SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------ ------ Commission file number 0-14030 ARK RESTAURANTS CORP. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-3156768 ------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 85 Fifth Avenue, New York, New York 10003 - ---------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 206-8800 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding shares at May 15, 2000 - ------------------------------ ---------------------------------- (Common stock, $.01 par value) 3,181,699 ARK RESTAURANTS CORP. AND SUBSIDIARIES - ------------------------------------------------------------------------------- INDEX - ------------------------------------------------------------------------------- PART I - FINANCIAL INFORMATION: PAGE ----- Item 1. Consolidated Financial Statements: Consolidated Condensed Balance Sheets - April 1, 2000 (Unaudited) and October 2, 1999 1 Consolidated Condensed Statements of Operations and Retained Earnings - 13-week periods ended April 1, 2000 (Unaudited) and April 3, 1999 (Unaudited) and 26-week periods ended April 1, 2000 (Unaudited) and April 3, 1999 (Unaudited) 2 Consolidated Condensed Statements of Cash Flows - 26-week periods ended April 1, 2000 (Unaudited) and April 3, 1999 (Unaudited) 3 Notes to Consolidated Condensed Financial Statements (Unaudited) 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5-8 PART II - OTHER INFORMATION: Item 4. Submission of Matters to a Vote of Security Holders 9 Item 6. Exhibits and Reports on Form 8-K 9 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ARK RESTAURANTS CORP. AND SUBSIDIARIES - -------------------------------------- CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) - ------------------------------------------------------------------------------- April 1, October 2, 2000 1999 --------- ---------- (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents ..................................................... $ 106 $ 334 Accounts receivable ........................................................... 3,159 3,074 Inventories ................................................................... 2,321 1,916 Current portion of long-term receivables ...................................... 1,323 446 Prepaid expenses and other current assets ..................................... 636 336 Refundable and prepaid income taxes ........................................... 2,842 -- Deferred income taxes ......................................................... 680 710 -------- ------ Total current assets ........................................................ 11,067 6,816 LONG-TERM RECEIVABLES ........................................................... 1,205 1,184 ASSETS HELD FOR SALE ............................................................ 900 988 FIXED ASSETS - At Cost: Leasehold improvements ........................................................ 33,843 23,500 Furniture, fixtures and equipment ............................................. 23,908 19,352 Leasehold improvements in progress ............................................ 788 4,408 -------- ------ 58,539 47,260 Less accumulated depreciation and amortization ................................................................ 20,051 18,163 -------- ------ 38,488 29,097 INTANGIBLE ASSETS - Less accumulated amortization of $2,997 and $3,259 ............................................. 4,766 5,295 DEFERRED INCOME TAXES ........................................................... 988 847 OTHER ASSETS .................................................................... 572 3,152 -------- ------ TOTAL ASSETS .................................................................... $57,986 $47,379 ======== ====== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - trade ...................................................... $ 3,277 $ 3,816 Accrued expenses and other current liabilities .................................................................. 4,237 4,737 Current maturities of long-term debt 682 972 Current maturities of capital lease obligations ............................... 51 149 Accrued income taxes .......................................................... -- 186 -------- ------ Total current liabilities ................................................... 8,247 9,860 LONG-TERM DEBT - net of current maturities ...................................... 24,810 6,683 OBLIGATIONS UNDER CAPITAL LEASES - net of current maturities ..................................................................... -- -- OPERATING LEASE DEFERRED CREDIT ................................................. 1,322 1,322 SHAREHOLDERS' EQUITY: Common stock, par value $.01 per share - authorized, 10,000 shares; issued, 5,249 and 5,208 shares ............................................... 52 52 Additional paid-in capital .................................................... 14,728 14,400 Retained earnings ............................................................. 17,175 22,060 -------- ------ 31,955 36,512 Less treasury stock, 2,068 and 1,927 shares ................................... 8,348 6,998 -------- ------ Total shareholders' equity ................................................ 23,607 29,514 -------- ------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...................................... $57,986 $47,379 ======== ====== See notes to consolidated condensed financial statements 1 ARK RESTAURANTS CORP. AND SUBSIDIARIES - -------------------------------------- CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Unaudited) (In Thousands, Except per share amounts) - ------------------------------------------------------------------------------- 13 Weeks Ended 26 Weeks Ended -------------------- ------------------ April 1, April 3, April 1, April 3, 2000 1999 2000 1999 --------- -------- -------- ------- NET SALES ....................................................................... $25,765 $23,345 $52,722 $50,278 COST OF SALES ................................................................... 6,813 6,361 13,873 13,471 ------- ------- ------- ------- GROSS RESTAURANT PROFIT ......................................................... 18,952 16,984 38,849 36,807 MANAGEMENT FEE INCOME ........................................................... 184 447 218 511 JOINT VENTURE LOSSES ............................................................ (4,828) -- (4,988) -- ------- ------- ------- ------- 14,308 17,431 34,079 37,318 ------- ------- ------- ------- OPERATING EXPENSES Payroll and payroll benefits .................................................. 10,310 8,987 20,295 18,748 Occupancy ..................................................................... 3,698 3,174 7,233 6,470 Depreciation and amortization ................................................. 1,270 959 2,277 1,951 Other ......................................................................... 4,125 3,075 7,328 5,711 ------- ------- ------- ------- 19,403 16,195 37,133 32,880 GENERAL AND ADMINISTRATIVE EXPENSES ....................................................................... 2,053 1,608 3,686 3,143 ------- ------- ------- ------- 21,456 17,803 40,819 36,023 ------- ------- ------- ------- OPERATING INCOME (LOSS) ......................................................... (7,148) (372) (6,740) 1,295 ------- ------- ------- ------- OTHER EXPENSE (INCOME): Interest expense, net ......................................................... 515 72 608 136 Other income .................................................................. (29) (183) (155) (290) ------- ------- ------- ------- 486 (111) 453 (154) ------- ------- ------- ------- INCOME (LOSS) before provision (benefit) for income taxes ..................................................... (7,634) (261) (7,193) 1,449 PROVISION (BENEFIT) for income taxes ............................................ (2,658) (104) (2,498) 580 ------- ------- ------- ------- NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE .................................................... (4,976) (157) (4,695) 869 CUMULATIVE EFFECT OF ACCOUNTING CHANGE .......................................... -- -- 190 -- ------- ------- ------- ------- NET INCOME (LOSS) ............................................................... (4,976) (157) (4,885) 869 RETAINED EARNINGS, Beginning of period ..................................................................... 22,151 18,591 22,060 17,565 ------- ------- ------- ------- RETAINED EARNINGS, End of period ................................................ $17,175 $18,434 $17,175 $18,434 ======= ======= ======= ======= PER SHARE INFORMATION - BASIC & DILUTED: INCOME (LOSS) BEFORE ACCOUNTING CHANGE ......................................... $ (1.56) $ (.04) $ (1.47) $ .24 CUMULATIVE EFFECT OF ACCOUNTING CHANGE ......................................... -- -- (.06) -- NET INCOME (LOSS) .............................................................. $ (1.56) $(.04) $(1.53) $ .24 ======= ======= ======= ======= WEIGHTED AVERAGE NUMBER OF SHARES-BASIC ......................................... 3,182 3,562 3,191 3,604 ======= ======= ======= ======= WEIGHTED AVERAGE NUMBER OF SHARES-DILUTED ....................................... 3,182 3,562 3,191 3,611 ======= ======= ======= ======= See notes to consolidated condensed financial statements 2 ARK RESTAURANTS CORP. AND SUBSIDIARIES - -------------------------------------- CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands) - ------------------------------------------------------------------------------- 26 Weeks Ended ---------------------- April 1, April 3, 2000 1999 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) before cumulative effect of accounting change ....................................................................... $(4,695) $ 869 Cumulative effect of accounting change .................................................... (190) -- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Write-off of joint venture advances ................................................... 4,988 -- Write-off of accounts receivable ...................................................... 280 -- Depreciation and amortization of fixed assets ......................................... 1,976 1,630 Amortization of intangibles ........................................................... 301 321 Gain on sale of restaurants ........................................................... -- (681) Deferred income taxes ................................................................. 111 50 Changes in assets and liabilities: Decrease (Increase) in accounts receivable ............................................ (365) 364 Decrease (Increase) in inventories .................................................... (405) 22 Decrease (Increase) in prepaid expenses and other current assets ....................................................................... (300) (43) Decrease (Increase) in refundable and prepaid income taxes ............................ (2,842) (158) Decrease (Increase) in other assets ................................................... (78) (523) Increase (Decrease) in accounts payable - trade ....................................... (539) (471) Increase (Decrease) in accrued expenses and other current liabilities .................................................................. (500) 235 Increase (Decrease) in accrued income taxes ........................................... (186) (705) ------- ------ Net cash provided (used) by operating activities .................................. (2,444) 910 ------- ------ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to fixed assets ................................................................. (11,287) (1,806) Joint venture advances .................................................................... (3,297) -- Additions to intangible assets ............................................................ -- (18) Payments received on long-term receivables ................................................ 83 153 Restaurant sales .......................................................................... -- 975 ------- ------ Net cash used in investing activities .............................................. (14,501) (696) ------- ------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds of long-term debt ................................................................ 18,450 4,200 Principal payment on long-term debt ....................................................... (613) (2,498) Principal payment on capital lease obligations ............................................ (98) (136) Purchase of treasury stock ................................................................ (1,350) (1,626) Exercise of stock options ................................................................. 328 -- ------- ------ Net cash provided by (used) in financing activities ................................ 16,717 (60) ------- ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...................................... (228) 154 CASH AND CASH EQUIVALENTS, beginning of period ............................................ 334 1,023 ------- ------ CASH AND CASH EQUIVALENTS, end of period .................................................. $ 106 $ 1,177 ======= ====== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during year for: Interest ................................................................................. $ 836 $ 224 ======= ====== Income taxes ............................................................................. $ 531 1,392 ======= ====== See notes to consolidated condensed financial statements. 3 ARK RESTAURANTS CORP. AND SUBSIDIARIES - -------------------------------------- NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) - ------------------------------------------------------------------------------- 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS The consolidated condensed financial statements have been prepared by Ark Restaurants Corp. (the "Company"), without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at April 1, 2000 and results of operations and changes in cash flows for the periods ended April 1, 2000 and April 3, 1999 have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended October 2, 1999. The results of operations for the periods ended April 1, 2000 are not necessarily indicative of the operating results for the full year. 2. ACCOUNTING CHANGE The Company adopted in the quarter ended January 1, 2000, Statement of Position 98-5, Reporting on the Costs of Start-Up Activities, which requires costs of start-up activities and organization costs to be expensed as incurred. The Company had previously capitalized organization costs and then amortized such costs over five years. The Company had net deferred organization expenses of $300,000 in intangible assets as of October 2, 1999 and such amount ($190,000 after taxes) is reported as a cumulative effect of a change in accounting principle. 3. JOINT VENTURE LOSSES The Company, through a wholly owned subsidiary, was a partner with a 50% interest in a partnership that was formed to develop and construct four restaurants at a large theatre development in Southfield, Michigan. In March 2000, the Company withdrew from the project and incurred charges, during the 13-week period ended April 1, 2000, of $4,828,000 ($3,198,000 after tax) from the write-off of advances for construction costs and working capital needs on the project. 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements. Certain of these risks and uncertainties are discussed under the heading "forward looking statements"in the Company's annual report on form 10-K for the fiscal year ended October 2, 1999. NET SALES Net sales at restaurants owned by the Company increased 10.4% in the 13-week period ended April 1, 2000 from the comparable period ended April 3, 1999. Net sales for the quarter increased by $2,267,000 from sales at restaurants which the Company did not operate in the 13-week period last year. Specifically, Thunder Grill at Union Station in Washington, D.C. and one food court outlet at the Venetian Casino Resort in Las Vegas, Nevada opened in the fiscal year ended October 2, 1999, while in the current fiscal year - Lutece, Tsunami and three additional food court outlets have also opened in the Venetian Casino Resort. Net sales also increased by $1,382,000 from a 6.3% increase in same store sales. The components of this increase consisted of a 7.2% increase in the Company's Las Vegas operations along with a 5.5% increase in the Company's other operations. The increase in net sales for the quarter was offset in part by the loss of sales totaling $1,324,000 at restaurants that the Company no longer operates (Louisiana Community Bar & Grill closed in the fourth quarter of fiscal 1999 and B. Smiths New York was closed for substantially all of the quarter as it was being converted to another concept). Net sales at restaurants owned by the Company increased 4.9% in the 26-week period ended April 1, 2000 from the comparable period ended April 3, 1999. Net sales increased by $3,383,000 from sales at restaurants which the Company did not operate last year (Thunder Grill in Washington, D.C. and the restaurants and food court outlets in the Venetian Casino Resort). Net sales also increased by $1,665,000 from a 3.6% increase in same store sales. The components of this increase consisted of a 4.1% increase in the Company's Las Vegas operations along with a 3.2% increase in the Company's other operations. The increase in net sales for the 26-weeks was offset in part by the loss of sales totaling $2,604,000 at restaurants that the Company no longer operate (B. Smith's DC, Perretti Italian Cafe, Louisiana Community Bar & Grill and B. Smith's New York). COSTS AND EXPENSES The Company's cost of sales consists of food and beverage costs at restaurants owned by the Company. For 13-week period ended April 1, 2000 cost of sales as a percentage of net sales was 26.4% as compared to 27.2% last year while cost of sales as a percentage of net sales for the 26-week period ended April 1, 2000 was 26.3% as compared to 26.8% last year. Operating expenses of the Company, consisting of restaurant payroll, occupancy and other expenses at restaurants owned by the Company, as a percentage of net sales, were 75.3% for the 13-week period ended April 1, 2000 as compared to 69.4% last year and for the 26-week period ended April 1, 2000 were 70.4% as compared to 65.4% last year. Operating expenses in the 13-week period ended April 1, 2000 were impacted by pre-opening expenses and early 5 operating losses of $760,000 at newly opened restaurants (Lutece and Tsunami in the Venetian Casino resort); expenses of $491,000 associated with the anticipated sale of two restaurants (America in McLean, Virginia and Arlo); and expenses of $389,000 associated with the conversion of a New York City restaurant which reopened in May 2000 (Jack Rose formerly operated as B.Smith's). Operating expenses in the 26-week period ended April 3, 1999 is net of gains on sale of restaurants totaling $681,000, or 1.4% of sales. There were no sales in the current fiscal year. General and administrative expenses, as a percentage of net sales, were 8.0% for the 13-week period ended April 1, 2000 as compared to 6.9% last year and were 7.0% during the 26-week period ended April 1, 2000 as compared to 6.3% last year. If net sales at managed restaurants and bars were included in consolidated net sales, general and administrative expenses as a percentage of net sales would have been 7.5% for the 13-week period ended April 1, 2000 as compared to 6.4% last year and would have been 6.5% for the 26-week period ended April 1, 2000 as compared to 5.8% last year. A significant portion of the increase in the 13-week period ended April 1, 2000 is due to costs associated with the expansion of the Company's corporate sales department and travel expenditures associated with the Company's newly opened Las Vegas restaurants. The Company had a net loss of $4,976,000 for the 13-week period ended April 1, 2000 as compared to a net loss of $157,000 last year and had a net loss of $4,885,000 for the 26-week period ended April 1, 2000 as compared to net income of $869,000 last year. The results for the 13-week period ended April 1, 2000 include an after tax charge of $3,198,000 due to the withdrawal in March 2000 from the Company's operation of restaurants at a large theatre development in Southfield, Michigan; after tax pre-opening expenses and early operating losses of $486,000 at newly opened restaurants (Lutece and Tsunami in the Venetian Casino resort); after tax expenses of $314,000 associated with the anticipated sale of two restaurants (America in McLean, Virginia and Arlo); and after tax expenses of $249,000 associated with the conversion of a New York City restaurant which reopened in May 2000. The results for the 26-week period ended April 3, 1999 include after tax gains of $388,000 from the sale of two restaurants (B. Smith's DC and Perretti Italian Cafe). During the 26-week period ended April 1, 2000 the Company managed five restaurants owned by third parties. Net sales of the managed locations were $3,606,000 during the 26-week period ended April 1, 2000 as compared to $3,851,000 last year. This decrease was primarily the result of the termination of one management agreement. Net sales of these operations are not included in consolidated net sales. INCOME TAXES The provision for income taxes reflects Federal income taxes calculated on a consolidated basis and state and local income taxes calculated by each subsidiary on a non consolidated basis. Most of the restaurants owned or managed by the Company are owned or managed by a separate subsidiary. For state and local income tax purposes, the losses incurred by a subsidiary may only be used to offset that subsidiary's income, with the exception of the restaurants which operate in the District of Columbia. Accordingly, the Company's overall effective income tax rate has varied depending on the level of the losses incurred at individual subsidiaries. 6 The Company's overall effective tax rate in the future will be affected by factors such as the level of losses incurred at the Company's New York facilities (which cannot be consolidated for state and local tax purposes), pre-tax income earned outside of New York City (Nevada has no state income tax and other states in which the Company operate have income tax rates substantially lower in comparison to New York) and the utilization of state and local net operating loss carry forwards. In order to more effectively utilize tax loss carry forwards at restaurants that were unprofitable, the Company has merged certain profitable subsidiaries with certain loss subsidiaries. As a result of the enactment of the Revenue Reconciliation Act of 1993, the Company is entitled, to a tax credit based on the amount of FICA taxes paid by the Company with respect to the tip income of restaurant service personnel. The Company estimates that this credit will be in excess of $500,000 for the current year. The Internal Revenue Service is currently examining the Company's Federal Income Tax returns for the fiscal years ended September 28, 1991 through October 1, 1994, and has proposed certain adjustments, all of which are being contested by the Company. The adjustments primarily relate to (i) pre-opening, legal and accounting expenses incurred in connection with new or acquired restaurants that the Internal Revenue Service asserts should have been capitalized and amortized rather than currently expensed and (ii) travel and meal expenses for which the Internal Revenue Service asserts the Company did not comply with certain record keeping requirements of the Internal Revenue Code. The Company has reached an agreement in principle with the Internal Revenue Service to resolve the proposed adjustments. The Company does not believe that the final adjustments contemplated by the agreement will have a material effect on the Company's financial condition. LIQUIDITY AND SOURCES OF CAPITAL The Company's primary source of capital is cash provided by operations and funds available from the revolving credit agreement with its main bank, Bank Leumi USA. The Company from time to time also utilizes equipment financing in connection with the construction of a restaurant and seller financing in connection with the acquisition of a restaurant. The Company utilizes capital primarily to fund the cost of developing and opening new restaurants and acquiring existing restaurants. The Company's Revolving Credit Facility with its main bank includes a $28,000,000 facility for use in construction and acquisition of new restaurants and for working capital at the Company's existing restaurants. The facility will allow the Company to borrow up to $28,000,000 until December 2001 at which time outstanding loans can be converted into a term loan not to exceed $22,000,000 payable over 36 monthly installments. The loans bear interest at a rate of prime plus 1/2%. At April 1, 2000 the Company had borrowings of $24,300,000 outstanding under its existing facility. The Company also has a five-year $2,000,000 letter of credit facility for use in lieu of lease security deposits. At April 1, 2000 the Company had delivered $489,000 in irrevocable letters of credit on this facility. In January 1997, pursuant to a new equipment financing facility, the Company borrowed from its main bank $2,851,000 at an interest rate of 8.75% to refinance the purchase of various restaurant equipment at the Las Vegas restaurant facilities. The note, which is payable in 60 equal monthly 7 installments through January 2002, is secured by such restaurant equipment. At April 1, 2000 the Company had $1,192,000 outstanding on this facility. At April 1, 2000, the Company had working capital $2,820,000 as compared to a working capital deficit of $3,044,000 at October 2, 1999. The restaurant business does not require the maintenance of significant inventories or receivables, thus the Company is able to operate with minimal and even negative working capital. The amount of indebtedness that may be incurred by the Company is limited by the revolving credit agreement with its main bank. Certain provisions of the agreement may impair the Company's ability to borrow funds. The agreement contains certain financial covenants such as minimum cash flow in relation to the Company's debt service requirements and the maintenance of minimum shareholders' equity. At April 1, 2000, the Company shareholders' equity was below the minimum required amount due to the write-off of advances on the Company's withdrawal from the Southfield, Michigan project. The Company received a waiver from the bank on this maintenance requirement. RESTAURANT EXPANSION The Company recently opened two restaurants (Lutece and Tsunami Asian Grill) and three food court facilities in the Venetian Casino Resort in Las Vegas, Nevada. One additional restaurant at the Venetian Casino Resort is scheduled to open in the first half of fiscal year 2001. The Company has also started construction on one large restaurant along with a number of food court outlets at the new Aladdin Resort and Casino in Las Vegas, Nevada. This casino is currently under construction and is expected to open in the later part of fiscal 2000. The Company expects to spend up to $10,000,000 to open and operate these facilities. Although the Company is not currently committed to any other projects, the Company is exploring additional opportunities for expansion of its business. The Company expects to fund its existing projects through cash from operations and its current credit facilities. However, the Company is negotiating an expansion of its credit facility that will enable it to further meet the Company's anticipated future expansion. YEAR 2000 To date there have been no adverse effects to the Company's financial statements as a result of the year 2000 issues. 8 PART 11 - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its annual meeting of stockholders on March 16, 2000. The following matters were submitted to a vote of the Company's stockholders: (i) The election of nine directors; (ii) The ratification of the appointment of Deloitte & Touche LLP as independent auditors for the 2000 fiscal year. The Company's stockholders re-elected the entire Board of Directors consisting of Ernest Bogen, Michael Weinstein, Vincent Pascal, Robert Towers, Andrew Kuruc, Paul Gordon, Donald D.Shack, Jay Galin and Bruce Lewin. Each director received at least 99% of the votes cast at the meeting. The Company's stockholders ratified the Board of Director's appointment of Deloitte & Touche LLP as the Company's independent auditors for the 2000 fiscal year by a vote of 2,900,629 for, 1,910 against and 100 abstentions. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K - none 9 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, thereunto duly authorized. Date: May 15, 2000 ARK RESTAURANTS CORP. By /S/ Michael Weinstein ---------------------- Michael Weinstein, President By /S/ Andrew B. Kuruc -------------------- Andrew B. Kuruc Vice President, Controller and Principal Accounting Officer 10