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): August 13, 2018

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

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 ☐

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. ☐

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))

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2018, ARK Restaurants Corp. (the “Company”) issued a press release announcing financial results for the third fiscal quarter ended June 30, 2018. A copy of the press release titled “Ark Restaurants Announces Financial Results for the Third Quarter of 2018” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The press release contains certain non-GAAP Disclosure - Continued Operations, EBITDA-Earnings before interest, taxes, depreciation and amortization adjusted for non-controlling interests and Rustic Inn Jupiter gain. 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.

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 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated August 13, 2018

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.
		/s/ Michael Weinstein
	By:	Name: Michael Weinstein
		Title: Chief Executive Officer
Date: August 13, 2018

EX-99.1

Exhibit 99.1

ARK RESTAURANTS CORP.

Consolidated Statements of Income

For the 13 and 39-week periods ended June 30, 2018 and July 1, 2017

(In Thousands, Except per share amounts)                                               

	13 weeks ended			13 weeks ended			39 weeks ended			39 weeks ended
		June 30,			July 1,			June 30,			July 1,
		2018			2017			2018			2017
TOTAL REVENUES	$	44,800		$	41,350		$	119,428		$	114,410
COST AND EXPENSES:
Food and beverage cost of sales		11,874			11,227			31,832			30,814
Payroll expenses		14,685			13,776			41,386			39,402
Occupancy expenses		4,683			4,541			13,833			13,037
Other operating costs and expenses		5,658			5,398			15,972			15,390
General and administrative expenses		2,859			2,955			8,461			8,699
Depreciation and amortization		1,255			1,006			3,837			3,541
Total costs and expenses		41,014			38,903			115,321			110,883
RESTAURANT OPERATING INCOME		3,786			2,447			4,107			3,527
Gain on sale of Rustic Inn, Jupiter property		—			—			—			1,637
OPERATING INCOME		3,786			2,447			4,107			5,164
OTHER (INCOME) EXPENSE:
Interest expense, net		299			178			791			344
Total other expense, net		299			178			791			344
INCOME BEFORE PROVISION FOR INCOME TAXES		3,487			2,269			3,316			4,820
Provision for income taxes		562			585			(661	)		1,338
CONSOLIDATED NET INCOME		2,925			1,684			3,977			3,482
Net (income) loss attributable to non-controlling interests		(268	)		(298	)		(329	)		(755	)
NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP.	$	2,657		$	1,386		$	3,648		$	2,727
NET INCOME PER ARK RESTAURANTS CORP. COMMON SHARE:
Basic	$	0.77		$	0.40		$	1.06		$	0.80
Diluted	$	0.75		$	0.39		$	1.03		$	0.77
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic		3,440			3,424			3,436			3,424
Diluted		3,558			3,549			3,554			3,532
EBITDA Reconciliation:
Restaurant operating income	$	3,786		$	2,447		$	4,107		$	3,527
Interest expense, net		(299	)		(178	)		(791	)		(344	)
Restaurant income before provision for income taxes		3,487			2,269			3,316			3,183
Gain on sale of Rustic Inn, Jupiter property		—			—			—			1,637
Pre tax income	$	3,487		$	2,269		$	3,316		$	4,820
Depreciation and amortization		1,255			1,006			3,837			3,541
Interest expense, net		299			178			791			344
EBITDA (a)	$	5,041		$	3,453		$	7,944		$	8,705
EBITDA, adjusted for non-controlling interests and Rustic Inn, Jupiter gain:
EBITDA (as defined) (a)	$	5,041		$	3,453		$	7,944		$	8,705
Net (income) loss attributable to non-controlling interests		(268	)		(298	)		(329	)		(755	)
Gain on sale of Rustic Inn, Jupiter property		—			—			—			(1,637	)
EBITDA from restaurant operations, as adjusted	$	4,773		$	3,155		$	7,615		$	6,313

(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.