SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2005
Commission file number 0-14030
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)
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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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
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 January 26, 2006
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(Common stock, $.01 par value) 3,462,299
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars and shares in Thousands)
December 31, October 1,
2005 2005
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(unaudited)
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ASSETS
CURRENT ASSETS:
Cash $ 3,381 $ 5,723
Accounts receivable 2,978 2,821
Employee receivables 321 294
Current portion of long-term receivables 304 299
Inventories 1,768 1,615
Deferred income taxes 640 630
Prepaid expenses and other current assets 536 1,417
Assets held for sale 1,257 -
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Total current assets 11,185 12,799
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LONG-TERM RECEIVABLES 1,167 1,275
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FIXED ASSETS
Leasehold improvements 33,445 31,252
Furniture, fixtures and equipment 27,977 28,107
Construction in progress 400 1,782
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61,822 61,141
Less accumulated depreciation and
amortization 37,478 37,096
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24,344 24,045
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INTANGIBLE ASSETS, NET 191 198
GOODWILL 3,440 3,440
DEFERRED INCOME TAXES 4,750 4,679
OTHER ASSETS 739 729
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TOTAL $ 45,816 $ 47,165
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 1,947 $ 2,740
Accrued expenses and other current
liabilities 3,587 4,756
Accrued income taxes 518 1,004
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Total current liabilities 6,052 8,500
OPERATING LEASE DEFERRED CREDIT 2,099 878
OTHER LIABILITIES 361 374
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TOTAL LIABILITIES 8,512 9,752
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COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, par value $.01 per share -
authorized, 10,000 shares; issued, 5,533 56 56
Additional paid-in capital 18,624 18,437
Retained earnings 27,176 27,472
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45,856 45,965
Less stock option receivable (166) (166)
Less treasury stock of 2,070 shares (8,386) (8,386)
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Total shareholders' equity 37,304 37,413
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TOTAL $ 45,816 $ 47,165
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See notes to consolidated condensed financial statements.
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
(In Thousands, Except per share amounts)
13 Weeks Ended
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December 31, January 1,
2005 2005
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TOTAL REVENUES $ 27,362 $ 26,683
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COST AND EXPENSES:
Food and beverage cost of sales 6,697 6,662
Payroll expenses 8,940 8,581
Occupancy expenses 4,232 4,041
Other operating costs and expenses 3,420 2,986
General and administrative expenses 1,722 1,820
Depreciation and amortization 780 821
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Total costs and expenses 25,791 24,911
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OPERATING INCOME 1,571 1,772
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OTHER INCOME:
Interest income 25 25
Other income 210 69
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Total other income 235 94
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Income from continuing operations
before income taxes 1,806 1,866
Provision for income taxes 614 541
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Income from continuing operations 1,192 1,325
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DISCONTINUED OPERATIONS:
Loss from operations of discountinued restaurants (418) (199)
Benefit for income taxes (142) (58)
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Loss from discontinued operations (276) (141)
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NET INCOME $ 916 $ 1,184
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PER SHARE INFORMATION - BASIC AND DILUTED:
Continuing operations basic $ .34 $ .39
Discountinued operations basic $ (.08) $ (.04)
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Basic $ .26 $ .35
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Continuing operations diluted $ .34 $ .38
Discontinued operations diluted $ (.08) $ (.04)
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Diluted $ .26 $ .34
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WEIGHTED AVERAGE NUMBER OF SHARES-BASIC 3,462 3,395
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WEIGHTED AVERAGE NUMBER OF SHARES-DILUTED 3,546 3,533
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See notes to consolidated condensed financial statements.
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
13 Weeks Ended
-------------------------
December 31, January 1,
2005 2005
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 916 $ 1,184
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred income taxes (81) (79)
Stock-based compensation 187
Depreciation and amortization 780 821
Depreciation and amortization on discontinued
operations 145 146
Operating lease deferred credit (12) (37)
Changes in operating assets and liabilities:
Accounts receivable (157) (1,405)
Employee receivables (27) 103
Inventories (153) 7
Prepaid expenses and other current assets 881 (35)
Other assets (10) 22
Accounts payable - trade (793) (377)
Accounts payable - discontinued operations (13) (17)
Accrued income taxes (486) (1,360)
Accrued expenses and other current liabilities (1,169) (474)
Cash received from landlord 1,233 -
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Net cash provided by (used in) operating
activities 1,241 (1,501)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to fixed assets (2,474) (165)
Additions to fixed assets - discontinued
operations - (399)
Payments received on long-term receivables 103 80
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Net cash used in investing activities (2,371) (484)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt - (31)
Dividends paid (1,212) (1,187)
Exercise of stock options - 88
Proceeds from stock option receivables - 55
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Net cash used in financing activities (1,212) (1,075)
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NET DECREASE IN CASH (2,342) (3,060)
CASH, Beginning of period 5,723 4,435
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CASH, End of period $ 3,381 $ 1,375
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ 3
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Income taxes $ 1,038 $ 1,920
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See notes to consolidated condensed financial statements.
ARK RESTAURANTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
December 31, 2005
(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 December 31, 2005, results of operations and cash flows for the 13-week periods ended December 31, 2005 and January 1, 2005.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These consolidated condensed financial statements should 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 1, 2005. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the full year.
Certain reclassifications have been made to the 2005 financial statements to conform to the 2006 presentation.
2. RECENT RESTAURANT DISPOSITIONS
The Company entered into a sale and leaseback agreement with GE Capital in November 2000 to refinance the purchase of various restaurant equipment at its food and beverage facilities at the Desert Passage, the retail complex at the Aladdin Resort & Casino in Las Vegas, Nevada. In 2002, the operations at the Aladdin were abandoned. The lease matured in November 2005 and, in connection therewith, the Company made an unprovided for lump sum payment of $142,000 due under this lease. This lump sum payment is included in discontinued operations.
The Company's restaurant, America, located in New York City has experienced declining sales for several years. In March 2004, the Company entered into a new lease for this restaurant at a significantly increased rent. The Company entered into this lease with the belief that due to the location and the uniqueness of the space the lease had value. On January 19, 2005, the Company signed a definitive agreement for the sale of this restaurant which closed on March 15, 2005. The Company recorded an operating loss of $13,000 for the first fiscal quarter of 2006 and operating income of $74,000 during the first fiscal quarter of 2005. The operating income and loss are included in discontinued operations. The sale was finalized during the second fiscal quarter of 2005.
The Company's bar/nightclub facility Venus, located at the Venetian Casino Resort, experienced a steady decline in sales and the Company felt that a new concept was needed at this location. During the first quarter of 2005, this bar/nightclub facility was closed for re-concepting and re-opened as "Vivid" on February 4, 2005. Total conversion costs were approximately $400,000. Sales at the new bar/nightclub facility have failed to reach the level sufficient to achieve the results the Company required and the Company is seeking a buyer for this facility. As of December 31, 2005, the Company classified the assets and liabilities of this bar/nightclub facility as "held for sale" in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144") based on the fact that the facility has met the criteria under SFAS No. 144. Based on the initial offers made on this facility, the Company does not anticipate a loss on the sale. The Company recorded an operating loss of $250,000 and $220,000, respectively, during the 13-week periods ended December 31, 2005 and January 1, 2005. These losses are included in discontinued operations.
3. RECEIVABLES FROM EMPLOYEES IN RESPECT OF STOCK OPTION EXERCISES
Receivables from employees in respect of stock option exercises includes amounts due from officers and directors totaling $166,000 at December 31, 2005 and October 1, 2005. Such amounts, which are due from the exercise of stock options in accordance with the Company's Stock Option Plan, are payable on demand with interest at 1/2% above prime (7.25% at December 31, 2005).
4. INCOME PER SHARE OF COMMON STOCK
Net income per share is computed in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share, and is calculated on the basis of the weighted average number of common shares outstanding during each period plus,
for diluted earnings per share, the additional dilutive effect of potential common stock. Potential common stock using the treasury stock method consists of dilutive stock options and warrants.
For the 13-week period ended December 31, 2005 options to purchase 107,000 shares of common stock at a price of $6.30 were included in diluted earnings per share. Options to purchase 194,000 shares of common stock at a price of $29.60 were not included in diluted earnings per share as their impact was antidilutive. For the 13-week period ended January 1, 2005, options to purchase 358,000 shares of common stock at a price of $6.30 to $29.60 were included in diluted earnings per share.
During the quarter ended December 31, 2005, employees exercised no options to purchase shares of common stock.
5. SHARE-BASED COMPENSATION
Effective October 2, 2005 the Company adopted Statement of Financial Accounting Standards No. 123R, "Share-Based Payment" ("SFAS No. 123R"), and related interpretations and began expensing the grant-date fair value of employee stock options. Prior to October 2, 2005, the Company applied Accounting Principles Board Opinion No. 25, "Accounting for Sock Issued to Employees," and related interpretations in accounting for its stock option plans. Accordingly, no compensation expense was recognized in net income for employee stock options, as options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.
Upon adoption of SFAS No. 123R, the Company elected to value employee stock options using the Black-Scholes option valuation method that uses assumptions that relate to the expected volatility of the Company's common stock, the expected dividend yield of our stock, the expected life of the options and the risk free interest rate. The assumptions used for the options granted on December 21, 2004, which were unvested at the time of the adoption of SFAS No. 123R, included a risk free interest rate of 3.37%, volatility of 37%, a dividend yield of 3% and an expected life of three years.
The Company adopted SFAS No. 123R using the modified prospective transition method and therefore has not restated prior periods. Under this transition method, compensation cost associated with employee stock options recognized during fiscal 2006 includes amortization related to the remaining unvested portion of stock awards granted prior to October 2, 2005.
Prior to the adoption of SFAS No. 123R, the Company presented tax benefits resulting from share-based compensation as operating cash flows in the consolidated statements of cash flows. SFAS No. 123R requires that cash flows resulting from tax deductions in excess of compensation cost recognized in the financial statements be classified as an operating cash outflow and a financing cash inflow. For the first fiscal quarter of 2006 no excess tax benefits were generated.
The compensation cost charged against income in the first fiscal quarter of 2006 for share-based compensation programs was $187,000, before a tax benefit of $64,000. The compensation cost recognized is classified as payroll expense in the consolidated statement of income during the first fiscal quarter of 2006.
A summary of stock option activity is presented below:
Weighted
Weighted Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Options Shares Price Term Value
------- ------- -------- ----------- -----------
Outstanding as October 1, 2005 301,000 $ 21.32 -
Granted - - -
Exercised - - -
Forfeited/Cancelled - - -
------- -------- ----------- -----------
Outstanding at December 31, 2005 301,000 $ 21.32 6.13 $ 2,362,000
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Exercisable at December 31, 2005 204,000 $ 17.38 4.77 $ 2,362,000
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Compensation cost is recognized on a straight-line basis over the vesting period during which employees perform related services. The Company has applied a forfeitures assumption of 5.1% per year in the calculation of such expense.
Had the Company accounted for its stock-based awards under the fair value method for the three months ended January 1, 2005 the impact to its financial statements would have been as follows:
(in thousands, except per share amounts)
13 Weeks ended
January 1, 2005
Net income as reported $ 1,184
Deduct stock-based employee compensation
expense computed under the fair value method (38)
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Net income - pro forma $ 1,146
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Earnings per share as reported -basic $ 0.35
Earnings per share as reported - diluted $ 0.34
Earnings per share pro forma - basic $ 0.34
Earnings per share pro forma - diluted $ 0.32
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As of December 31, 2005, there was approximately $724,000 of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a period of approximately one year.
The Company, generally, issues new shares upon the exercise of employee stock options.
6. DIVIDENDS
A quarterly cash dividend in the amount of $0.35 per share was declared on October 12, 2004. Subsequent to October 12, 2004, quarterly cash dividends in the amount of $0.35 per share were declared on January 12, April 12, July 12 and October 11, 2005 and January 12, 2006. Prior to this, the Company had not paid any cash dividends since its inception. The Company intends to continue to pay such quarterly cash dividend for the foreseeable future, however, the payment of future dividends is at the discretion of the Company's Board of Directors and is based on future earnings, cash flow, financial condition, capital requirements, changes in U.S. taxation and other relevant factors.
7. RELATED PARTY TRANSACTIONS
Receivables due from officers and employees, excluding stock option receivables, totaled $321,000 at December 31, 2005 and $294,000 at October 1, 2005. Such loans bear interest at the minimum statutory rate (4.27% at December 31, 2005).
8. LEASE ACCOUNTING
Leasehold improvements funded by landlord incentives are recorded as deferred rent and amortized as reductions to lease expense of the lease term in accordance with Statement of Financial Accounting Standards No. 13, "Accounting for Leases". The Company received $1,233,000 during the Company's first fiscal quarter of 2006 in connection with the construction of its two facilities in Atlantic City, New Jersey. Subsequent to the Company's first fiscal quarter of 2006, the Company received an additional $1,767,000 in connection with the construction of these facilities.
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 contain 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 1, 2005.
In connection with the sale of one facility and the classification of another facility as "held for sale", the operations of these restaurants have been presented as discontinued operations for the 13-week period ended December 31, 2005, and the Company has reclassified its statements of operations and cash flow data for the prior periods presented below, in accordance
with SFAS No. 144 based on the fact that the Company has met the criteria under SFAS No. 144. These dispositions are discussed below in "Recent Restaurant Dispositions."
Revenues
During the Company's first fiscal quarter of 2006, total revenues of $27,362,000 increased 2.5% compared to total revenues of $26,683,000 in the first fiscal quarter of 2005. Revenues for the first fiscal quarter of 2006 were reduced by $305,000 and revenues for the first fiscal quarter of 2005 were reduced by $1,109,000 as a result of the sale of one facility and the classification of another facility as "held for sale" and their reclassification to discontinued operations. The Company had net income of $916,000 in the first fiscal quarter of 2006 compared to net income of $1,184,000 in the first fiscal quarter of 2005.
Same store sales in Las Vegas decreased by $478,000 or 3.0% in the first fiscal quarter of 2006 compared to the first fiscal quarter of 2005 generally because of less than expected business at the Venetian Casino Resort. Same store sales in New York increased $966,000 or 13.3% during the first quarter. Same store sales in Washington D.C. increased by $122,000 or 3.3% during the first quarter. The increases in New York and Washington D.C. were principally due to the general improvement in economic conditions and the public's willingness and inclination to continue vacation and convention travel.
Costs and Expenses
Food and beverage costs for the first quarter of 2006 as a percentage of total revenues were 24.5% compared to 25.0% in the first quarter of 2005.
Payroll expenses as a percentage of total revenues were 32.7% for the first quarter of 2006 as compared to 32.2% in the first quarter of 2005. Occupancy expenses as a percentage of total revenues were 15.5% during the first fiscal quarter of 2006 compared to 15.1% in the first quarter of 2005. Other operating costs and expenses as a percentage of total revenues were 12.5% for the first quarter of 2006 as compared to 11.2% in the first quarter of 2005. General and administrative expenses as a percentage of total revenues were 6.3% in the first quarter of 2006 compared to 6.8% in last year's first quarter.
The Company had no interest expense during the first quarter of 2006 compared to $3,100 for the first quarter of 2005. The decrease is because the Company had no outstanding borrowings.
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 New York subsidiary on a non-consolidated basis. Most of the restaurants owned or managed by the Company are owned or managed by separate subsidiaries.
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 operating in the District of Columbia. Accordingly, the Company's overall effective tax rate has varied depending on the level of 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, the utilization of state and local net operating loss carryforwards and the utilization of FICA tax credits. Nevada has no state income tax and other states in which the Company operates have income tax rates substantially lower in comparison to New York. In order to utilize more effectively tax loss carryforwards at restaurants that were unprofitable, the Company has merged certain profitable subsidiaries with certain loss subsidiaries.
Liquidity and Capital Resources
The Company's primary source of capital has been cash provided by operations and funds available from 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, acquiring existing restaurants owned by others and remodeling existing restaurants owned by the Company.
The Company had a working capital surplus of $5,133,000 at December 31, 2005 as compared to a working capital surplus of $4,299,000 at October 1, 2005.
The Company's Revolving Credit and Term Loan Facility with its main bank (Bank Leumi USA), which included a $8,500,000 credit line to finance the development and construction of new restaurants and for working capital purposes at the Company's existing restaurants, matured on March 12, 2005. The Company does not currently plan to enter into another credit facility and expects required cash to be provided by operations.
Restaurant Expansion
In December 2005, the Company opened a restaurant, Gallagher's Steakhouse, and a bar, Luna Lounge, at the Resorts Atlantic City Hotel and Casino in Atlantic City, New Jersey.
Recent Restaurant Dispositions
The Company entered into a sale and leaseback agreement with GE Capital in November 2000 to refinance the purchase of various restaurant equipment at its food and beverage facilities at the Desert Passage, the retail complex at the Aladdin Resort & Casino in Las Vegas, Nevada. In 2002, the operations at the Aladdin were abandoned. The lease matured in November 2005 and, in connection therewith, the Company made an unprovided for lump sum payment of $142,000 due under this lease. This lump sum payment is included in discontinued operations.
The Company's restaurant, America, located in New York City has experienced declining sales for several years. In March 2004, the Company entered into a new lease for this restaurant at a significantly increased rent. The Company entered into this lease with the belief that due to the location and the uniqueness of the space the lease had value. On January 19, 2005, the Company signed a definitive agreement for the sale of this restaurant which closed on March 15, 2005. The Company recorded an operating loss of $13,000 for the first fiscal quarter of 2006 and operating income of $74,000 during the first fiscal quarter of 2005. The operating income and loss are included in discontinued operations. The sale was finalized during the second fiscal quarter of 2005.
The Company's bar/nightclub facility Venus, located at the Venetian Casino Resort, experienced a steady decline in sales and the Company felt that a new concept was needed at this location. During the first quarter of 2005, this bar/nightclub facility was closed for re-concepting and re-opened as "Vivid" on February 4, 2005. Total conversion costs were approximately $400,000. Sales at the new bar/nightclub facility has failed to reach the level sufficient to achieve the results the Company required and the Company is seeking a buyer for this facility. As of December 31, 2005, the Company has classified the assets and liabilities of this bar/nightclub facility as "held for sale" in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144") based on the fact that the Company has met the criteria under SFAS No. 144. The Company recorded an operating loss of $250,000 and $220,000, respectively, during the 13-week periods ended December 31, 2005 and January 1, 2005. These losses are included in discontinued operations.
Critical Accounting Policies
The preparation of financial statements requires the application of certain accounting policies, which may require the Company to make estimates and assumptions of future events. In the process of preparing its consolidated financial statements, the Company estimates the appropriate carrying value of certain assets and liabilities, which are not readily apparent from other sources. The primary estimates underlying the Company's financial statements include allowances for potential bad debts on accounts and notes receivable, the useful lives and recoverability of its assets, such as property and intangibles, fair values of financial instruments, the realizable value of its tax assets and other matters. Management bases its estimates on certain assumptions, which they believe are reasonable in the circumstances, and actual results, could differ from those estimates. Although management does not believe that any change in those assumptions in the near term would have a material effect on the Company's consolidated financial position or the results of operation, differences in actual results could be material to the financial statements.
The Company's critical accounting policies are described in the Company's Form 10-K for the year ended October 1, 2005. There have been no significant changes to such policies during fiscal 2006.
Recent Accounting Developments
The Financial Accounting Standards Board has recently issued the following accounting pronouncement:
In May 2005, the Financial Accounting Standards Board issued SFAS No. 154, Accounting Changes and Error Corrections ("SFAS No. 154"), a replacement of APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3,
Reporting Accounting Changes in Interim Financial Statements, changing the requirements for the accounting for and reporting of a change in accounting principle. This statement was effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not anticipate SFAS No. 154 will have a material effect on its consolidated financial position, results of operations and cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 4. Controls and Procedures
Based on their evaluation, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are effective as of December 31, 2005 to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
There were no changes in the Company's internal control over financial reporting during the first quarter of fiscal year 2006 that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
PART II
OTHER INFORMATION
Item 6. Exhibits
(a) Exhibits
31.1 Certification of Principal Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32 Certificate of Chief Executive and Chief Financial Officers
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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: February 14, 2006
ARK RESTAURANTS CORP.
By: /s/ Michael Weinstein
---------------------------------------------
Michael Weinstein
Chairman, President & Chief Executive Officer
By: /s/ Robert J. Stewart
-----------------------
Robert Stewart
Chief Financial Officer
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Weinstein, President and Chief Executive Officer of Ark Restaurants Corp., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Ark Restaurants Corp.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's accountants and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: February 14, 2006 /s/ MICHAEL WEINSTEIN ----------------------------------------------- Michael Weinstein Chairman, President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Stewart, Chief Financial Officer of Ark Restaurants Corp., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Ark Restaurants Corp.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's accountants and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: February 14, 2006 /s/ Robert Stewart ----------------------- Robert Stewart Chief Financial Officer |
Exhibit 32
Certificate of Chief Executive and Chief Financial Officers
The following statement is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Ark Restaurants Corp.
Ladies and Gentlemen:
In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350), each of the undersigned hereby certifies that:
(i) this report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(ii) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Ark Restaurants Corp.
Dated as of this 14th day of February 2006. /s/ Michael Weinstein /s/ Robert Stewart ----------------------------------------------- ------------------------ Michael Weinstein Robert Stewart Chairman, President and Chief Executive Officer Chief Financial Officer |