8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 8-K/A

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 Announces Financial Results for the
Third Quarter of 2018

CONTACT:

Michael Weinstein

(212) 206-8800
mweinstein@arkrestaurants.com

NEW YORK, New York – August 13, 2018 -- Ark Restaurants Corp. (NASDAQ:ARKR) today reported financial results for the third quarter ended June 30, 2018.

Total revenues for the three-month period ended June 30, 2018 were $44,800,000 versus $41,350,000 for the three months ended July 1, 2017. The three-month period ended June 30, 2018 includes revenues of $3,618,000 related to Sequoia DC which was closed for renovation for most of three-month period ended July 1, 2017. The three-month period ended July 1, 2017 includes revenues of $609,000 related to one property closed prior to fiscal 2018.

Total revenues for the nine-month period ended June 30, 2018 were $119,428,000 versus $114,410,000 for the nine months ended July 1, 2017. The nine-month period ended June 30, 2018 includes revenues of $7,152,000 related to Sequoia DC versus $2,510,000 for the same period last year. Sequoia DC was closed for renovation for the entire second quarter and most of third quarter of 2017. The nine-month period ended July 1, 2017 includes revenues of $3,867,000 related to three properties that were closed prior to fiscal 2018.

Company-wide same store sales increased 2.3% for the three-month period ended June 30, 2018 compared to the same three month period last year.

The Company’s EBITDA, adjusted for non-controlling interests, for the three-month period ended June 30, 2018 was $4,773,000 versus $3,155,000 during the same three-month period last year.

The Company’s EBITDA from restaurant operations, adjusted for non-controlling interests, for the nine-month period ended June 30, 2018 was $7,615,000 versus $6,313,000 during the same nine-month period last year. EBITDA from restaurant operations for the nine-months ended July 1, 2017 excludes a gain of $1,637,000 recognized in connection with the sale of real estate.

Net income for the three-month period ended June 30, 2018 was $2,657,000 or $0.77 per basic share, $0.75 per diluted share, compared to $1,386,000 or $0.40 per basic, $0.39 per diluted share, for the same three-month period last year.

Net income for the nine-month period ended June 30, 2018 was $3,648,000 or $1.06 per basic, $1.03 per diluted share, compared to $2,727,000, or $0.80 per basic share, $0.77 per diluted share, for the same six-month period last year.

On July 29, 2018, the Company’s President and Chief Financial Officer, Robert J. Stewart, passed away at the age of 61. Bob was elected as Chief Financial Officer in June 2002 and joined the Board of Directors in March 2012. In 2013 he was elected President. Prior to joining Ark, Bob was a Chief Financial Officer and Executive Vice President at Fortis Capital Holdings and held senior financial and audit positions in Skandinaviska Enskilda Banken in their New York, London and Stockholm offices.

Bob had great integrity, strength of character, and had a genuine desire to be a good friend to all around him. Being a good friend was natural to Bob and he easily succeeded in this as he did in every aspect during his 17 years with Ark. He was loved by everyone at the Company.

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law and the new legislation contains several key tax provisions that affected us, including a reduction of the corporate income tax rate to 21% effective January 1, 2018. We were required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities, and reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the Securities and Exchange Commission (the “SEC”) staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. As a result, income tax expense reported for the six-months ended March 31, 2018 was adjusted to reflect the effects of the change in the tax law and resulted in a discrete income tax benefit of approximately $1.2 million. While we were able to make a reasonable estimate of the impact of the reduction in the corporate tax rate, it may be affected by other analyses related to the Tax Act. Accordingly, the Company’s accounting for impact of the Tax Act remains incomplete as of June 30, 2018.

Ark Restaurants owns and operates 20 restaurants and bars, 19 fast food concepts and catering operations primarily in New York City, Florida, Washington, D.C, Las Vegas, NV and the gulf coast of Alabama. Five restaurants are located in New York City, two are located in Washington, D.C., five are located in Las Vegas, Nevada, three are located in Atlantic City, New Jersey, one is located in Boston, Massachusetts, two 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 and a bar in the Resorts Atlantic City Hotel and Casino and a restaurant in the Tropicana Hotel and Casino. The operations at the Foxwoods Resort Casino consist of one fast food concept. In Boston, Massachusetts, the Company operates a restaurant in the Faneuil Hall Marketplace. The Florida operations include the Rustic Inn in Dania Beach, Florida and Shuckers, located in Jensen Beach and the operation of five fast food facilities in Tampa, Florida and seven fast food facilities in Hollywood, Florida, 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, Alabama and one in Spanish Fort, Alabama.

Except for historical information, this news release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 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.