UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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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
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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):
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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
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
ITEM 4. CONTROLS AND PROCEDURES
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
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).
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
(In Thousands Except Per Share Amounts)
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Thirteen
Weeks Ended |
Thirty
Nine Weeks Ended |
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June
27, 2009 |
June
28, 2008 |
June
27, 2009 |
June
28, 2008 |
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REVENUES: |
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Restaurant food sales |
$10,653 |
$10,182 |
$32,020 |
$30,714 |
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Restaurant bar sales |
2,536 |
2,346 |
7,608 |
7,117 |
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Package store sales |
2,925 |
2,842 |
9,788 |
9,673 |
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Franchise related revenues |
298 |
273 |
842 |
815 |
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Ownerís fee |
40 |
68 |
129 |
183 |
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Other operating income |
39 |
54 |
114 |
150 |
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16,491 |
15,765 |
50,501 |
48,652 |
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COSTS AND EXPENSES: |
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Cost of merchandise sold: |
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Restaurant and lounges |
4,582 |
4,197 |
13,470 |
12,670 |
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Package goods |
1,968 |
1,994 |
6,740 |
6,855 |
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Payroll and related costs |
4,885 |
4,645 |
14,700 |
14,363 |
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Occupancy costs |
988 |
989 |
2,962 |
2,969 |
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Selling, general and administrative expenses |
3,418 |
3,289 |
10,476 |
9,994 |
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15,841 |
15,114 |
48,348 |
46,851 |
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Income from Operations |
650 |
651 |
2,153 |
1,801 |
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OTHER INCOME (EXPENSE): |
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Interest expense |
(105) |
(117) |
(332) |
(358) |
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Interest and other income
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15 |
34 |
200 |
71 |
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(90) |
(83) |
(132) |
(287) |
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Income
before Provision for Income Taxes and
Minority Interest in (Earnings) Losses of Consolidated Limited Partnerships |
560 |
568 |
2,021 |
1,514 |
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Provision for Income Taxes |
(104) |
(138) |
(299) |
(487) |
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Minority Interest in
(Earnings) Losses of Consolidated Limited Partnerships |
(145) |
(94) |
(555) |
(36) |
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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)
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Thirteen
Weeks Ended |
Thirty
Nine Weeks Ended |
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June
27, 2009 |
June
28, 2008 |
June
27, 2009 |
June
28, 2008 |
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Net Income Per Common
Share: |
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Basic |
$0.17 |
$0.18 |
$0.62 |
$0.52 |
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Diluted |
$0.17 |
$0.18 |
$0.62 |
$0.52 |
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Weighted Average Shares and
Equivalent Shares Outstanding |
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Basic |
1,863,007 |
1,886,077 |
1,870,147 |
1,888,523 |
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Diluted |
1,863,007 |
1,895,378 |
1,870,147 |
1,899,515 |
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See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
JUNE 27, 2009 (UNAUDITED) AND SEPTEMBER
27, 2008
(In Thousands)
ASSETS
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June
27, 2009 |
September
27, 2008 |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$4,945 |
$3,244 |
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Notes receivables, current maturities, net |
18 |
16 |
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Prepaid income taxes |
235 |
176 |
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Due from franchisees |
128 |
351 |
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Other receivables |
131 |
107 |
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Inventories |
2,146 |
2,168 |
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Prepaid expenses |
1,099 |
778 |
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Deferred tax asset |
216 |
243 |
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Total
Current Assets |
8,918 |
7,083 |
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Property and Equipment, Net |
21,425 |
21,601 |
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Investment in Limited Partnership |
144 |
151 |
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OTHER ASSETS: |
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Liquor licenses, net |
345 |
345 |
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Notes receivable, net |
15 |
28 |
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Deferred tax asset |
792 |
729 |
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Leasehold purchases, net |
1,695 |
1,880 |
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Other |
869 |
987 |
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Total
Other Assets |
3,716 |
3,969 |
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Total
Assets |
$ 34,203 |
$ 32,804 |
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CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 27, 2009 (UNAUDITED) AND SEPTEMBER
27, 2008
(In
Thousands)
(Continued)
LIABILITIES AND STOCKHOLDERSí EQUITY
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June
27, 2009 |
September
27, 2008 |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
$4,094 |
$4,040 |
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Due to franchisees |
501 |
223 |
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Current portion of long term debt |
771 |
419 |
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Current portion of line of credit |
1,586 |
-- |
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Deferred revenues |
25 |
34 |
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Deferred rent |
24 |
19 |
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Total
Current Liabilities |
7,001 |
4,735 |
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Long Term Debt, Net of Current Maturities |
4,706 |
4,764 |
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Line of Credit |
-- |
1,562 |
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Deferred Rent, Net of Current Portion |
211 |
214 |
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Minority Interest in Equity
of Consolidated Limited Partnerships |
8,113 |
8,437 |
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Commitments and
Contingencies |
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Stockholdersí Equity: |
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Common stock, $.10 par value, 5,000,000 shares
authorized; 4,197,642 shares issued |
420 |
420 |
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Capital in excess of par value |
6,240 |
6,240 |
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Retained earnings |
13,555 |
12,388 |
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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) |
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Total Stockholdersí Equity |
14,172 |
13,092 |
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Total Liabilities and
Stockholdersí Equity |
$ 34,203 |
$ 32,804 |
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See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
FOR THE THIRTY-NINE WEEKS ENDED JUNE 27,
2009 AND JUNE 28, 2008
(In Thousands)
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June
27, 2009 |
June
28, 2008 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$1,167 |
$991 |
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Adjustments to reconcile net income to net cash and
cash equivalents provided by operating activities: |
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Depreciation and amortization |
1,708 |
1,518 |
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Amortization of leasehold purchases |
159 |
174 |
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Loss on abandonment of property and equipment |
34 |
15 |
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Deferred income tax |
(36) |
(144) |
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Deferred rent |
2 |
(13) |
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Minority interest in earnings of consolidated
limited partnerships
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555 |
36 |
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Income from unconsolidated limited partnership |
(2) |
(22) |
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Recognition of deferred revenue |
(9) |
(8) |
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Changes in operating assets and liabilities: (increase) decrease in |
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Due
from franchisees |
223 |
498 |
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Other receivables
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(24) |
(22) |
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Prepaid income taxes |
(59) |
(100) |
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Inventories |
22 |
(72) |
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Prepaid expenses |
615 |
261 |
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Other assets |
(7) |
(137) |
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Increase (decrease) in: |
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Accounts payable and accrued expenses
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54 |
(165) |
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Income taxes payable |
-- |
(331) |
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Due to franchisees |
278 |
27 |
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Net
cash and cash equivalents provided by operating activities: |
4,680 |
2,506 |
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CASH FLOWS FROM INVESTING
ACTIVITIES: |
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Collection on notes and mortgages
receivable |
11 |
10 |
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Purchase of property and equipment |
(1,246) |
(2,916) |
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Deposit on property and equipment |
(64) |
(27) |
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Proceeds from the sale of fixed
assets |
53 |
101 |
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Distributions from unconsolidated
limited Partnerships |
9 |
9 |
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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)
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June
27, 2009 |
June
28, 2008 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Payment of long term debt |
(800) |
(148) |
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Proceeds from line of credit |
24 |
600 |
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Purchase of treasury stock |
(87) |
(40) |
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Purchase of minority limited partnership
interest |
-- |
(120) |
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Distributions to limited partnership minority
partners |
(879) |
(759) |
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Proceeds from limited partnership
interests |
-- |
2,025* |
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Net
cash and cash equivalents provided by (used in)
financing activities: |
(1,742) |
1,558 |
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Net
Increase in Cash and Cash Equivalents |
1,701 |
1,241 |
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Beginning of
Period |
3,244 |
2,223 |
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End of Period |
$ 4,945 |
$ 3,464 |
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Supplemental Disclosure for
Cash Flow Information: Cash paid during period for: |
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Interest |
$332 |
$358 |
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Income taxes |
$435 |
$1,061 |
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Supplemental Disclosure of
Non-Cash Investing and
Financing Activities: |
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Financing of insurance contracts |
$1,094 |
-- |
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Purchase deposits transferred to
property and equipment |
$292 |
-- |
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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
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 |
|
|
|
|
|