8-K

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) 

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 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.

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.

Item 8.01 Other Events.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated May 16, 2022

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: May 17, 2022

EX-99.1

                                            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.

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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
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
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
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
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

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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.

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XML

Cover	May 16, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2022
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