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 April 3,
2010
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).
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):
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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).
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
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 26
ITEM
4T. 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 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).
(In Thousands Except Per Share Amounts)
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Thirteen
Weeks Ended |
Twenty
Six Weeks Ended |
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April
3, 2010 |
March
28, 2009 |
April
3, 2010 |
March
28, 2009 |
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REVENUES: |
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Restaurant food sales |
$11,950 |
$11,198 |
$22,554 |
$21,367 |
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Restaurant bar sales |
3,061 |
2,668 |
5,670 |
5,072 |
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Package store sales |
3,595 |
3,515 |
7,188 |
6,863 |
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Franchise related revenues |
255 |
282 |
536 |
544 |
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Ownerís fee |
30 |
45 |
83 |
89 |
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Other operating income |
47 |
49 |
71 |
75 |
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18,938 |
17,757 |
36,102 |
34,010 |
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COSTS AND EXPENSES: |
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Cost of merchandise sold: |
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Restaurant and lounges |
5,092 |
4,656 |
9,674 |
8,888 |
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Package goods |
2,392 |
2,406 |
4,845 |
4,772 |
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Payroll and related costs |
5,553 |
5,060 |
10,472 |
9,815 |
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Occupancy costs |
1,021 |
973 |
2,082 |
1,974 |
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Selling, general and administrative expenses |
3,365 |
3,448 |
6,923 |
7,058 |
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17,423 |
16,543 |
33,996 |
32,507 |
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Income from Operations |
1,515 |
1,214 |
2,106 |
1,503 |
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OTHER INCOME (EXPENSE): |
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Interest expense |
(130) |
(108) |
(235) |
(227) |
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Interest and other income
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30 |
18 |
47 |
185 |
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(100) |
(90) |
(188) |
(42) |
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Income
before Provision for Income Taxes
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1,415 |
1,124 |
1,918 |
1,461 |
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Provision for Income Taxes |
(285) |
(122) |
(396) |
(195) |
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Net Income before income attributable to
noncontrolling interests |
1,130 |
1,002 |
1,522 |
1,266 |
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Less: Net income attributable to noncontrolling interests |
(460) |
(318) |
(564) |
(410) |
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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)
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Thirteen
Weeks Ended |
Twenty
Six Weeks Ended |
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April
3, 2010 |
March
28, 2009 |
April
3, 2010 |
March
28, 2009 |
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Net Income Per Common
Share: |
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Basic |
$0.36 |
$0.37 |
$0.51 |
$0.46 |
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Diluted |
$0.36 |
$0.37 |
$0.51 |
$0.46 |
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Weighted Average Shares and
Equivalent Shares Outstanding |
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Basic |
1,861,743 |
1,870,690 |
1,862,139 |
1,873,686 |
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Diluted |
1,861,743 |
1,870,690 |
1,862,139 |
1,873,686 |
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See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
APRIL 3, 2010 (UNAUDITED) AND OCTOBER 3,
2009
(In Thousands)
ASSETS
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April
3, 2010 |
October
3, 2009 |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$6,997 |
$4,580 |
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Prepaid income taxes |
-- |
332 |
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Due from franchisees |
5 |
270 |
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Other receivables |
135 |
94 |
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Inventories |
2,228 |
1,933 |
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Prepaid expenses |
1,139 |
980 |
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Deferred tax asset |
324 |
338 |
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Total
Current Assets |
10,828 |
8,527 |
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Property and Equipment, Net |
22,202 |
21,240 |
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Investment in Limited Partnership |
144 |
140 |
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OTHER ASSETS: |
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Liquor licenses, net |
470 |
345 |
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Deferred tax asset |
847 |
830 |
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Leasehold purchases, net |
1,554 |
1,644 |
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Other |
630 |
753 |
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Total
Other Assets |
3,501 |
3,572 |
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Total Assets |
$ 36,675 |
$ 33,479 |
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CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 3, 2010 (UNAUDITED) AND OCTOBER 3,
2009
(In
Thousands)
(Continued)
LIABILITIES AND STOCKHOLDERSí EQUITY
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April
3, 2010 |
October
3, 2009 |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
$4,649 |
$3,756 |
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Income taxes payable |
65 |
-- |
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Due to franchisees |
942 |
372 |
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Current portion of long term debt |
712 |
681 |
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Line
of credit |
1,586 |
1,586 |
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Deferred revenues |
14 |
21 |
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Deferred rent |
25 |
24 |
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Total
Current Liabilities |
7,993 |
6,440 |
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Long Term Debt, Net of Current Maturities |
5,264 |
4,533 |
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Deferred Rent, Net of Current Portion |
193 |
206 |
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Commitments and Contingencies |
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Equity: |
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Flaniganís Enterprises,
Inc. 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 |
14,735 |
13,777 |
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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) |
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Total
Flaniganís Enterprises, Inc. Stockholdersí equity |
15,346 |
14,394 |
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Noncontrolling interest |
7,879 |
7,906 |
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Total equity |
23,225 |
22,300 |
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Total liabilities and equity |
$ 36,675 |
$ 33,479 |
See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
FOR THE TWENTY SIX WEEKS ENDED APRIL 3,
2010 AND MARCH 28, 2009
(In Thousands)
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April
3, 2010 |
March
28, 2009 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$1,522 |
$1,266 |
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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 |
1,117 |
1,156 |
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Amortization of leasehold interests |
108 |
108 |
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Loss on abandonment of property and equipment |
8 |
24 |
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Deferred income tax |
(3) |
(52) |
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Deferred rent |
(12) |
(3) |
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Income from unconsolidated limited
Partnership |
(10) |
(3) |
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Recognition of deferred revenues |
(7) |
(6) |
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Changes in
operating assets and liabilities: (increase) decrease in |
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Due from
franchisees |
3 |
113 |
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Other
receivables
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(41) |
(7) |
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Prepaid
income taxes |
332 |
50 |
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Inventories |
(276) |
39 |
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Prepaid
expenses |
250 |
404 |
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Other
assets |
58 |
(7) |
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Increase (decrease) in: |
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Accounts
payable and accrued expenses
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893 |
(125) |
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Income
taxes payable |
65 |
-- |
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Due to franchisees |
570 |
241 |
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Net cash and cash equivalents provided by operating
activities |
4,577 |
3,198 |
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CASH FLOWS FROM INVESTING
ACTIVITIES: |
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Collection on notes and mortgages
receivable |
9 |
8 |
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Purchase of property and equipment |
(1,089) |
(801) |
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Deposit on property and equipment |
-- |
(63) |
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Proceeds from sale of fixed assets |
8 |
39 |
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Distributions from unconsolidated
limited Partnership |
6 |
6 |
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Purchase of limited partnership interests |
(10) |
-- |
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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)
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April
3, 2010 |
March
28, 2009 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Payment of long term debt |
(497) |
(92) |
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Proceeds from line of credit |
-- |
24 |
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Purchase of treasury stock |
(6) |
(86) |
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Distributions to limited partnershipís noncontrolling
interests |
(581) |
(580) |
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Net cash and cash equivalents used in financing activities |
(1,084) |
(734) |
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Net
Increase in Cash and Cash Equivalents |
2,417 |
1,653 |
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Beginning of
Period |
4,580 |
3,244 |
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End of Period |
$ 6,997 |
$ 4,897 |
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Supplemental Disclosure for
Cash Flow Information: Cash paid during period for: |
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Interest |
$235 |
$227 |
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Income taxes |
$ -- |
$239 |
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Supplemental Disclosure of
Non-Cash Investing and
Financing Activities: |
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Financing of insurance
contracts |
$409 |
$1,094 |
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Purchase deposits
transferred to property and equipment |
$20 |
$292 |
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Purchase of property
in exchange for debt |
$850 |
$ -- |
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Purchase of assets of
franchised restaurant |
$262 |
$ -- |
See
accompanying notes to unaudited condensed consolidated financial statements
FLANIGANíS ENTERPRISES, INC. AND
SUBSIDIARIES
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 |