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 April 3, 2010

 

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).                                                                 YesoNoo

 

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 ìlarge accelerated filerî, ìaccelerated filerî and ìsmaller reporting companyî 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).    Yesx No

 

On May 18, 2010, 1,861,933 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 26

ITEM 4T.  CONTROLS AND PROCEDURES. 18

 

PART II. OTHER INFORMATION.. 18

 

ITEM 1.  LEGAL PROCEEDINGS. 18

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 18

        ITEM 6.  EXHIBITSÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖ18

                          

 

 

As used in this Quarterly Report on Form 10-Q, the terms ìwe,î ìus,î ìour,î the ìCompanyî and ìFlaniganísî 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

Twenty Six Weeks Ended

 

April 3, 2010

March 28, 2009

April 3,  2010

March 28, 2009

 

 

 

REVENUES:

 

 

 

 

   Restaurant food sales

$11,950

$11,198

$22,554

$21,367

   Restaurant bar sales

3,061

2,668

5,670

5,072

   Package store sales

3,595

3,515

7,188

6,863

   Franchise related revenues

255

282

536

544

   Ownerís fee

30

45

83

89

   Other operating income

          47

          49

         71

         75

 

   18,938

   17,757

  36,102

  34,010

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

   Cost of merchandise sold:

 

 

 

 

       Restaurant and lounges

5,092

4,656

9,674

8,888

       Package goods

2,392

2,406

4,845

4,772

   Payroll and related costs

5,553

5,060

10,472

9,815

   Occupancy costs

1,021

973

2,082

1,974

   Selling, general and administrative expenses  

     3,365

     3,448

    6,923

    7,058

 

  17,423

   16,543

  33,996

  32,507

Income from Operations

     1,515

1,214

    2,106

    1,503

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

   Interest expense

(130)

(108)

(235)

(227)

   Interest and other income  

       30

       18

     47

     185

 

    (100)

    (90)

    (188)

    (42)

 

 

 

 

 

Income before Provision for Income Taxes                            

1,415

1,124

1,918

1,461

 

 

 

 

 

Provision for Income Taxes

  (285)

   (122)

  (396)

   (195)

 

 

 

 

 

Net Income before income attributable to noncontrolling interests

  1,130

  1,002

  1,522

  1,266

 

 

 

 

 

Less:  Net income attributable to noncontrolling interests

     (460)

    (318)

              (564)

              (410)

 

 

 

 

 

Net Income attributable to stockholders

$     670

$     684

$    958

$    856

 

 

 

 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

 

(Continued)

 

 

 

Thirteen Weeks Ended

Twenty Six Weeks Ended

 

April 3, 2010

March 28, 2009

April 3, 2010

March 28, 2009

 

 

Net Income Per Common Share:

 

 

 

 

   Basic

 

$0.36

$0.37

$0.51

$0.46

   Diluted         

 

$0.36

$0.37

$0.51

$0.46

 

  

 

 

 

 

Weighted Average Shares and Equivalent

      Shares Outstanding

 

 

 

 

   Basic

 

1,861,743

1,870,690

1,862,139

1,873,686

   Diluted

 

1,861,743

1,870,690

1,862,139

1,873,686

 

 

 

 

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

APRIL 3, 2010 (UNAUDITED) AND OCTOBER 3, 2009

(In Thousands)

 

 

 

                                                                    ASSETS

 

 

April 3, 2010

October 3, 2009

 

  

CURRENT ASSETS:

 

 

 

 

 

   Cash and cash equivalents

$6,997

$4,580

   Prepaid income taxes

--

332

   Due from franchisees

    5

270

   Other receivables

135

94

   Inventories

2,228

1,933

   Prepaid expenses

1,139

980

   Deferred tax asset

       324

           338

 

 

   

          Total Current Assets

    10,828

      8,527

 

 

 

   Property and Equipment, Net

  22,202

    21,240

 

 

 

   Investment in Limited Partnership

       144

         140

 

 

 

OTHER ASSETS:

 

 

 

 

 

   Liquor licenses, net

470

345

   Deferred tax asset

847

830

   Leasehold purchases, net

1,554

1,644

   Other

     630

         753

 

 

 

          Total Other Assets

   3,501

     3,572

 

 

 

          Total Assets

  $ 36,675

$ 33,479

 

 

 

 

 

 

 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

APRIL 3, 2010 (UNAUDITED) AND OCTOBER 3, 2009

 (In Thousands)

 

(Continued)

 

LIABILITIES AND STOCKHOLDERSí EQUITY

 

 

April 3, 2010

October 3, 2009

 

  

CURRENT LIABILITIES:

 

 

 

 

 

   Accounts payable and accrued expenses

$4,649

$3,756

   Income taxes payable

65

--

   Due to franchisees

    942

372

   Current portion of long term debt

712

681

   Line of credit

1,586

1,586

   Deferred revenues

14

21

   Deferred rent

          25

         24

 

 

   

          Total Current Liabilities

      7,993

    6,440

 

 

 

Long Term Debt, Net of Current Maturities

   5,264

    4,533

 

 

 

Deferred Rent, Net of Current Portion

   193

       206

 

 

 

Commitments and Contingencies

 

 

 

 

 

Equity:

 

 

Flaniganís Enterprises, Inc. 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

14,735

13,777

  Treasury stock, at cost, 2,335,709 shares

      at April 3, 2010 and 2,334,709     

     shares at October 3, 2009  

    (6,049)

    (6,043)

  Total Flaniganís Enterprises, Inc.    

     Stockholdersí equity

15,346

    14,394

  Noncontrolling interest         

      7,879

      7,906

     Total equity

    23,225

   22,300

 

 

 

     Total liabilities and equity     

  $ 36,675

$ 33,479

                

 

See accompanying notes to unaudited condensed consolidated financial statements.


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWENTY SIX WEEKS ENDED APRIL 3, 2010 AND MARCH 28, 2009

(In Thousands)

 

 

 

April 3, 2010

March 28, 2009

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

$1,522

$1,266

Adjustments to reconcile net income to net cash and

   cash equivalents provided by operating activities:

 

 

   Depreciation and amortization

1,117

1,156

   Amortization of leasehold interests

108

108

   Loss on abandonment of property and equipment

8

24

   Deferred income tax

(3)

(52)

   Deferred rent

(12)

(3)

   Income from unconsolidated limited       

    Partnership

(10)

(3)

   Recognition of deferred revenues     

(7)

(6)

   Changes in operating assets and liabilities:

     (increase) decrease in         

 

 

          Due from franchisees

3

113

          Other receivables                    

(41)

(7)

          Prepaid income taxes

332

50

          Inventories

(276)

39

          Prepaid expenses

250

404

          Other assets

58

(7)

      Increase (decrease) in:

 

 

          Accounts payable and accrued expenses           

893

(125)

          Income taxes payable

65

--

           Due to franchisees

         570

         241

Net cash and cash equivalents provided by operating

    activities   

      4,577

      3,198

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

     Collection on notes and mortgages receivable

9

8

     Purchase of property and equipment

(1,089)

(801)

      Deposit on property and equipment

--

(63)

      Proceeds from sale of fixed assets

8

39

     Distributions from unconsolidated limited

         Partnership

            6

            6

     Purchase of limited partnership interests

     (10)

          --

Net cash and cash equivalents used in investing   

   Activities

   (1,076)

   (811)

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWENTY SIX WEEKS ENDED APRIL 3, 2010 AND MARCH 28, 2009

(In Thousands)

 

(Continued)

 

 

April 3, 2010

March 28, 2009

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

     Payment of long term debt

(497)

(92)

     Proceeds from line of credit

--

24

     Purchase of treasury stock

(6)

(86)

      Distributions to limited partnershipís        

         noncontrolling interests

     (581)

     (580)

 

 

 

Net cash and cash equivalents used in financing   

   activities

       (1,084)

       (734)

 

 

 

 

 

 

  Net Increase in Cash and Cash Equivalents

2,417

1,653

 

 

 

         Beginning of Period

     4,580

     3,244

 

 

 

         End of Period

$   6,997

$   4,897

 

 

 

Supplemental Disclosure for Cash Flow Information:

     Cash paid during period for:

 

 

         Interest              

$235

$227

         Income taxes

$    --

$239

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Investing and           Financing Activities:   

 

 

        Financing of insurance contracts          

$409

$1,094

        Purchase deposits transferred to property and

          equipment

$20

$292

        Purchase of property in exchange for debt

$850

$    --

        Purchase of assets of franchised restaurant

$262

$    --  

 

See accompanying notes to unaudited condensed consolidated financial statements

 


FLANIGANíS ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

APRIL 3, 2010

 

 

(1) BASIS OF PRESENTATION:

 

The accompanying financial information for the periods ended April 3, 2010 and March 28, 2009 are unaudited.  Financial information as of October 3, 2009 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 Condensed Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended October 3, 2009.  Operating results for interim periods are not necessarily indicative of results to be expected for a full year.

 

The Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries and the accounts of the nine limited partnerships in which we act as general partner and have controlling interests.. All intercompany balances and transactions have been eliminated. Non-controlling interest represents the limited partnersí proportionate share of the net assets and results of operations of the nine limited partnerships.

 

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:

 

We follow Financial Accounting Standards Board Accounting Standards Codification Section 260 - ìEarnings per Shareî (FASB ASC 260).  This section provides for the calculation of basic and diluted earnings per share.  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 April 3, 2010, no stock options were outstanding.

 

(3)  RECLASSIFICATION:

 

Certain amounts in the fiscal year 2009 financial statements have been reclassified to conform to the fiscal year 2010 presentation.  The reclassifications had no effect on consolidated net income.

 

(4)  RECENT ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

 

Adopted

 

In December 2007, the FASB issued changes regarding business combinations.  These changes establish 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.  These changes also establish disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.  These changes were adopted by us in the first quarter of our fiscal year 2010 and will have an impact on our accounting for any future business acquisitions.

 

In December 2007, the FASB issued changes regarding consolidation and non-controlling interests in consolidated financial statements.  These changes impacted the accounting and reporting for minority interests, which are now recharacterized as noncontrolling interests (NCI) and classified as a component of equity.  This new consolidation method significantly changed the accounting for transactions with minority interest holders.  These changes were adopted by us in the first quarter of our fiscal year 2010 and did not have a material impact on our condensed consolidated financial statements.

 

In March 2008, the FASB issued changes regarding derivatives and hedging to enhance disclosures about an entityís derivative and hedging activities.  These changes were adopted by us in the first quarter of our fiscal year 2010. As we do not currently engage in derivative transactions or hedging activities, these changes do not have a material impact on our condensed consolidated financial statements.

 

Issued

 

In February 2010, the FASB amended its authoritative guidance related to subsequent events to alleviate potential conflicts with current United States Securities Exchange Commission (ìSECî) guidance. Effective immediately, these amendments remove the requirement that an SEC filer disclose the date through which it has evaluated subsequent events. The adoption of this guidance did not have an impact on the Companyís condensed consolidated financial statements.

 

The FASB has issued Accounting Standard Update (ASU) No. 2010-02, Consolidation (Topic 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary – A Scope Clarification. This ASU clarifies that the scope of the decrease in ownership provisions of Subtopic 810-10 and related guidance and also clarifies that the decrease in ownership guidance in Subtopic 810-10 does not apply to: (a) sales of in substance real estate; and (b) conveyances of oil and gas mineral rights, even if these transfers involve businesses. The amendments in this ASU also expand the disclosure requirements about deconsolidation of a subsidiary or derecognition of a group of assets. ASU 2010-02 is effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The adoption of this accounting standard will have an effect on the presentation and disclosure of the noncontrolling interests of any non wholly-owned businesses acquired in the future.

 

In June 2009, the FASB issued changes to the accounting 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, these changes require 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.  These changes become effective for annual periods beginning after November 15, 2009 and will be adopted by us in our fiscal year 2011.  We are currently evaluating the potential impact, if any, of the adoption of these changes on consolidated results of operations and financial condition.

 

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

 

(5)  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%, (2.498% as of April 3, 2010), with monthly payments of interest only and the unpaid principal balance and all accrued interest was due in full on April 7, 2010.  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.  Subsequent to the end of the second quarter of our fiscal year 2010, the maturity date of our line of credit, (April 7, 2010), was extended until June 5, 2010 while we negotiate a modification of our line of credit arrangement with our lender.  During the second quarter of our fiscal year 2010, we paid monthly installments of interest payments, with no borrowings or principal payments.  As of April 3, 2010, 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 unaffiliated 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, 2009, 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, total in the aggregate $243,000, of which $199,000 is financed through the same unaffiliated third party lender.  The finance agreement earns interest at the rate of 2.99% per annum and is amortized over 10 months, with monthly payments of principal and interest, each in the amount of $20,000.  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, 2009, 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, total, in the aggregate $205,000, of which $146,000 is financed through the same unaffiliated third party lender.  The finance agreement earns interest at the rate of 2.99% per annum and is amortized over 11 months, with monthly payments of principal and interest, each in the amount of $13,000.  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 April 3, 2010, we owe, in the aggregate, a principal balance of $466,000 to the third party lender that financed our property and general liability insurance policies.

(6)    PURCHASE OF FRANCHISED RESTAURANT:

Boca Raton, Florida

During the first quarter of our fiscal year 2010, we purchased from our franchisee, the operating assets of the franchised restaurant located at 45 S. Federal Highway, Boca Raton, Palm Beach County, Florida for an aggregate purchase price of $262,000 and on October 18, 2009 this restaurant began operating as a Company-owned restaurant. The lease at this location expires on April 30, 2011.  Our franchisee was unsuccessful in obtaining an extension of the lease term.  There can be no assurance that the lease term will be extended or that we will find a suitable replacement location at reasonable rates, if at all.  Such uncertainty was factored into the purchase price.  

 

 

(7)   INVESTMENT IN REAL PROPERTY:

 

Hollywood, Florida

 

During the first quarter of our fiscal year 2010, we purchased the real property and building where our combination restaurant and package liquor store located at 2505 N. University Drive, Hollywood, Florida, (Store #19), operates.  We paid $1,350,000 for this property, $850,000 of which we borrowed from an unaffiliated third party, pursuant to a first mortgage.  The mortgage note bears interest at the rate of eight and one-half (8‡%) percent per annum, is amortized over fifteen (15) years with equal monthly payments of principal and interest, each in the amount of $8,370, with the entire principal balance and all accrued interest due in eight (8) years.

 

(8)  INCOME TAXES:

 

We account for our income taxes using FASB ASC 740, ìIncome Taxesî, which 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.

 

(9)  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 April 3, 2010, 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 twenty six weeks ended April 3, 2010, nor were stock options granted during the twenty six weeks ended March 28, 2009.

 

No stock options were exercised during the twenty six weeks ended April 3, 2010, nor were stock options exercised during the twenty six weeks ended March 28, 2009. 

 

There was no stock option activity during the twenty six weeks ended April 3, 2010.  During the twenty six weeks ended March 28, 2009, 9,350 options expired unexercised.

                            

(10)  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 thirteen weeks ended April 3, 2010, we did not purchase any shares of our common stock.

During the twenty six weeks ended April 3, 2010, we purchased 1,000 shares of our common stock from the Joseph G. Flanigan Charitable Trust for an aggregate purchase price of $6,000. 

 

 

 

(11)  COMMITMENTS AND CONTINGENCIES:

 

Guarantees

 

We guarantee various leases for franchisees and locations sold in prior years.  Remaining rental commitments required under these leases are approximately $1,208,000.  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.

 

We account for such lease guarantees in accordance with ASC Topic 460 (formerly FASB Interpretation No. 45, ìGuarantorís Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others,î or FIN 45).  Under ASC Topic 460, we would be required to recognize the fair value of guarantees issued or modified after December 31, 2002, for non-contingent guarantee obligations, and also a liability for contingent guarantee obligations based on the probability that the guaranteed party will not perform under the contractual terms of the guaranty agreement.

 

We do not believe it is probable that we will be required to perform under the remaining lease guarantees and therefore, no liability has been accrued in our condensed consolidated financial statements.

 

Litigation

From time to time, we are a defendant in litigation arising in the ordinary course of our business, including claims resulting from ìslip and fallî accidents, claims under federal and state laws governing access to public accommodations, employment-related claims and claims from guests alleging illness, injury or other food quality, health or operational concerns. To date, none of this litigation, some of which is covered by insurance, has had a material effect on us.

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 by the owner of the adjacent shopping center and we filed and served a cross-complaint against the seller.  During the fourth quarter of our fiscal year 2009, the seller was awarded reimbursement of its attorneysí fees and costs in the amount of $109,000 and during the second quarter of our fiscal year 2010, the trial court denied our motion for re-consideration of a portion of the award. Subsequent to the end of the second quarter of our fiscal year 2010, we paid the award of attorneysí fees and costs.  During the second quarter of our fiscal year 2009, the seller filed suit against us for malicious prosecution.  During the second quarter of our fiscal year 2010, the court denied the sellerís motion for punitive damages.  We deny the allegations and are vigorously defending against the allegations. 

 

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 were seeking to recover the cost of structural repairs to the business premises we paid, as we believed that 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 also attempted to recover the rent paid by the limited partnership while the repairs were occurring.  The claim also included a request by the limited partnership for the court to determine if the limited partnership had the exclusive right to the use of the pylon sign in front of the business premises.  The landlord denied liability for structural repairs to the business premises, denied any obligation to reimburse the limited partnership for any rent paid while structural repairs occurred and denied the limited partnershipís right to use the pylon sign.  During the second quarter of our fiscal year 2010, we settled the lawsuit without recovering the cost of any structural repairs to the business premises, nor any rent paid while the structural repairs were occurring.   The limited partnership was granted the right, for a monthly fee, to occupy the top space on each side of the two pylon signs constructed by the landlord for the shopping center throughout the term of the lease, including renewal options if exercised by the limited partnership.  Each party is responsible for its own attorneysí fees and costs incurred in the lawsuit.   Subsequent to the end of the second quarter of our fiscal year 2010, the settlement was reduced to writing and approved by the court.

 

(12)     SUBSEQUENT EVENTS:

Subsequent events have been evaluated through the date these condensed consolidated financial statements were issued.  No events, other than the events disclosed above, required disclosure.

 

(13)  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 twenty six weeks ended April 3, 2010 and March 28, 2009, 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 and real property, 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.

 

                                                                                                                        (in thousands) 

 

 

 

 

 

Thirteen Weeks Ending

April 3, 2010

Thirteen Weeks Ending

March 28,  2009

Operating Revenues:

 

 

 

   Restaurants

 

$15,011

$13,866

   Package stores

 

3,595

3,515

   Other revenues

 

       332

       376

      Total operating revenues

 

$18,938

$17,757

 

 

 

 

Operating Income Reconciled to Income Before Income Taxes and Net Income Attributable to Noncontrolling Interests   

 

 

 

    Restaurants

 

$1,914

$1,346

    Package stores

 

     399

     257

 

 

2,313

1,603

    Corporate expenses, net of other

       Revenues

 

 

  (798)

 

  (389)

    Operating income

 

1,515

1,214

    Other income (expense)

 

  (100)

  (90)

Income Before Income Taxes and Net Income Attributable to Noncontrolling Interests

 

$1,415

$1,124

 

 

 

 

Depreciation and Amortization:

 

 

 

   Restaurants

 

$476

$473

   Package stores

 

  55

  67

 

 

531

540

   Corporate

 

  84

  86

Total Depreciation and Amortization

 

$615

$626

 

 

 

 

Capital Expenditures:

 

 

 

   Restaurants

 

$233

$350

   Package stores

 

    125

    56

 

 

358

406

   Corporate

 

   25

   101

Total Capital Expenditures

 

$383

$507

 

 

 

Twenty Six Weeks Ending

April  3, 2010

 

Twenty Six Weeks Ending

March 28, 2009

Operating Revenues:

 

 

 

   Restaurants

 

$28,224

$26,439

   Package stores

 

7,188

6,863

   Other revenues

 

       690

       708

      Total operating revenues

 

$36,102

$34,010

 

 

 

 

Operating Income Reconciled to Income Before Income Taxes and Net Income Attributable to Noncontrolling Interests  

 

 

 

    Restaurants

 

$2,678

$1,932

    Package stores

 

    656

    364

 

 

3,334

2,296

     Corporate expenses, net of other

       Revenues

 

 (1,228)

 (793)

    Operating income

 

2,106

1,503

    Other income (expense)

 

    (188)

    (42)

Income Before Income Taxes and Net Income Attributable to Noncontrolling Interests

 

   $1,918

   $1,461

 

 

 

 

Depreciation and Amortization:

 

 

 

   Restaurants

 

$952

$956

   Package stores

 

      107

      138

 

 

1,059

1,094

   Corporate

 

      166

      170

Total Depreciation and Amortization

 

 $1,225

 $1,264