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 June 30, 2001
/ / 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.
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(Exact name of registrant as specified in its charter)
New York 13-3156768
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
85 Fifth Avenue, New York, New York 10003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (212) 206-8800
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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
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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 August 10, 2001
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(Common stock, $.01 par value) 3,181,299
ARK RESTAURANTS CORP. AND SUBSIDIARIES
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INDEX
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Page
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PART I - FINANCIAL INFORMATION:
Item 1. Consolidated Financial Statements:
Consolidated Condensed Balance Sheets - June 30, 2001
(Unaudited) and September 30, 2000 3
Consolidated Condensed Statements of Operations and Retained Earnings -
13-week periods ended June 30, 2001 (Unaudited) and July 1, 2000
(Unaudited) and 39-week periods ended June 30, 2001 (Unaudited) and July 1,
2000 (Unaudited) 4
Consolidated Condensed Statements of Cash Flows - 39-week periods ended
June 30, 2001 (Unaudited) and July 1, 2000 (Unaudited) 5
Notes to Consolidated Condensed Financial
Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II - OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 12
2
Part I - Financial Information
Item 1. Financial Statements
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
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June 30, September 30,
2001 2000
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 108 $ 697
Accounts receivable 4,092 4,045
Inventories 2,251 2,133
Current portion of long-term receivables 214 1,427
Prepaid expenses and other current assets 873 347
Refundable and prepaid income taxes 875 1,308
Deferred income taxes 1,694 1,694
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Total current assets 10,107 11,651
LONG-TERM RECEIVABLES 1,139 1,130
FIXED ASSETS - At Cost:
Leasehold improvements 39,123 38,099
Furniture, fixtures and equipment 30,983 31,157
Leasehold improvements in progress 311 267
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70,417 69,523
Less accumulated depreciation and
amortization 26,400 22,325
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44,017 47,198
INTANGIBLE ASSETS - Less accumulated
amortization of $3,492 and $3,194 4,272 4,570
DEFERRED INCOME TAXES 1,533 1,533
OTHER ASSETS 1,122 934
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TOTAL ASSETS $62,190 $67,016
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 4,306 $ 5,293
Accrued expenses and other current
liabilities 3,670 6,206
Current maturities of long-term debt 7,704 5,073
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Total current liabilities 15,680 16,572
LONG-TERM DEBT - net of current maturities 19,332 24,447
OPERATING LEASE DEFERRED CREDIT 1,213 1,213
SHAREHOLDERS' EQUITY:
Common stock, par value $.01 per share -
authorized, 10,000 shares;
issued, 5,249 shares 52 52
Additional paid-in capital 14,743 14,743
Retained earnings 19,520 18,337
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34,315 33,132
Less treasury stock, 2,068 shares 8,350 8,348
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Total shareholders' equity 24,965 24,784
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $62,190 $67,016
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See notes to consolidated condensed financial statements
3
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Unaudited)
(In Thousands, Except per share amounts)
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13 Weeks Ended 39 Weeks Ended
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June 30, July 1, June 30, July 1,
2001 2000 2001 2000
-------- -------- -------- --------
NET SALES $ 36,805 $ 33,810 $ 96,037 $ 86,532
COST OF SALES 9,247 8,592 24,450 22,465
-------- -------- -------- --------
GROSS RESTAURANT PROFIT 27,558 25,218 71,587 64,067
MANAGEMENT FEE INCOME 105 152 255 370
JOINT VENTURE LOSSES - - (150) (4,988)
-------- -------- -------- --------
27,663 25,370 71,692 59,449
-------- -------- -------- --------
OPERATING EXPENSES
Payroll and payroll benefits 11,913 11,051 33,777 31,346
Occupancy 4,772 3,709 13,518 10,942
Depreciation and amortization 1,476 1,240 4,396 3,517
Other 4,079 4,241 11,333 11,569
-------- -------- -------- --------
22,240 20,241 63,024 57,374
-------- -------- -------- --------
INCOME FROM RESTAURANT OPERATIONS 5,423 5,129 8,668 2,075
GENERAL AND ADMINISTRATIVE
EXPENSES 1,831 1,848 5,133 5,534
-------- -------- -------- --------
OPERATING INCOME (LOSS) 3,592 3,281 3,535 (3,459)
-------- -------- -------- --------
OTHER EXPENSE (INCOME):
Interest expense, net 525 622 1,858 1,230
Other income (91) (132) (231) (287)
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434 490 1,627 943
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INCOME (LOSS) before provision
(benefit) for income taxes 3,158 2,791 1,908 (4,402)
PROVISION (BENEFIT) for income taxes 1,200 1,018 725 (1,480)
-------- -------- -------- --------
NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 1,958 1,773 1,183 (2,922)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - (190)
-------- -------- -------- --------
NET INCOME (LOSS) 1,958 1,773 1,183 (3,112)
RETAINED EARNINGS, Beginning
of period 17,562 17,175 18,337 22,060
-------- -------- -------- --------
RETAINED EARNINGS, End of period $ 19,520 $ 18,948 $ 19,520 $ 18,948
======== ======== ======== ========
PER SHARE INFORMATION - BASIC & DILUTED:
INCOME (LOSS) BEFORE ACCOUNTING CHANGE $ .62 $ .56 $ .37 ($.92)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE - - - (.06)
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NET INCOME (LOSS) $ .62 $ .56 $ .37 ($.98)
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WEIGHTED AVERAGE NUMBER OF SHARES-BASIC 3,182 3,182 3,182 3,189
===== ===== ===== =====
WEIGHTED AVERAGE NUMBER OF SHARES-DILUTED 3,183 3,182 3,182 3,189
===== ===== ===== =====
See notes to consolidated condensed financial statements
4
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
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39 Weeks Ended
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June 30, July 1,
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) before cumulative effect
of accounting change $ 1,183 ($ 2,922)
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 150 4,988
Write-off of accounts receivable - 280
Depreciation and amortization of fixed assets 4,075 3,104
Amortization of intangibles 321 413
Deferred income taxes - 111
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable (47) (322)
Decrease (Increase) in inventories (118) (211)
Decrease (Increase) in prepaid expenses and other
current assets (526) (58)
Decrease (Increase) in refundable and prepaid income taxes 433 (2,003)
Decrease (Increase) in other assets (210) (364)
Increase (Decrease) in accounts payable - trade (987) (395)
Increase (Decrease) in accrued expenses and other
current liabilities (2,536) (697)
Increase (Decrease) in accrued income taxes - (186)
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Net cash provided by operating activities 1,738 1,548
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to fixed assets (2,453) (14,922)
Joint venture advances - (3,297)
Issuance of long term receivables (74) (66)
Proceeds from sale leaseback 1,559 -
Payments received on long-term receivables 1,127 211
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Net cash provided by (used in) investing activities 159 (18,074)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of long-term debt 4,100 20,720
Principal payment on long-term debt (6,584) (2,936)
Principal payment on capital lease obligations - (149)
Purchase of treasury stock (2) (1,350)
Exercise of stock options - 328
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Net cash provided by (used in) financing activities (2,486) 16,613
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NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (589) 87
CASH AND CASH EQUIVALENTS, beginning of period 697 334
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CASH AND CASH EQUIVALENTS, end of period $ 108 $ 421
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during year for:
Interest $ 1,969 $ 1,525
======== ========
Income taxes $ 492 $ 701
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See notes to consolidated condensed financial statements.
5
ARK RESTAURANTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
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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 June 30, 2001 and results of operations
and changes in cash flows for the periods ended June 30, 2001 and July 1, 2000
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 September 30, 2000. The results of operations for the periods ended June
30, 2001 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. Impact of New Accounting Standards
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
as amended by SFAS No. 137 and 138, establishes standards for measuring,
classifying and reporting all derivative financial instruments in the financial
statements. SFAS No. 133 was effective for the Company beginning the first
quarter of fiscal year 2001 and this standard did not have a material impact on
the Company's financial position or results of operations.
SFAS No. 141, "Business Combinations", requires that all business
combinations initiated after June 30, 2001 be accounted for using one method,
the purchase method. Use of the pooling of interests method is now prohibited.
SFAS No. 142, "Goodwill and Other Intangible Assets", applies to goodwill and
certain intangibles acquired after June 30, 2001 as well as to existing goodwill
and certain intangibles. The statement specifies that such assets will no longer
be amortized but instead will be subject to periodic impairment testing. The
statement will be effective for fiscal years beginning after December 15, 2001.
The Company has not determined the impact, if any, that this statement will have
on its consolidated financial position or results of operations.
6
4. Long-Term Debt
In November 2000, the Company amended its credit agreement with its main
bank, Bank Leumi USA. The new amendment allows the Company to borrow up to
$28,500,000 for use in construction of and acquisition of new restaurants and
for working capital purposes at the Company's existing restaurants. The Company
is required to repay any borrowings that exceed $23,000,000 on September 30,
2001, and $22,000,000 on December 27, 2001. On December 27, 2001, the revolving
loans will be converted into term loans payable over 36 months. Outstanding
loans bear interest at prime + 1/2%. The agreement also includes a five year
$1,500,000 Letter of Credit Facility for use at the Company's restaurants in
lieu of lease security deposits. At June 30, 2001 the Company had borrowings of
$25,350,000 outstanding on this facility. At June 30, 2001 the Company was in
compliance with all covenants except for two covenants relating to minimum net
worth and employee accounts receivable. The Company received a waiver from the
bank.
5. Equipment Refinancing
In November 2000, the Company entered into a sale and leaseback agreement
with GE Capital for $1,652,000 to refinance the purchase of various restaurant
equipment in a hotel and casino in Las Vegas, Nevada. The lease bears interest
at 8.65% per annum and is payable in 48 equal monthly installments of $31,785
until maturity in November 2004 at which time the Company has an option to
purchase the equipment for $519,440. Alternatively, the Company can extend the
lease for an additional 12 months at the same monthly payment until maturity in
November 2005 and repurchase the equipment at such time for $165,242.
6. 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. In the quarter ended March 31, 2001 the Company recorded a charge
of $150,000 due to a partial write-off of a $1,000,000 note which the Company
collected in March 2001. The note was issued in March 2000 when the Company
withdrew from the Southfield project.
7. Restaurant Closing
In January 2001 the Company closed its America restaurant in Tyson's Corner,
McLean, Virginia. The Company had been unsuccessful in its efforts to sell this
restaurant and had recorded an impairment charge of $810,769 in the fourth
quarter of fiscal 2000.
7
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 September 30,
2000.
Net Sales
Net sales at restaurants owned by the Company increased 8.9% in the
13-week period ended June 30, 2001 from the comparable period ended July 1,
2000. Net sales for the quarter increased by $2,345,000 from sales at
restaurants which the Company did not operate last year (V-Bar at the Venetian
Casino Resort in Las Vegas, Nevada and Fat Anthony's and the Alakazam Food Court
at Desert Passage, which adjoins the Aladdin Resort & Casino in Las Vegas) along
with sales at a restaurant which operated for only a part of the comparable
period last year (Jack Rose in New York City). Net sales also increased by
$1,022,000 from a 3.1% increase in same store sales.
Net sales at restaurants owned by the Company increased 11.0% in the
39-week period ended June 30, 2001 from the comparable period last year. Net
sales increased by $8,658,000 from sales at restaurants which the Company did
not operate last year (V-Bar, Fat Anthony's and the Alakazam Food Court) along
with sales at restaurants which operated for only a part of the comparable
period last year (Tsunami and Lutece at the Venetian Casino Resort and Jack Rose
in New York City). Net sales also increased by $1,422,000 from a 1.7% increase
in same store sales.
Costs and Expenses
The Company's cost of sales consists of food and beverage costs at
restaurants owned by the Company. For the 13-week period ended June 30, 2001,
cost of sales as a percentage of net sales was 25.1% as compared to 25.4% last
year while cost of sales as a percentage of net sales for the 39-week period
ended June 30, 2001 was 25.5% as compared to 26.0% 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 60.4% for the 13-week period ended June 30, 2001
as compared to 59.9% last year and for the 39-week period ended June 30, 2001
were 65.6% as compared to 66.3% last year.
General and administrative expenses, as a percentage of net sales, were
5.0% for the 13-week period ended June 30, 2001 as compared to 5.5% last year
and were 5.3% during the 39-week period ended June 30, 2001 as compared to 6.4%
last year. The decrease in general and administrative expenses, as a percentage
of net sales in the 13-week period ended June 30, 2001, is principally due to
the fact that general and administrative expenses remained relatively unchanged
while sales increased by 8.9%.
The Company had net income of $1,958,000 for the 13-week period ended June
30, 2001 as compared to net income of $1,773,000 last year and had net income of
$1,183,000 for the 39-week period ended June 30, 2001 as compared to a net loss
of $3,112,000 last year. The results for the 39-week period ended July 1, 2000
8
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 which the Company no longer operates (America in McLean,
Virginia and Arlo); and after tax expenses of $249,000 associated with the
conversion of a New York City restaurant (Jack Rose) which reopened in May 2000.
Net sales of managed restaurants were $3,213,000 during the 39-week period
ended June 30, 2001 as compared to $6,254,000 last year. In December 2000, three
restaurants which the Company managed at one site in Boston, Massachusetts
closed as the lease expired and was not renewed by the landlord. At June 30,
2001 the Company managed one restaurant. Net sales of managed restaurants 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.
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 30, 1995 through October
3, 1998. The Company does not expect the results from such examination to 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
9
primarily to fund the cost of developing and opening new restaurants and
acquiring existing restaurants.
In November 2000 the Company and its main bank, Bank Leumi USA amended its
Revolving Credit Facility. The amended agreement allows the Company to borrow up
to $28,500,000 for use in construction of and acquisition of new restaurants and
for working capital at the Company's existing restaurants. The Company is
required to repay any borrowings to the extent such borrowings exceed
$23,000,000 on September 30, 2001 and $22,000,000 on December 27, 2001. At
December 2001 the revolving loans will be converted into a term loan payable
over 36 months. Outstanding loans bear interest at prime plus 1/2%. At June 30,
2001 the Company had borrowings of $25,350,000 outstanding on the facility. The
Company also has a $1,500,000 letter of credit facility for use in lieu of lease
security deposits. At June 30, 2001 the Company had delivered $889,000 in
irrevocable letters of credit on this facility.
At June 30, 2001, the Company had a working capital deficit of $5,573,000
as compared to a working capital deficit of $4,921,000 at September 30, 2000.
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 Facility. 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, ratio of debt to equity, and the maintenance of minimum
shareholders' equity. In November 2000 the Company received a waiver for
covenants that the Company was not in compliance with at September 30, 2000 and
certain covenants were also modified for future periods. At June 30, 2001 the
Company was in compliance with all covenants except for two covenants relating
to minimum net worth and employee accounts receivable. The Company received a
waiver from the bank.
In November 2000, the Company entered into a sale and leaseback agreement
with GE Capital for $1,652,000 to refinance the purchase of various restaurant
equipment in a hotel and casino in Las Vegas, Nevada. The lease bears interest
at 8.65% per annum and is payable in 48 equal monthly installments of $31,785
until maturity in November 2004 at which time the Company has an option to
purchase the equipment for $519,440. Alternatively, the Company can extend the
lease for an additional 12 months at the same monthly payment until maturity in
November 2005 and repurchase the equipment at such time for $165,242.
Quantitative and Qualitative Disclosures about Market Risks
The Company is exposed to market risk from changes in interest rates on our
outstanding credit agreement with its main bank, Bank Leumi USA. The revolving
credit line bears interest at prime plus 1/2%.
Restaurant Expansion
In fiscal 2000, the Company opened two restaurants at the Venetian Casino
Resort (Tsunami and Lutece) along with a restaurant (Fat Anthony's) and six food
court outlets (Alakazam Food Court) at Desert Passage with adjoins the Aladdin
Casino & Resort in Las Vegas, Nevada. The Venetian Casino Resort operations
became cash flow positive in the fourth quarter of fiscal 2000 and have been
profitable in fiscal 2001. The Desert Passage operations are not yet profitable.
10
In November 2000, the Company opened a bar in the Venetian Casino Resort
(V-Bar) and is scheduled to open another bar at such casino in fiscal 2001. As
the Company is not currently committed to any other projects, a substantial
portion of the Company's current year's cash flow is now scheduled to be applied
to debt reduction. Any significant new projects would require additional
external financing.
Restaurant Closing
In January 2001 the Company closed its restaurant in Tyson's Corner,
McLean, Virginia (America). The Company had been unsuccessful in its efforts to
sell this restaurant and had recorded an impairment charge of $810,769 in the
fourth quarter of fiscal 2000.
11
Part ll - Other Information
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
12
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: August 10, 2001
ARK RESTAURANTS CORP.
By /s/ Michael Weinstein
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Michael Weinstein, President
By /s/ Andrew Kuruc
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Andrew Kuruc,
Vice President, Controller and
Principal Accounting Officer
13