UNITED STATES
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 June 27, 2009

 

OR

 

 

 

o

 

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 1-6836

FLANIGAN'S ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

                           ________Florida________                     ____59-0877638____

                             (State or other jurisdiction of                             (I.R.S. Employer

                            incorporation or organization)                         Identification Number)

 

                      5059 N.E. 18th Avenue, Fort Lauderdale, Florida                 33334

                                   (Address of principal executive offices)                            Zip Code

 

(954) 377-1961

(Registrant's telephone number, including area code)


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 such 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 Noo

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ß232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                                                 Yes o Noo

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of ělarge accelerated filerî, ěaccelerated filerî and ěsmaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ®

Accelerated filer ®

Non-accelerated filer ®

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  No

 

On August 11, 2009, 1,862,933 shares of Common Stock, $0.10 par value per share, were outstanding.


 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

 

INDEX TO FORM 10-Q

 

PART I. FINANCIAL INFORMATION.. 1

 

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME. 2

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS. 4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS. 6

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 8

 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  15

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 27

ITEM 4.  CONTROLS AND PROCEDURES. 27

 

PART II. OTHER INFORMATION.. 27

 

ITEM 1.  LEGAL PROCEEDINGS. 28

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 28

ITEM 6. EXHIBITS. 29

                          

 

 

As used in this Quarterly Report on Form 10-Q, the terms ěwe,î ěus,î ěour,î the ěCompanyî and ěFlaniganísî mean Flanigan's Enterprises, Inc. and its subsidiaries (unless the context indicates a different meaning).

 


PART I. FINANCIAL INFORMATION

 

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

 

 

 

 

Thirteen Weeks Ended

Thirty Nine Weeks Ended

 

June 27, 2009

June 28, 2008

June 27,  2009

June 28, 2008

 

 

 

REVENUES:

 

 

 

 

   Restaurant food sales

$10,653

$10,182

$32,020

$30,714

   Restaurant bar sales

2,536

2,346

7,608

7,117

   Package store sales

2,925

2,842

9,788

9,673

   Franchise related revenues

298

273

842

815

   Ownerís fee

40

68

129

183

   Other operating income

          39

          54

         114

         150

 

   16,491

   15,765

  50,501

  48,652

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

   Cost of merchandise sold:

 

 

 

 

       Restaurant and lounges

4,582

4,197

13,470

12,670

       Package goods

1,968

1,994

6,740

6,855

   Payroll and related costs

4,885

4,645

14,700

14,363

   Occupancy costs

988

989

2,962

2,969

   Selling, general and administrative expenses  

     3,418

     3,289

    10,476

    9,994

 

   15,841

   15,114

  48,348

  46,851

Income from Operations

        650

        651

    2,153

    1,801

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

   Interest expense

(105)

(117)

(332)

(358)

   Interest and other income  

        15

        34

       200

         71

 

    (90)

    (83)

    (132)

    (287)

 

 

 

 

 

Income before Provision for Income Taxes                             and Minority Interest in (Earnings) Losses of

Consolidated Limited Partnerships      

560

568

2,021

1,514

 

 

 

 

 

Provision for Income Taxes

(104)

(138)

(299)

(487)

 

 

 

 

 

Minority Interest in (Earnings) Losses of                 

Consolidated Limited Partnerships

     (145)

     (94)

       (555)

       (36)

 

 

 

 

 

NET INCOME

$     311

$     336

$    1,167

$      991

 

 

 

 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

 

(Continued)

 

 

 

Thirteen Weeks Ended

Thirty Nine Weeks Ended

 

June 27, 2009

June 28, 2008

June 27, 2009

June 28, 2008

 

 

Net Income Per Common Share:

 

 

 

 

   Basic

 

$0.17

$0.18

$0.62

$0.52

   Diluted         

 

$0.17

$0.18

$0.62

$0.52

 

  

 

 

 

 

Weighted Average Shares and Equivalent

      Shares Outstanding

 

 

 

 

   Basic

 

1,863,007

1,886,077

1,870,147

1,888,523

   Diluted

 

1,863,007

1,895,378

1,870,147

1,899,515

 

 

 

 

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 27, 2009 (UNAUDITED) AND SEPTEMBER 27, 2008

(In Thousands)

 

 

 

                                                                    ASSETS

 

 

June 27, 2009

September 27, 2008

 

  

CURRENT ASSETS:

 

 

 

 

 

   Cash and cash equivalents

$4,945

$3,244

   Notes receivables,  current maturities, net

18

16

   Prepaid income taxes

235

176

   Due from franchisees

    128

351

   Other receivables

131

107

   Inventories

2,146

2,168

   Prepaid expenses

1,099

778

   Deferred tax asset

       216

        243

 

 

   

          Total Current Assets

    8,918

    7,083

 

 

 

   Property and Equipment, Net

  21,425

   21,601

 

 

 

   Investment in Limited Partnership

        144

        151

 

 

 

OTHER ASSETS:

 

 

 

 

 

   Liquor licenses, net

345

345

   Notes receivable, net

15

28

   Deferred tax asset

792

729

   Leasehold purchases, net

1,695

1,880

   Other

       869

        987

 

 

 

          Total Other Assets

     3,716

    3,969

 

 

 

          Total Assets

  $ 34,203

$ 32,804

 

 

 

 

 


FLANIGAN'S ENTERPRISES, INC, AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 27, 2009 (UNAUDITED) AND SEPTEMBER 27, 2008

 (In Thousands)

 

(Continued)

 

LIABILITIES AND STOCKHOLDERSí EQUITY

 

 

June 27, 2009

September 27, 2008

 

  

CURRENT LIABILITIES:

 

 

 

 

 

   Accounts payable and accrued expenses

$4,094

$4,040

   Due to franchisees

501

223

   Current portion of long term debt

    771

419

   Current portion of line of credit

1,586

--

   Deferred revenues

25

34

   Deferred rent

          24

         19

 

 

   

          Total Current Liabilities

      7,001

    4,735

 

 

 

Long Term Debt, Net of Current Maturities

   4,706

   4,764

 

 

 

Line of Credit

--

1,562

 

 

 

Deferred Rent, Net of Current Portion

211

214

 

 

 

Minority Interest in Equity of

     Consolidated Limited Partnerships 

8,113

8,437

 

 

 

Commitments and Contingencies

 

 

 

 

 

Stockholdersí Equity:

 

 

   Common stock, $.10 par value, 5,000,000      

   shares  authorized; 4,197,642 shares issued

420

420

  Capital in excess of par value

6,240

6,240

  Retained earnings

13,555

12,388

  Treasury stock, at cost, 2,334,709 shares

      at June 27, 2009 and 2,313,309    

      shares at September 27, 2008        

    (6,043)

   (5,956)

  

 

 

      Total Stockholdersí Equity           

     14,172

   13,092

 

 

 

      Total Liabilities and Stockholdersí Equity     

  $ 34,203

$ 32,804

 

 

 

                

 

See accompanying notes to unaudited condensed consolidated financial statements.

 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THIRTY-NINE WEEKS ENDED JUNE 27, 2009 AND JUNE 28, 2008

(In Thousands)

 

 

June 27, 2009

June 28, 2008

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

   Net income

$1,167

$991

 Adjustments to reconcile net income to net cash and                cash equivalents provided by operating activities:

 

 

    Depreciation and amortization

1,708

1,518

    Amortization of leasehold purchases

159

174

    Loss on abandonment of property and equipment

34

15

    Deferred income tax

(36)

(144)

    Deferred rent

2

(13)

    Minority interest in earnings of

         consolidated limited partnerships                                

555

36

    Income from unconsolidated limited partnership

(2)

(22)

    Recognition of deferred revenue      

(9)

(8)

    Changes in operating assets and liabilities:

       (increase) decrease in       

 

 

           Due from franchisees

223

498

           Other receivables                    

(24)

(22)

           Prepaid income taxes

(59)

(100)

           Inventories

22

(72)

           Prepaid expenses

615

261

           Other assets

(7)

(137)

       Increase (decrease) in:

 

 

           Accounts payable and accrued expenses           

54

(165)

           Income taxes payable

--

(331)

           Due to franchisees

        278

          27

 Net cash and cash equivalents provided by operating

       activities:         

     4,680

     2,506

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

      Collection on notes and mortgages receivable

11

10

      Purchase of property and equipment

(1,246)

(2,916)

      Deposit on property and equipment

(64)

(27)

      Proceeds from the sale of fixed assets

53

101

      Distributions from unconsolidated limited

         Partnerships

             9

             9

 Net cash and cash equivalents used in investing

       Activities: 

   (1,237)

   (2,823)

 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THIRTY-NINE WEEKS ENDED JUNE 27, 2009 AND JUNE 28, 2008

(In Thousands)

 

(Continued)

 

 

 

June 27, 2009

June 28, 2008

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

     Payment of long term debt

(800)

(148)

     Proceeds from line of credit

24

600

     Purchase of treasury stock

(87)

(40)

     Purchase of minority limited partnership interest

--

(120)

     Distributions to limited partnership

         minority partners

     (879)

     (759)

     Proceeds from limited partnership interests

            --

   2,025*

 

 

 

  Net cash and cash equivalents provided by (used in)

    financing activities:

    (1,742)

    1,558

 

 

 

 

 

 

  Net Increase in Cash and Cash Equivalents

1,701

1,241

 

 

 

         Beginning of Period

     3,244

     2,223

 

 

 

         End of Period

$   4,945

$   3,464

 

 

 

Supplemental Disclosure for Cash Flow Information:

     Cash paid during period for:

 

 

         Interest              

$332

$358

         Income taxes

$435

$1,061

 

 

 

Supplemental Disclosure of Non-Cash Investing and           Financing Activities:   

 

 

Financing of insurance contracts

$1,094

  --

Purchase deposits transferred to property and equipment

$292

  --

Purchase of vehicle in exchange for debt

$--

$26

 

  * exclusive of the Companyís investment in the limited partnership owning the restaurant in Davie, Florida

     of $1,850,000.  

 

 

See accompanying notes to unaudited condensed consolidated financial statements

 


FLANIGANíS ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 27, 2009

 

 

(1) BASIS OF PRESENTATION:

 

The accompanying financial information for the periods ended June 27, 2009 and June 28, 2008 are unaudited.  Financial information as of September 27, 2008 has been derived from the audited financial statements of the Company, but does not include all disclosures required by generally accepted accounting principles.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated have been included. For further information regarding the Company's accounting policies, refer to the Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended September 27, 2008.  Operating results for interim periods are not necessarily indicative of results to be expected for a full year.

 

These financial statements include estimates relating to performance based officersí bonuses.  The estimates are reviewed periodically and the effects of any revisions are reflected in the financial statements in the period they are determined to be necessary.  Although these estimates are based on managementís knowledge of current events and actions it may take in the future, they may ultimately differ from actual results.

 

(2)  EARNINGS PER SHARE:

 

Statements of Financial Accounting Standards ("SFAS") No. 128, Earnings per share establishes standards for computing and presenting earnings per share ("EPS").  This statement requires the presentation of basic and diluted EPS.  The data on Page 3 shows the amounts used in computing earnings per share and the effects on income and the weighted average number of shares of potentially dilutive common stock equivalents.  As of June 27, 2009, no stock options were outstanding.

 

(3)  RECLASSIFICATION:

 

Certain amounts in the fiscal year 2008 financial statements have been reclassified to conform to the fiscal year 2009 presentation.

 

(4)  RECENT ACCOUNTING PRONOUNCEMENTS:

 

In June 2009, the FASB issued SFAS No. 168, ěThe FASB Accounting Standards Codification (Codification) and the Hierarchy of GAAPî (SFAS No. 168), which replaces SFAS No. 162, ěThe Hierarchy of GAAPî.  SFAS No. 168 establishes the Codification as the single official source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities.  SEC rules and interpretive releases are also sources of authoritative GAAP for SEC registrants.  SFAS No. 168 modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and non-authoritative. SFAS No. 168 is effective for interim and annual periods ended after September 15, 2009 and we expect to adopt the use of the Codification for our fiscal year ended October 3, 2009.  As SFAS No. 168 is not intended to change or alter existing GAAP, it will not impact our financial condition, results of operations and cash flows, but it will impact our financial statement disclosures, as all future references to authoritative literature will be references in accordance with the Codification.

In June 2009, the FASB issued SFAS No. 167, ěAmendments to FASB Interpretation No. 46î (ěSFAS 167") which amends the guidance in FASB Interpretation No. 46(R), ěConsolidation of Variable Interest Entitiesî, for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity.  In addition, SFAS No. 167 requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and enhanced disclosures related to an enterpriseís involvement in a variable interest entity.  SFAS No. 167 is effective for interim and annual periods beginning after November 15, 2009 and will be adopted by us in the second quarter of our fiscal year 2010.  We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 167 on consolidated results of operations and financial condition.

 

In May 2009, the FASB issued SFAS No. 165, ěSubsequent Eventsî (ěFAS 165î), which introduces the concept of financial statements being available to be issued and requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date as either the date the financial statements were issued or were available to be issued. We adopted this standard in our fiscal quarter ended June 27, 2009. The implementation of this standard did not have a significant impact on our financial condition, results of operations or cash flows. We evaluated all events and transactions that occurred after June 27, 2009 up through August 11, 2009, the date we issued these financial statements. During this period, we did not have any material recognizable subsequent events.  See Note 10.

 

In March 2008, the FASB issued SFAS No. 161 ěDisclosures about Derivative Instruments and Hedging Activitiesî (ěSFAS 161î) to enhance disclosures about an entityís derivative and hedging activities. SFAS 161 is effective for all financial statements issued in fiscal years and interim periods beginning after November 15, 2008 and early application is encouraged. SFAS 161 also encourages but does not require comparative disclosures for earlier periods at initial adoption.  As we do not currently engage in derivative transactions or hedging activities, we do not anticipate any significant financial statement disclosure impact as a result of our evaluation of SFAS 161.

 

In February 2008, the FASB issued FASB Staff Position No. FAS 157-2 (ěFSP 157-2î).  FSP 157-2 delays the implementation of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  This statement defers the effective date to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years, which is fiscal year 2010 for the Company.

 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), ěBusiness Combinationsî (ěSFAS 141Rî).  SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired.  SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  SFAS 141R is effective for the fiscal years beginning after December 15, 2008 and will be adopted by us in the first quarter of our fiscal year 2010.  We are currently evaluating the potential impact, if any, of the adoption of SFAS 141R on our consolidated results of operations and financial condition.

 

In December 2007, the FASB issued Statement of Financial Accounting Standard No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (ěSFAS 160î).  SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests (NCI) and classified as a component of equity.  This new consolidation method will significantly change the accounting for transactions with minority interest holders.  SFAS 160 is effective for fiscal years beginning after December 15, 2008 (our fiscal year 2010).  We have not yet determined the impact of SFAS 160 on our consolidated financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements.

 

(5)  DEBT:

 

Line of Credit

 

Under a secured line of credit with a third party financial institution we are able to borrow up to $2,500,000.  The outstanding balance on our line of credit bears interest at BBA LIBOR 1 month rate, plus 2.25%, (2.567% as of June 27, 2009), with monthly payments of interest only and the unpaid principal balance and any accrued interest due in full on October 7, 2009.  We granted our lender a security interest in substantially all of our assets and a second mortgage on our corporate offices as collateral to secure our repayment obligations under our credit line.  During the third quarter of fiscal year 2009, we made no draws on our line of credit and paid monthly installments of interest, with no principal payments.  As of June 27, 2009, the amount outstanding under the line of credit was $1,586,000, with a remaining availability of $914,000.  

 

Financed Insurance Premiums

 

(i) For the policy year beginning December 30, 2008, our property insurance is a two (2) year policy with our insurance carrier.  The two (2) year property insurance premium is in the amount of $631,000 and is financed in full through an unrelated third party lender.  The finance agreement earns interest at the rate of 5.15% per annum and is amortized over 20 months, with monthly payments of principal and interest, each in the amount of $30,000.  The finance agreement is secured by a security interest in all insurance policies, all unearned premium, return premium, dividend payments and loss payments thereof.

 

(ii) For the policy year beginning December 30, 2008, our general liability insurance, excluding limited partnerships, is a one (1) year policy with our insurance carriers, including automobile and excess liability coverage.  The one (1) year general liability insurance premiums, including automobile and excess liability coverage, is in the aggregate amount of $249,000 and is financed in full through the same unrelated third party lender.  The finance agreement earns interest at the rate of 4.15% per annum and is amortized over 10 months, with monthly payments of principal and interest, each in the amount of $23,000.  The finance agreement is secured by a security interest in all insurance policies, all unearned premium, return premium, dividend payments and loss payments thereof.

 

(iii) For the policy year beginning December 30, 2008, our general liability insurance for our limited partnerships is a one (1) year policy with our insurance carriers, including excess liability coverage.  The one (1) year general liability insurance premiums, including excess liability coverage, is in the aggregate amount of $214,000 and is financed in full through the same unrelated third party lender.  The finance agreement earns interest at the rate of 4.05% per annum and is amortized over 10 months, with monthly payments of principal and interest, each in the amount of $19,000.  The finance agreement is secured by a security interest in all insurance policies, all unearned premium, return premium, dividend payments and loss payments thereof.

 

As of June 27, 2009, the aggregate principal balance from the financing of our property and general liability insurance policies is $661,000.

 

 

 

 

(6)  INCOME TAXES:

 

Financial Accounting Standards Board Statement No. 109, Accounting for Income Taxes, requires among other things, recognition of future tax benefits measured at enacted rates attributable to deductible temporary differences between financial statement and income tax basis of assets and liabilities and to tax net operating loss carryforwards and tax credits to the extent that realization of said tax benefits is more likely than not. 

 

The Companyís effective tax rate, (after consideration of minority interest in earnings of consolidated limited partnerships), was 25.1% and 29.1% for the thirteen weeks ended June 27, 2009 and June 28, 2008, respectively, and 20.3% and 32.9% for the thirty nine weeks ended June 27, 2009 and June 28, 2008, respectively.  The Companyís effective tax rate differs from the statutory rate primarily due to various non-deductible expense items, state income taxes and credits against income taxes.  In addition, for the thirteen and thirty nine weeks ended June 27, 2009, the effective tax rate also differs from the statutory rate due to an adjustment of the joint venture deferred tax asset.

 

(7)  STOCK OPTION PLANS:       

 

We have one stock option plan under which qualified stock options may be granted to our officers and other employees.  Under this plan, the exercise price for the qualified stock options must be no less than 100% of the fair market value of the Companyís Common Stock on the date the options are granted.  In general, options granted under our stock option plan expire after a five (5) year period and generally vest no later than one (1) year from the date of grant.  As of June 27, 2009, no options to acquire shares were outstanding.   Under this plan, options to acquire an aggregate of 45,000 shares are available for grant.

 

No stock options were granted during the thirty nine weeks ended June 27, 2009, nor were stock options granted during the thirty nine weeks ended June 28, 2008.

 

No stock options were exercised during the thirty nine weeks ended June 27, 2009, nor were stock options exercised during the thirty nine weeks ended June 28, 2008. 

 

Stock option activity during the thirty nine weeks ended June 27, 2009 was as follows:

 

 

 

 

 

Total Options

Weighted Average Exercise Price

Outstanding at September 27, 2008

49,350

$6.31

 

 

 

Granted

--

--

Exercised

--

--

Expired

(49,350)

6.31

 

 

 

Outstanding at June 27, 2009

--

--

 

 

 

Options exercisable at June 27, 2009

--

--

 

 

 

 

(8)   ACQUISITIONS:

 

Purchase of Company Common Stock

 

Pursuant to a discretionary plan approved by the Board of Directors at its meeting on May 17, 2007, during the third quarter ended June 27, 2009, we purchased 325 shares of our common stock for an aggregate purchase price of $2,000 from an employee.  During the thirty nine weeks ended June 27, 2009, we purchased 21,400 shares of our common stock for an aggregate purchase price of $87,000.  Of the shares purchased, we purchased 20,225 shares of our common stock on the open market for an aggregate purchase price of $81,000, 325 shares of our common stock from an employee for a purchase price of $2,000 and 850 shares of our common stock from the Joseph G. Flanigan Charitable Trust for a purchase price of $4,000.  

 

 (9)  COMMITMENTS AND CONTINGENCIES:

 

Guarantees

 

We guarantee various leases for franchisees, limited partnerships that own restaurants and locations sold in prior years.  Remaining rental commitments required under these leases are approximately $1,974,000.  In the event of a default under any of these agreements, we will have the right to repossess the premises and operate the business to recover amounts paid under the guarantee either by liquidating assets or operating the business.

 

During the third quarter of our fiscal year 2009, we guaranteed a loan from an unrelated third party to a related franchisee, in the principal amount of $200,000, bearing interest at the rate of 10% per annum and being fully amortized over five (5) years, with equal monthly payments of principal and interest, each in the amount of $4,250.  The franchisee granted the lender a security interest in substantially all of its assets as collateral to secure the repayment of the loan.  The proceeds from the loan are being used to re-finance existing loans owed by the franchisee, (approximately $75,000), reimburse us for funds advanced to the franchisee to renovate the business premises, (approximately $90,000) and provide additional working capital for the franchisee.

 

Litigation

 

We own the building where our corporate offices are located.  On April 16, 2001, we filed suit against the owner of the adjacent shopping center to determine our right to non-exclusive parking in the shopping center.  During fiscal year 2007, the appellate court affirmed and upon re-hearing, again affirmed the granting of a summary judgment in favor of the shopping center.  The seller from whom we purchased the building was named as a defendant in the lawsuit and is currently asserting a claim against us for reimbursement of its attorneysí fees and costs resulting from the litigation.  We disputed the sellerís entitlement to reimbursement of its attorneyís fees and costs, but during the first quarter of our fiscal year 2009, the appellate court affirmed the ruling against us by the trial court.  We are disputing the amount of the sellerís claim as excessive.   A hearing on the sellerís claim for reimbursement of its attorneyís fees and costs was held during the third quarter of our fiscal year 2009, but the court has not yet issued its order.  During the second quarter of our fiscal year 2009, the seller filed suit against the Company for malicious prosecution.  We deny the allegations and will vigorously defend the case. 

 

During fiscal year 2007, we and the limited partnership which owns the restaurant in Pinecrest, Florida filed suit against the limited partnershipís landlord.  We are the sole general partner and a 40% limited partner in this limited partnership.  We are seeking to recover the cost of structural repairs to the business premises we paid, as we believe these structural repairs were the landlordís responsibility under the lease.  The lawsuit, in addition to attempting to recover the amounts expended by us for structural repairs is also attempting to recover the rent paid by the limited partnership while the repairs were occurring.  The claim also includes a request by the limited partnership for the court to determine if the limited partnership has the exclusive right to the use of the pylon sign in front of the business premises.  The landlord filed its answer to the complaint denying liability for structural repairs to the business premises, denying any obligation to reimburse the limited partnership for any rent paid while structural repairs occurred and denying the limited partnershipís right to use the pylon sign.  The lawsuit is in the discovery stage, but is scheduled for trial during the fourth quarter of our fiscal year 2009.

 

(10)     SUBSEQUENT EVENTS:

Subsequent events have been evaluated through August 11, 2009, the date these financial statements were issued.  No events required disclosure.

 

(11)  BUSINESS SEGMENTS:

 

We operate principally in two reportable segments – package stores and restaurants.  The operation of package stores consists of retail liquor sales and related items.  Information concerning the revenues and operating income for the thirteen weeks and thirty nine weeks ended June 27, 2009 and June 28, 2008, and identifiable assets for the two reportable segments in which we operate, are shown in the following table.  Operating income is total revenue less cost of merchandise sold and operating expenses relative to each segment.  In computing operating income, none of the following items have been included: interest expense, other non-operating income and expenses and income taxes.  Identifiable assets by segment are those assets that are used in our operations in each segment.  Corporate assets are principally cash, note receivable and real property, leasehold improvements, furniture, equipment and vehicles used at our corporate headquarters.  We do not have any operations outside of the United States and transactions between restaurants and package liquor stores are not material.

 

 

 

 

 

 

Thirteen Weeks Ending

June 27, 2009

Thirteen Weeks Ending

June 28,  2008

Operating Revenues:

 

 

 

   Restaurants

 

$13,189

$12,528

   Package stores

 

2,925

2,842

   Other revenues

 

       377

       395

      Total operating revenues

 

$16,491

$15,765

 

 

 

 

Operating Income Reconciled to Income Before Income Taxes and Minority Interests   in Earnings of Consolidated Limited Partnerships

 

 

 

    Restaurants

 

$958

$1,076

    Package stores

 

     82

     77

 

 

1,040

1,153

    Corporate expenses, net of other

       Revenues

 

 

  (390)

 

  (502)

    Operating income

 

650

651

    Other income (expense)

 

  (90)

  (83)

Income Before Income Taxes and Minority Interests in Earnings of Consolidated Limited Partnerships

 

$560

$568

 

 

 

 

Depreciation and Amortization:

 

 

 

   Restaurants

 

$465

$427

   Package stores

 

   56

   57

 

 

521

484

   Corporate

 

  82

  67

Total Depreciation and Amortization

 

$603

$551

 

 

 

 

Capital Expenditures:

 

 

 

   Restaurants

 

$313

$878

   Package stores

 

    75

    19

 

 

388

897

   Corporate

 

   56

   115

Total Capital Expenditures

 

$444

$1,012

 

 

 

 

 

 

Thirty Nine Weeks Ending

June 27, 2009

Thirty Nine Weeks Ending

June 28, 2008

Operating Revenues:

 

 

 

   Restaurants

 

$39,628

$37,831

   Package stores

 

9,788

9,673

   Other revenues

 

      1,085

      1,148

      Total operating revenues

 

$50,501

$48,652

 

 

 

 

Operating Income Reconciled to Income Before Income Taxes and Minority Interests   in Earnings of Consolidated Limited Partnerships

 

 

 

    Restaurants

 

$2,890

$3,058

    Package stores

 

    446

    418

 

 

3,336

3,476

     Corporate expenses, net of other

       Revenues

 

 (1,183)

 (1,675)

    Operating income

 

2,153

1,801

    Other income (expense)

 

    (132)

    (287)

Income Before Income Taxes and Minority Interests in Earnings of Consolidated Limited Partnerships

 

   $2,021

   $1,514