ARK RESTAURANTS CORP
10-Q, 2000-08-03
EATING PLACES
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<PAGE>




                       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 July 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)


<TABLE>
<S>                                                    <C>
             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
                                                       -----------------------

</TABLE>

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.

<TABLE>
<CAPTION>

           Class                      Outstanding shares at August 3, 2000
-----------------------------         ------------------------------------
<S>                                   <C>
(Common stock, $.01 par value)                    3,181,699

</TABLE>



<PAGE>




ARK RESTAURANTS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------

INDEX
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

PART I -- FINANCIAL INFORMATION:                                                                                    PAGE
                                                                                                                   ----

<S>                                                                                                                <C>
  Item 1.  Consolidated Financial Statements:

    Consolidated Condensed Balance Sheets -- July 1, 2000
     (Unaudited) and October 2, 1999                                                                                 1

    Consolidated Condensed Statements of Operations and Retained Earnings --
     13-week periods ended July 1, 2000 (Unaudited) and July 3, 1999 (Unaudited)
     and 39-week periods ended July 1, 2000 (Unaudited) and July 3, 1999
     (Unaudited)                                                                                                     2

    Consolidated Condensed Statements of Cash Flows -- 39-week periods
     ended July 1, 2000 (Unaudited) and July 3, 1999 (Unaudited)                                                     3

    Notes to Consolidated Condensed Financial
     Statements (Unaudited)                                                                                         4-5

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                                                     6-10



PART II - OTHER INFORMATION:

  Item 6.  Exhibits and Reports on Form 8-K                                                                          11

</TABLE>



<PAGE>



PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS



<TABLE>
<CAPTION>

ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
-------------------------------------------------------------------------------------------------------------------------
                                                                                         July 1,               October 2,
                                                                                          2000                   1999
                                                                                        ---------            ------------
ASSETS                                                                                 (unaudited)
------
<S>                                                                                     <C>                        <C>
  CURRENT ASSETS:
  Cash and cash equivalents                                                             $   421                    $   334
  Accounts receivable                                                                     3,116                      3,074
  Inventories                                                                             2,127                      1,916
  Current portion of long-term receivables                                                1,376                        446
  Prepaid expenses and other current assets                                                 394                        336
  Refundable and prepaid income taxes                                                     2,003                          -
  Deferred income taxes                                                                     680                        710
                                                                                        -------                    -------
      Total current assets                                                               10,117                      6,816

LONG-TERM RECEIVABLES                                                                     1,264                      1,184

ASSETS HELD FOR SALE                                                                        855                        988

FIXED ASSETS -- At Cost:

  Leasehold improvements                                                                 34,068                     23,500
  Furniture, fixtures and equipment                                                      24,458                     19,352
  Leasehold improvements in progress                                                      3,656                      4,408
                                                                                        -------                     ------
                                                                                         62,182                     47,260
  Less accumulated depreciation and
   amortization                                                                          21,030                     18,163
                                                                                        -------                    -------
                                                                                         41,152                     29,097
INTANGIBLE ASSETS -- Less accumulated
  amortization of $3,093 and $3,259                                                       4,686                      5,295
DEFERRED INCOME TAXES                                                                       988                        847
OTHER ASSETS                                                                                540                      3,152
                                                                                        -------                    -------

TOTAL ASSETS                                                                            $59,602                    $47,379
                                                                                        =======                    =======

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable -- trade                                                             $ 3,421                    $ 3,816
  Accrued expenses and other current
   liabilities                                                                            4,040                      4,737
  Current maturities of long-term debt                                                      903                        972
  Current maturities of capital lease obligations                                             -                        149
  Accrued income taxes                                                                        -                        186
                                                                                        -------                    -------
        Total current liabilities                                                         8,364                      9,860

LONG-TERM DEBT -- net of current maturities                                              24,536                      6,683

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                                                                      18,948                     22,060
                                                                                        -------                    -------
                                                                                         33,728                     36,512

  Less treasury stock, 2,068 and 1,927 shares                                             8,348                      6,998
                                                                                        -------                    -------

        Total shareholders' equity                                                       25,380                     29,514
                                                                                        -------                    -------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                              $59,602                    $47,379
                                                                                        =======                    =======
</TABLE>


See notes to consolidated condensed financial statements


                                        1



<PAGE>



<TABLE>
<CAPTION>
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Unaudited)
(In Thousands, Except per share amounts)
-------------------------------------------------------------------------------------------------------------------------
                                                                    13 Weeks Ended                    39 Weeks Ended
                                                              --------------------------        -------------------------
                                                               July 1,           July 3,        July 1,           July 3,
                                                                2000              1999           2000              1999
                                                              --------          --------        --------          -------
<S>                                                           <C>               <C>              <C>               <C>
NET SALES                                                     $33,810           $31,564          $86,532           $81,842

COST OF SALES                                                   8,592             8,156           22,465            21,627
                                                              -------           -------          -------           -------

GROSS RESTAURANT PROFIT                                        25,218            23,408           64,067            60,215

MANAGEMENT FEE INCOME                                             152               251              370               762
JOINT VENTURE LOSSES                                                -                 -           (4,988)                -
                                                              -------           -------          -------           -------
                                                               25,370            23,659           59,449            60,977
                                                              -------           -------          -------           -------

RESTAURANT OPERATING EXPENSES
  Payroll and payroll benefits                                 11,051            10,430           31,346            29,178
  Occupancy                                                     3,709             3,578           10,942            10,048
  Depreciation and amortization                                 1,240               994            3,517             2,945
  Other                                                         4,241             3,698           11,569             9,409
                                                              -------           -------          -------           -------
                                                               20,241            18,700           57,374            51,580
                                                              -------           -------          -------           -------

INCOME FROM RESTAURANT OPERATIONS                               5,129             4,959            2,075             9,397

GENERAL AND ADMINISTRATIVE
 EXPENSES                                                       1,848             1,442            5,534             4,585
                                                              -------           -------          -------           -------

OPERATING INCOME (LOSS)                                         3,281             3,517           (3,459)            4,812
                                                              -------           -------          -------           -------

OTHER EXPENSE (INCOME):
  Interest expense, net                                           622               101            1,230               237
  Other income                                                   (132)             (110)            (287)             (400)
                                                              -------           -------          -------            ------
                                                                  490                (9)             943              (163)
                                                              -------           -------          -------            ------

INCOME (LOSS) before provision
 (benefit) for income taxes                                     2,791             3,526           (4,402)            4,975

PROVISION (BENEFIT) for income taxes                            1,018             1,410           (1,480)            1,990
                                                              -------           -------          -------            ------

NET INCOME (LOSS) before cumulative
 effect of accounting change                                    1,773             2,116           (2,922)            2,985

CUMULATIVE EFFECT OF ACCOUNTING CHANGE                              -                 -             (190)                -
                                                              -------           -------          --------          -------

NET INCOME (LOSS)                                               1,773             2,116           (3,112)            2,985

RETAINED EARNINGS, Beginning
  of period                                                    17,175            18,434           22,060            17,565
                                                              -------           -------          -------           -------

RETAINED EARNINGS, End of period                              $18,948           $20,550          $18,948           $20,550
                                                              =======           =======          =======           =======

PER SHARE INFORMATION -- BASIC & DILUTED:

INCOME (LOSS) BEFORE ACCOUNTING CHANGE                          $.56              $.63            ($.92)             $.85
CUMULATIVE EFFECT OF ACCOUNTING CHANGE                             -                 -            ( .06)                -
                                                                ----              ----             ----              ----
NET INCOME (LOSS)                                               $.56              $.63            ($.98)             $.85
                                                                ====              ====             ====              ====

Weighted Average Number of Shares -- BASIC                      3,182            3,335            3,189             3,514
Weighted Average Number of Shares -- DILUTED                    3,182            3,353            3,189             3,525
                                                                =====            =====            =====             =====
</TABLE>

See notes to consolidated condensed financial statements




                                        2



<PAGE>


<TABLE>
<CAPTION>

ARK RESTAURANTS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
--------------------------------------------------------------------------------------------------------------------------
                                                                                                    39 Weeks Ended
                                                                                             -----------------------------
                                                                                             July 1,               July 3,
                                                                                              2000                  1999
                                                                                             -------                -----
<S>                                                                                           <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                            $(2,922)             $ 2,985
 Cumulative effect of accounting change                                                          (190)
  Adjustments to reconcile net income to net cash provided by operating
    activities:
      Depreciation and amortization of fixed assets                                             3,104                2,450
      Amortization of intangibles                                                                 413                  496
      Write-off of joint venture advances                                                       4,988                    -
      Write-off of accounts receivable                                                            280                    -
      Gain on sale of restaurants                                                                                     (716)
      Deferred income taxes                                                                       111                   90
  Changes in assets and liabilities:
      Decrease (Increase) in accounts receivable                                                 (322)                 221
      Decrease (Increase) in inventories                                                         (211)                (141)
      Decrease (Increase) in prepaid expenses and other
       current assets                                                                             (58)                 (59)
      Decrease (Increase) in refundable & prepaid income taxes                                 (2,003)                   -
      Decrease (Increase) in other assets                                                        (364)                (919)
      Increase (Decrease) in accounts payable -- trade                                           (395)                (170)
      Increase (Decrease) in accrued expenses and other
       current liabilities                                                                       (697)                 628
      Increase (Decrease) in accrued income taxes                                                (186)                 288
                                                                                              -------              -------

        Net cash provided by operating activities                                               1,548                5,153
                                                                                              --------             -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to fixed assets                                                                   (14,922)              (4,219)
  Additions to intangible assets                                                                    -                 (106)
  Advances to joint venture -- net                                                             (3,297)
  Payments received on long-term receivables                                                      211                  257
  Issuance of demand notes and long term-receivables                                              (66)                 (72)
  Restaurant sales                                                                                  -                  975
                                                                                              -------              -------

         Net cash used in investing activities                                                (18,074)              (3,165)
                                                                                              -------              -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of long-term debt                                                                   20,720                6,550
  Principal payment on long-term debt                                                          (2,936)              (5,202)
  Principal payment on capital lease obligations                                                 (149)                (183)
  Purchase of treasury stock                                                                   (1,350)              (3,804)
  Exercise of stock options                                                                       328                    -
                                                                                              -------              -------

         Net cash provided by (used) in financing activities                                   16,613               (2,639)
                                                                                              -------              -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               87                 (651)

CASH AND CASH EQUIVALENTS, beginning of period                                                    334                1,023
                                                                                              -------              -------

CASH AND CASH EQUIVALENTS, end of period                                                      $   421              $   372
                                                                                              =======              =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during year for:
   Interest                                                                                   $ 1,525              $   379
                                                                                              =======              =======

   Income taxes                                                                               $   701                1,612
                                                                                              =======              =======
</TABLE>


See notes to consolidated condensed financial statements.


                                        3



<PAGE>



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"), unaudited. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position at July 1, 2000 and results of operations
and changes in cash flows for the periods ended July 1, 2000 and July 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 are 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 period ended July
1, 2000 is 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 $4,846,000 ($3,198,000 after tax) from
the write-off of advances for construction costs and working capital needs on
the project.

4. LONG-TERM DEBT

   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 July 1, 2000 the Company had borrowings of
$22,850,000 outstanding under the facility.


                                       4



<PAGE>

   The Company also has a five-year $2,000,000 letter of credit facility for
use in lieu of lease security deposits. At July 1, 2000 the Company had
delivered $1,414,000 in irrevocable letters of credit on this facility.

   In April 2000, pursuant to an equipment financing facility, the Company
borrowed from its main bank $1,570,000 at an interest rate of 8.8% to refinance
the purchase of various restaurant equipment at the Venetian Casino Resort. The
note which is payable in 60 equal monthly installments through May 2005, is
secured by such restaurant equipment. At July 1, 2000 the Company had
$1,549,000 outstanding on this facility.

   In January 1997, pursuant to an 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
New York-New York Hotel & Casino Resort. The note, which is payable in 60 equal
monthly installments through January 2002, is secured by such restaurant
equipment. At July 1, 2000 the Company had $1,040,000 outstanding on this
facility.

                                       5



<PAGE>


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.

NET SALES

   Net sales at restaurants owned by the Company increased 7.1% in the 13-week
period ended July 1, 2000 from the comparable period ended July 3, 1999. Net
sales for the quarter increased by $2,550,000 from sales at restaurants which
the Company did not operate in the 13-week period last year (Lutece and Tsunami
and three food court outlets opened in the Venetian Casino Resort in the current
fiscal year) along with sales from restaurants which operated for only a part of
the comparable period last year (Thunder Grill at Union Station in Washington,
D.C. and one food court outlet at the Venetian Casino Resort). Net sales also
increased by $867,000 from a 2.9% increase in same store sales. The components
of the increase consisted of a 6.0% increase at the Las Vegas operations along
with a 1.4% increase at the Company's other operations. The increase for the
quarter was offset in part by $1,171,000 in net sales at a restaurant that the
Company no longer operates (Louisiana Community Bar & Grill closed in the fourth
quarter of fiscal 1999) and net sales at a restaurant that was closed for a
substantial portion of the quarter due to a conversion to another concept (B.
Smith's New York was converted to Jack Rose).

   Net sales at restaurants owned by the Company increased 5.7% in the 39-week
period ended July 1, 2000 from the comparable period ended July 3, 1999. Net
sales increased by $5,933,000 from sales at restaurants which the Company either
opened this year or did not operate for the full comparable period last year
(Thunder Grill in Washington D.C. along with the Venetian Casino Resort
concepts -- Lutece, Tsunami and four food court outlets). Net sales also
increased by $2,532,000 from a 3.3% increase in same store sales. The components
of this increase consisted of a 4.7% increase in the Company's Las Vegas
operations along with a 2.4% increase in the Company's other operations. The
increase in net sales for the nine months was offset in part by the loss of
sales totaling $3,775,000 at restaurants that the Company no longer operates
(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 the 13-week period ended July 1, 2000 cost
of sales as a percentage of net sales was 25.4% as compared to 25.8% last year
and cost of sales for the 39-week period was 26.0% as compared to 26.4% 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 59.9% for the 13-week period ended July 1, 2000 as
compared to 59.2% last year. Operating expenses, as a percentage of net sales,
were 66.3% for the 39-week period as compared to 63.0% last year. Operating
expenses for the 39-week period ended July 1, 2000 were impacted by pre-opening
expenses and early operating losses of $1,541,000 at newly opened restaurants
(Lutece and Tsunami in the Venetian Casino Resort and Jack Rose in

                                       6



<PAGE>


New York City); and expenses of $280,000 associated with the sale of a managed
restaurant (Arlo); and expenses of $211,000 associated with the anticipated
sale of a restaurant (America in McLean, Virginia). Operating expenses in
the 39-week period ended July 3, 1999 is net of gains on sale of restaurants
totaling $716,000, and pre-opening expenses and early operating losses of
$303,000 at a newly opened restaurant. There were no gains on sales in the
current fiscal year.

   General and administrative expenses, as a percentage of net sales, were 5.5%
for the 13-week period ended July 1, 2000 as compared to 4.6% in the comparable
period last year and was 6.4% for the 39-week period as compared to 5.6% 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 5.1% for the 13-week period ended July 1, 2000 as compared to
4.2% last year and would have been 6.0% for the 39-week period as compared to
5.2% last year. A significant portion of the increase in the 13 and 39-week
periods ended July 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 Las Vegas operations.

   The Company had net income of $1,773,000 for the 13-week period ended July 1,
2000 as compared to net income of $2,116,000 last year. There was a net loss,
before the cumulative effect of an accounting adjustment, of $2,922,000 for the
39-week period ended July 1, 2000 as compared to net income of $2,985,000 last
year. The results for the 13-week period ended July 1, 2000 were impacted by
additional interest expense on debt and increased general and administrative
expenses principally associated with the Company's expansion in Las Vegas.

   The results for the 39-week period ended July 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 $978,000 at newly
opened restaurants (Lutece and Tsunami in the Venetian Casino resort and Jack
Rose in New York City) and after tax expenses of $314,000 associated with the
anticipated sale of two restaurants (America in McLean, Virginia and Arlo in New
York City). The results for the 39-week period ended July 3, 1999 include after
tax gains of $430,000 from the sale of two restaurants (B. Smith's DC and
Perretti Italian Cafe).

   During the 13-week period ended July 1, 2000 the Company managed five
restaurants. Net sales of the managed locations were $2,648,000 during the
13-week period ended July 1, 2000 as compared to $2,951,000 last year and net
sales were $6,254,000 during the 39-week period as compared to $6,802,000 last
year. The decrease in net sales of managed operations is principally due to the
termination of two management contracts. Net sales of managed 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
restaurants operated in the District of Columbia. Accordingly, the Company's

                                       7



<PAGE>


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), the
amount of 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 carryforwards. In order to more effectively utilize tax
loss carryforwards 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 tip income of
restaurant service personnel. The Company estimates that this net credit will be
in excess of $500,000 for the current year.

   The Company and the Internal Revenue Service have reached an agreement on
adjustments to the Company's federal income tax returns for the fiscal years
ended September 28, 1991 through October 1, 1994. The final adjustments
primarily relate to (i) 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 settlement did not have a material effect on the Company's
financial condition. The Internal Revenue Service is currently examining the
Company's returns for the fiscal year ended September 30, 1995 through September
27, 1997. 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
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 July 1, 2000 the Company had borrowings of $22,850,000 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 July 1, 2000 the Company had delivered
$1,414,000 in irrevocable letters of credit on this facility.

   In April 2000, pursuant to an equipment financing facility, the Company
borrowed from its main bank $1,570,000 at an interest rate of 8.8% to refinance
the purchase of various restaurant equipment at the Venetian Casino Resort. The

                                       8



<PAGE>


note which is payable in 60 equal monthly installments through May 2005, is
secured by such restaurant equipment. At July 1, 2000 the Company had $1,549,000
outstanding on this facility.

   In January 1997, pursuant to an 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 New York-New York Hotel &
Casino Resort. The note, which is payable in 60 equal monthly installments
through January 2002, is secured by such restaurant equipment. At July 1, 2000
the Company had $1,040,000 outstanding on this facility.

   At July 1, 2000, the Company had working capital $1,753,000 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 July 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 opened in the current fiscal year two restaurants (Lutece and
Tsunami) 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 is currently constructing 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 scheduled to open in
August 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
existing credit facilities. Additional expansion may require additional external
financing.

YEAR 2000

   To date there have been no adverse effects to the Company's financial
statements as a result of the year 2000 issues.

                                       9



<PAGE>



RECENT DEVELOPMENTS

   Future Impact of Recently Issued Accounting Standard - SFAS No. 133,
Accounting For Derivative Instruments and Hedging Activities, establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
It requires that the Company recognize all derivatives as either assets or
liabilities in the statement of financial position and measures those
instruments at fair value. This Statement is effective for fiscal years
beginning after June 15, 2000. The Company has assessed the impact of adopting
this statement, and has determined that there will be no effect on the
financial statements.


                                10



<PAGE>


PART II -- OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits -- Exhibit 27 -- Financial Data Schedule

(b) Reports on Form 8-K -- none

                                       11


<PAGE>


                                   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 3, 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







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