 3,508 $ 4,092
EBITDA, adjusted:
EBITDA (as defined) (a) 3,508 4,092
Non-cash stock option expense 79 74
Gain of forgiveness of PPP Loans (272) -
Net income attributable to non-controlling interests (297) (220)
EBITDA, as adjusted $ 3,018 $ 3,946
(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.
3
{graphic omitted}
{graphic omitted}