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 12, 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 February 12, 2018, ARK Restaurants Corp. (the “Company”) issued a press release announcing financial results for the first fiscal quarter ended December 30, 2017. A copy of the press release titled “Ark Restaurants Announces Financial Results for the First Quarter of 2018” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The press release contains certain non-GAAP Disclosures-Continuing Operations EBITDA-Earnings before interest, taxes, depreciation and amortization adjusted for non-cash stock option expense and non-controlling interests. 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 |
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|
99.1 |
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 12, 2018 | ||
Exhibit 99.1
Ark Restaurants Announces
Financial Results for the
First Quarter of 2018
CONTACT:
Robert Stewart
(212) 206-8800
bstewart@arkrestaurants.com
NEW YORK, New York – February 12, 2018 -- Ark Restaurants Corp. (NASDAQ:ARKR) today reported financial results for the first quarter ended December 30, 2017.
Total revenues for the three-month period ended December 30, 2017 were $39,352,000 versus $38,420,000 for the three months ended December 31, 2016. The comparison of sales is skewed by New Year’s Eve which did not fall in the just completed quarter but was included in revenue in the December 2016 quarter. The December 2016 quarter included revenues of $1,496,000 from three restaurants that did not operate during the December 2017 quarter. Also, during the quarter ended December 30, 2017 the revenues from our two Oyster House Restaurants were $2,388,000. The Oyster House properties, one in Gulf Shores and one in Spanish Fort, AL, were acquired on November 30, 2016. The December 2016 quarter included sales of $707,000 from these two properties.
Company-wide same store sales increased 2.2% for the three-month period ended December 30, 2017 compared to the same three month period last year.
Restaurant operating income was $882,000 for the three-month period ended December 30, 2017 versus $1,333,000 for the three months ended December 31, 2016. The comparison of restaurant operating income is skewed by New Year’s Eve which did not fall in the just completed quarter but was included in revenue in the December 2016 quarter.
The Company’s EBITDA, adjusted for non-cash stock option expense, and non-controlling interests, for the three-month period ended December 30, 2017 was $2,071,000 versus $4,102,000 during the same three-month period last year. EBITDA for the December 2016 quarter included $1,637 ,000 which resulted from the recognition of a gain in the prior year period in connection with the sale of the real estate underlying our Rustic Inn, Jupiter, FL property. Without this gain the comparative EBITDA for the December 2016 quarter would have been $2,465,000.
Net income for the three-month period ended December 30, 2017 was $1,627,000, or $0.47 per basic ($0.46 per diluted share) compared to $1,734,000, or $0.51 per basic share ($0.49 per diluted share), for the same three-month period last year.
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, among others. We are 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 first quarter ended December 30, 2017 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.
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 week periods ended December 30, 2017 and December 31, 2016
(In Thousands, Except per share amounts)
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13 weeks ended
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13 weeks ended
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TOTAL REVENUES |
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$ |
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39,352 |
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$ |
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38,420 |
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COST AND EXPENSES: |
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Food and beverage cost of sales |
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10,230 |
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9,750 |
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Payroll expenses |
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13,710 |
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12,956 |
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Occupancy expenses |
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5,031 |
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4,732 |
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Other operating costs and expenses |
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5,117 |
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4,866 |
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General and administrative expenses |
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3,079 |
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3,300 |
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Depreciation and amortization |
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1,303 |
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1,483 |
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Total costs and expenses |
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38,470 |
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37,087 |
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RESTAURANT OPERATING INCOME |
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882 |
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1,333 |
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Gain on sale of Rustic Inn, Jupiter property |
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— |
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1,637 |
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OPERATING INCOME |
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882 |
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2,970 |
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OTHER (INCOME) EXPENSE: |
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Interest (income) expense, net |
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219 |
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5 |
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Total other income, net |
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219 |
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5 |
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INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES |
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663 |
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2,965 |
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Provision (benefit) for income taxes |
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(1,078 |
) |
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880 |
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CONSOLIDATED NET INCOME |
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1,741 |
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2,085 |
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Net (income) loss attributable to non-controlling interests |
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(114 |
) |
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(351 |
) |
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NET INCOME ATTRIBUTABLE TO ARK RESTAURANTS CORP. |
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$ |
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1,627 |
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$ |
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1,734 |
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NET INCOME PER ARK RESTAURANTS CORP. COMMON SHARE: |
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Basic |
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$ |
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0.47 |
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$ |
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0.51 |
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Diluted |
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$ |
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0.46 |
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$ |
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0.49 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: |
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Basic |
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3,432 |
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3,423 |
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Diluted |
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3,549 |
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3,507 |
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EBITDA Reconciliation: |
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Restaurant operating income |
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$ |
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882 |
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$ |
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1,333 |
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Other income (expense), net |
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(219 |
) |
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(5 |
) |
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Restaurant income before provision for income taxes |
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663 |
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1,328 |
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Gain on sale of Rustic Inn, Jupiter property |
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— |
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1,637 |
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Pre tax income |
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$ |
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663 |
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$ |
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2,965 |
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Depreciation and amortization |
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1,303 |
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1,483 |
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Interest expense, net |
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219 |
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5 |
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EBITDA (a) |
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$ |
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2,185 |
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$ |
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4,453 |
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EBITDA adjusted for non-cash stock option expense, and non-controlling interests: |
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EBITDA (as defined) (a) |
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$ |
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2,185 |
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$ |
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4,453 |
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Net (income) loss attributable to non-controlling interests |
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(114 |
) |
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(351 |
) |
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EBITDA, as adjusted |
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$ |
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2,071 |
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$ |
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4,102 |
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(a) |
EBITDA is defined as earnings before interest, taxes, depreciation and amortization and cumulative effect of changes in accounting principle. 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. |
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