QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended July 2, 2005
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE OF 1934
For the transition period from ________ to _________
Commission File Number I-6836
Flanigan's Enterprises, Inc. (Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of
incorporation or organization)
5059 N.E. 18 th Avenue, Fort Lauderdale, Florida
(Address of principal executive offices )
59-0877638
(I.R.S. Employer
Identification No. )
33334
(Zip Code )
Registrant's telephone number, including area code, (954) 377 - 1961
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 and (2) has been the subject to such filing requirements for the past 90 days.
Yes X_ No ___
Indicate the number of shares outstanding of each of the issuers classes of Common Stock as of the latest practicable date 1,882,547 as of August 16, 2005.
Consolidated Statements of Income -- For the Thirteen and Thirty Nine Weeks ended July 2, 2005 and June 26, 2004 (Unaudited)
Consolidated Balance Sheets -- As of July 2, 2005 (Unaudited) and October 2, 2004.
Consolidated Statements of Cash Flows -For the Thirty Nine Weeks ended July 2, 2005 and June 26, 2004.
Notes to Consolidated Financial Statements (Unaudited)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Item 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION AND SIGNATURES
Item 1. Legal Proceedings
Item 2. Change in Securities
Item 3. Default upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8K
Signatures
Exhibit - 31.1
Exhibit - 31.2
Exhibit - 32.1
Exhibit - 32.2
FLANIGAN'S ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Per Share Amounts)
Thirteen Weeks
Ended
Thirty Nine Weeks
Ended
July 2 2005
June 26 2004
July 2 2005
June 26 2004
REVENUES:
Restaurant food sales
Restaurant bar sales
Package good sales
Franchise related revenues
Owner's fee
Other operating income
$7,550
1,641
2,718
242
123 68 12,342
$6,975
1,541
2,499
230
37 53 11,335
$21,499
4,928
9,127
754
198 110 36,616
$20,210
4,727
8,257
753
129 96 34,172
COSTS AND EXPENSES:
Cost of merchandise sold:
Restaurant and lounges
Package goods
Payroll and related costs
Occupancy costs
Selling, general and
administrative expenses
Income from operations
3,207
1,945
3,394
716
2,364 11,626
716
3,167
1,810
3,018
725
2,478 11,198
137
9,303
6,549
9,853
2,081
7,177 34,963
1,653
8,862
6,000
9,292
2,028
7,119 33,301
871
OTHER INCOME (EXPENSE):
Interest expense
Minority interest in earnings of
consolidated joint ventures
Interest income
Other
(28)
(2)
12 (32) (50)
(30)
(145)
7 40 (128)
(86)
(212)
53 14 (231)
(91)
(244)
38 62 (235)
Income before Provision for Income Taxes
Provision for Income Taxes
Net Income
666
167
$ 499
9
2
$ 7
1,422
356
$1,066
636
146
$490
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Per Share Amounts)
(Continued)
Thirteen Weeks
Ended
Thirty Nine Weeks
Ended
July 2 2005
June 26, 2004
July 2 2005
June 26, 2004
Net Income Per Common Share: Basic
Diluted
$ 0.26
$ 0.00
$ 0.56
$ 0.25
$ 0.26
$ 0.00
$ 0.55
$ 0.25
Weighted Average Shares and Equivalent
Shares Outstanding
Basic
Diluted
1,884,547
1,925,526
1,901,615
1,926,630
1,911,980
1,957,729
1,925,299
1,959,286
See accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 2, 2005 (UNAUDITED) AND OCTOBER 2, 2004
(In Thousands)
ASSETS
JULY 2
2005
OCTOBER 2
2004
Current Assets:
Cash and cash equivalents
Marketable securities
Notes and mortgages receivables,
current maturities, net
Other receivables
Inventories
Prepaid expenses
Deferred tax asset
Total Current Assets
Property and Equipment
Investments in Joint Ventures
Other Assets:
Liquor licenses, net
Notes and mortgages receivable, net
Deferred tax asset
Other
Total Other Assets
Total Assets
$ 2,940
340
16
509
2,173
517
114
6,609
12,730
100
347
118
368
830
1,663
$ 21,102
$ 2,936
328
25
271
1,650
565
114
5,889
12,091
124
347
128
368
827
1,670
$19,774
FLANIGAN'S ENTERPRISES, INC, AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 2, 2005 (UNAUDITED) AND OCTOBER 2, 2004
LIABILITIES AND STOCKHOLDERS' EQUITY (In Thousands)
JULY 2 2005
OCTOBER 2 2004
Current Liabilities:
Accounts payable and accrued expenses
Due to franchisees
Current portion of long term debt
Deferred revenues
Total Current Liabilities
Long Term Debt, Net of Current Maturities
Minority Interest in Equity of
Consolidated Joint Ventures
Stockholders' Equity:
Common stock, $.10 par value; 5,000,000 shares
authorized; 4,197,642 shares issued
Capital in excess of par value
Retained earnings
Accumulated other comprehensive income
Treasury stock, at cost, 2,321,287 shares
at July 2, 2005 and 2,280,817
shares at October 2, 2004
Total Stockholders' Equity
Total Liabilities and Stockholders' Equity
$ 3,064
878
139
57
4,138
1,226
5,501
420
6,148
9,431
37
(5,799)
10,237
$21,102
$ 2,824
767
97
70
3,758
1,217
4,698
420
6,147
8,974
25
(5,465)
10,101
$ 19,774
See accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTY NINE WEEKS ENDED JULY 2, 2005 AND JUNE 26, 2004 (In Thousands)
JULY 2
2005
JUNE 26
2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization
Minority interest in earnings of
consolidated joint ventures
Recognition of deferred revenue
Changes in operating assets
and liabilities:
(Increase) decrease in:
Due from franchises
Other receivables
Inventories
Prepaid expenses
Refundable deposit, major supplier
Other assets
Increase (decrease) in:
Accounts payable and accrued expenses
Due to franchises
Net cash provided by operating activities
Cash flows from Investing Activities:
Collection on notes and mortgages receivable
Purchase of property and equipment Proceeds from certificate of deposit redemption
Investment in marketable securities
Distributions from unconsolidated joint ventures
Net cash used in investing activities
$ 1,066
1,030
212
(13)
(238)
(523)
48
(3)
240
111
1,930
19
(1,669)
24
(1,626)
$ 490
1,059
244
2
143
166
(408)
(82)
77
5
1,086
42
2,824
15
(1,567)
354
(172)
(1,370)
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTY NINE WEEKS ENDED JULY 2, 2005 AND JUNE 26, 2004 (In Thousands)
JULY 2
2005
JUNE 26
2004
Cash flows from Financing Activities:
Payment of long term debt
(262)
(236)
Proceeds from long term debt
313
––
Dividends paid
(609)
(581)
Purchase of treasury stock
(334)
(123)
Distributions to joint ventures
minority partners
(774)
(770)
Proceeds from joint venture interests
1,365
1,325
Proceeds from exercise of stock options
1
––
Net cash provided by (used in) financing activities
(300)
(385)
Net Increase In Cash and Cash Equivalents
4
1,069
Cash and Cash Equivalents,
Beginning of Period
2,936
1,587
Cash and Cash Equivalents
End of Period
$ 2,940
$ 2,656
Supplemental Disclosure for Cash Flow Information:
Cash paid during period for:
Interest
Income taxes
$ 84
$ 222
91
$ 186
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 2, 2005
(1) BASIS OF PRESENTATION :
The financial information for the periods ended July 2, 2005, and June 26, 2004 are unaudited. Financial information as of October 2, 2004 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 October 2, 2004. Operating results for interim periods are not necessarily indicative of results to be expected for a full year.
(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 4 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.
(3) RECLASSIFICATION:
Certain amounts in the fiscal 2004 financial statements have been reclassified to conform to the fiscal 2005 presentation.
(4) RECENT ACCOUNTING PRONOUNCEMENTS:
In December 2004, the Financial Accounting Standards Boards ("FASB") issued its final standard on accounting for share-based payments ("SBP"), FASB Statement No. 123R (revised 2004), Share-Based Payment. The Statement requires companies to expense the value of employee stock options and similar awards. Under FAS 123R, SBP awards result in a cost that will be measured at fair value on the awards' grant date, based on the estimated number of awards that are expected to vest. Compensation cost for awards that vest would not be reversed if the awards expire without being exercised. The effective date for public companies is interim and annual periods beginning after January 1, 2006, and applies to all awards granted after the effective date and to all outstanding and unvested SBP awards at a company's adoption. Management does not anticipate that this Statement will have a significant impact on the Company's consolidated financial statements.
(5) INVESTMENT IN JOINT VENTURES :
Pinecrest, Florida
During the third quarter of fiscal year 2003, the Company, as general partner of the limited partnership, entered into a Sale of Business Agreement for the purchase of an existing restaurant in Pinecrest, Florida, which transaction closed during the first quarter of fiscal year 2004. The purchase price of approximately $340,000 related to the acquisition of a below market lease and will therefore be recognized as additional lease expense over the remaining life of the lease once operation of the restaurant commences. As of July 2, 2005 the $340,000 is included in the accompanying balance sheet in other assets. The Company agreed to unconditionally guaranty the lease for the business premises in order to procure the consent of the landlord to the assignment of the lease. During the second quarter of fiscal year 2004 and after removing the interior finishes in anticipation of completing its building plans for the renovation of business premises, the Company found numerous, substantial structural deficiencies which must be rectified prior to any renovations being made.
During the third quarter of fiscal year 2004, the Company, as general partner of the limited partnership, and the landlord agreed upon the structural repairs required, as set forth by the landlord's engineering firm, and to equally share the cost thereof in order to minimize further delay to the renovation of the business premises. During fourth quarter of fiscal year 2004, the structural repairs were made by the landlord's contractor. Upon submitting its building plans to Pinecrest, Florida for review and the issuance of building plans, the Company was advised that there were structural problems that had not been addressed and other structural problems that were not adequately repaired and that its building plans would not be reviewed until the structural problems were rectified. The Company, as general partner of the limited partnership, is proceeding with the necessary structural repairs, while preserving its right to pursue a claim against the landlord for its contribution to any additional structural repairs and reimbursement of rent paid while the processing of its building plans is delayed. Subsequent to the end of the third fiscal quarter of fiscal year 2005, building permits were issued to the limited partnership to make the structural repairs, which structural repairs should be completed during the first quarter of fiscal year 2006. After the structural repairs are completed, the limited partnership's building plans will be processed by Pinecrest, Florida, building permits issued and the renovations made to the business premises. The limited partnership still intends to raise funds through a private offering to renovate the restaurant once the renovation costs have been determined. At the end of the third quarter of fiscal year 2005, the Company had advanced $1,075,690 to the limited partnership, the use of which included, but was not limited to, funds to close on the purchase of the existing business, architectural and engineering fees and its contribution to structural repairs made to date. The Company continues to act as a general partner and will also be the owner of up to thirty three and one-third percent limited partnership interest. It is anticipated that the renovated restaurant will be open for business during the second quarter of fiscal year 2006.
Wellington, Florida
During the fourth quarter of fiscal 2004, a limited partnership was formed with the Company as general partner, which limited partnership entered into a lease agreement to own and operate a restaurant in Wellington, Florida. During the first quarter of fiscal year 2005, the limited partnership completed its private offering, raising the sum of $1,850,000 to renovate the business premises for operation as a "Flanigan's Seafood Bar and Grill" restaurant. The Company continues to act as general partner and is also the owner of a twenty six percent limited partnership interest, as are other related parties, including but not limited to officers and directors of the Company and their families. The renovated restaurant opened for business on May 27, 2005.
(6) INVESTMENTS :
Investments in equity securities that have readily determinable values are classified and accounted for as available-for-sale. Available-for-sale securities are carried at fair value with unrealized gains and losses recorded as a separate component of accumulated other comprehensive income. Realized gains and losses are calculated based on the specific identification method and recorded in "other income" on the income statement. At July 2, 2005,the fair value was $340,000, which exceeded a cost of $303,000 and resulted in an unrealized gain of $37,000.
(7) 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 deferred tax asset was $482,000 as of July 2, 2005 and as of October 2, 2004.
(8) COMMITMENTS AND CONTINGENCIES:
Guarantees
The Company guarantees various leases for franchisees, limited partnerships and locations sold in prior years. Remaining rental commitments required under these leases are approximately $2,255,000. In the event of a default under any of these agreements, the Company 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.
Litigation
The Company is a party to various litigation matters incidental to its business. Certain claims, suits and complaints arising in the ordinary course of business have been filed or are pending against the Company.
Certain states have "liquor liability" laws which allow a person injured by an "intoxicated person" to bring a civil suit against the business (or social host) who served intoxicating liquors to an already "obviously intoxicated person", know as "dram shop" claims. Florida has restricted its dram shop claims by statute, permitting persons injured by an "obviously intoxicated person" to bring court action only against the business which had served alcoholic beverages to a minor or to an individual known to be habitually addicted to alcohol. The Company is generally self-insured for liability claims, with major losses partially covered by third-party insurance carriers. The extent of this coverage varies by year. The Company currently has no dram shop cases pending. For further discussion see the section headed Legal Proceedings on page 16 of the Company's Annual Report on Form 10-K for the fiscal year ended October 2, 2004. The Company accrues for potential uninsured losses based upon estimates received from legal counsel and its historical experience, when uninsured claims are pending. Such accrual is included in the "Accounts payable and accrued expenses". See Note 6 in the Company's Annual Report on Form 10-K for the fiscal year ended October 2, 2004.
(9) BUSINESS SEGMENTS
The Company operates principally in two segments - retail package stores and restaurants. The operation of package stores consists of retail liquor sales.
Information concerning the revenues and operating income for the thirteen and thirty nine weeks ended July 2, 2005 and June 26, 2004, and identifiable assets for the two segments in which the Company operates, are shown in the following table. Operating income is total revenue less cost of merchandise sold and operating expenses are shown in the following tables. 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 expense and income taxes.Identifiable assets by segment are those assets that are used in the Company's operations in each segment. Corporate assets are principally cash and notes and mortgages receivable. The Company does not have any operations outside of the United States and intersegment transactions are not material.
Thirteen Weeks Ended
July 2
June 26
2005
2004
Operating Revenues:
Restaurants
$9,191
$8,516
Retail package stores
2,718
2,499
Other revenues
433
320
Total operating revenues
$12,342
$ 11,335
Thirteen Weeks Ended
July 2
June 26
2005
2004
Operating Income Reconciled to Income
before Income Taxes:
Restaurants
$ 944
$ 611
Retail package stores
144
1,088
(21)
590
Corporate expenses, net of other
revenues
(372)
(453)
Operating Income
716
137
Other
(50)
(128)
Income Before Income Taxes
$ 666
$ 9
–––
–––
Depreciation and Amortization:
Restaurants
$ 248
$248
Retail package stores
30
250
278
498
Corporate
50
61
Total Depreciation and Amortization
$ 328
$ 559
–––
–––
Capital Expenditures:
Restaurants
$ 812
$ 74
Retail package store
33
228
845
302
Corporate
(57)*
109
Total Capital Expenditures
$ 788
$ 411
–––
–––
* includes ($68,000) transfers of furniture and fixtures from corporate warehouse
to retail package stores and/or restaurants
Thirty Nine Weeks Ended
July 2
June 26
2005
2004
Operating Revenues
Restaurants
$26,427
$24,937
Retail package stores
9,127
8,257
Other revenues
1,062
978
Total operating revenues
$36,616
$34,172
–––
–––
Operating Income Reconciled to Income
before Income Taxes:
Restaurants
$ 2,299
$ 2,004
Retail package stores
594
173
2,893
2,177
Thirty Nine Weeks Ended
July 2
June 26
2005
2004
Corporate expenses, net of other
revenues
(1,240)
(1,306)
Operating income
1,653
871
Other
(231)
(235)
Income Before Income Taxes
$1,422
$ 636
––––––
––––––
Depreciation and Amortization:
Restaurants
$ 796
$ 652
Retail package stores
93
264
889
916
Corporate
140
143
Total Depreciation and Amortization
$1,030
$1,059
––––––
––––––
Capital Expenditures:
Restaurants
$ 1,604
$1,064
Retail package store
94
350
1,698
1,414
Corporate
(29)*
153
Total Capital Expenditures
$ 1,669
$1,567
––––––
––––––
*includes ($72,000) transfers of furniture and fixtures from corporate
warehouse to retail package stores.
July 2
October 2
2005
2004
Identifiable Assets:
Restaurants
$ 11,296
$10,033
Retail package store
2,599
2,505
13,895
12,538
Corporate
7,207
7,236
Consolidated Totals
$21,102
$19,774
––––––
––––––
Item 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS:
Reported financial results may not be indicative of the financial results of future periods.All non-historical information contained in the following discussion constitutes forward-looking statements within the meaning of Section 27A of the Securities Ace of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as "anticipates, appears, expects, trends, intends, hopes, plans, believes, seek, estimates, may, will," and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve a number of risks and uncertainties, including but not limited to customer demand and competitive conditions. Factors that could cause actual results to differ materially are included in, but not limited to, those identified in the "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Annual Report on Form 10-K for the Company's fiscal year ended October 2, 2004 and in this Quarterly Report on Form 10-Q. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may reflect events or circumstances after the date of this report. The Company owns and/or operates full service restaurants, package liquor stores and an entertainment oriented club (collectively the "units"). At July 2, 2005, the Company operated 19 units and had equity interests in seven units which have been franchised by the Company. The table below sets out the changes, if any, in the type and number of units being operated.
(1) During the second quarter of fiscal year 2001, the Company completed renovations to its new corporate offices and relocated to the same. The new corporate offices consist of a two (2) story building, with space set aside on the ground floor for a package liquor store. The Company filed an application for its building permits during the third quarter of fiscal year 2002, but is still involved in litigation with the adjacent shopping center over the Company's right to non-exclusive parking in the shopping center. The construction of the package liquor store has been postponed until the litigation is concluded, which should occur by the end of calendar year 2005. This package liquor store is not included in the table of units.
(2) During the third quarter of fiscal year 2003, the Company, as general partner of the limited partnership, entered into a Sale of Business Agreement for the purchase of an existing business in Pinecrest, Florida, which transaction closed during the first quarter of fiscal year 2004. The Company, as general partner of the limited partnership, is proceeding with necessary structural repairs, while preserving its right to pursue a claim against the landlord for its contribution to the additional structural repairs and reimbursement of rent paid while the processing of its building plans is delayed. The structural repairs should be completed during the first quarter of fiscal year 2006, after which the limited partnership's building plans will be processed by Pinecrest, Florida, building permits issued and the renovations made to the business premises. It is anticipated that the renovated restaurant will be open for business during second quarter of fiscal year 2006 and is not included in the table of units.
(3) During the third quarter of fiscal year 2003, a limited partnership was formed with the Company as general partner, which limited partnership entered into a lease agreement to own and operate a restaurant in a Howard Johnson's Hotel in Stuart, Florida. During the fourth quarter of fiscal year 2003, the limited partnership raised funds through a private offering to renovate the business premises for operation as a "Flanigan's Seafood Bar and Grill" restaurant. The Company acts as general partner and owns a twelve percent limited partnership interest. The restaurant opened for business on January 11, 2004.
(4) During the fourth quarter of fiscal year 2004, a limited partnership was formed with the Company as general partner, which limited partnership entered into a lease agreement to own and operate a restaurant in Wellington, Florida under the "Flanigan's Seafood Bar and Grill" servicemark. During the first quarter of fiscal year 2005, the limited partnership raised funds through a private offering to renovate the business premises for operation as a "Flanigan's Seafood Bar and Grill" restaurant. The Company acts as general partner and owns a twenty six percent limited partnership interest. The restaurant opened for business on May 27, 2005.
(5) Since the fourth quarter of 1999, the Company has managed the restaurant for a franchisee. The franchised restaurant is included in the table of units as a restaurant operated by the Company and the franchise is also included as a unit franchised by the Company and in which the Company has an interest.
Results of Operation
Thirteen Weeks Ended
July 2,
June 26,
2005
2004
Amount Percent
Amount Percent
(In Thousands)
(In Thousands)
Restaurant food sales
$7,550
63.40
$ 6,975
63.32
Restaurant bar sales
1,641
13.78
1,541
13.99
Package goods sales
2,718
22.82
2,499
22.69
Total sales
$ 11,909
100.00
$ 11,015
100.00
Franchise related revenues
242
230
Owners fee
123
37
Other operating income
68
53
Total Revenue
$ 12,342
$ 11,335
––––––––––––
––––––––––––
Thirty Nine Weeks Ended
July 2
June 26
2005
2004
Amount
Percent
Amount
Percent
(In Thousands)
(In Thousands)
Restaurant food sales
$ 21,499
60.47
$ 20,210
60.88
Restaurant bar sales
4,928
13.86
4,727
14.24
Package goods sales
9,127
25.67
8,257
24.88
Total sales
$ 35,554
100.00
$ 33,194
100.00
Franchise related revenues
754
753
Owners fee
198
129
Other operating income
110
96
Total Revenue
$ 36,616
$ 34,172
––––––––––––
––––––––––––
As the table above illustrates, total revenues increased by 8.88% and 7.15% for the thirteen weeks and thirty nine weeks of fiscal year 2005, respectively, as compared to the total revenues for the thirteen weeks and thirty nine weeks of fiscal year 2004. The increase in total revenue for the thirty nine weeks, was primarily due to the restaurant in Stuart, Florida and the package goods store in Hollywood, Florida being open for the entire thirty nine weeks; the restaurant in Wellington, Florida being open for approximately one (1) month of the third quarter of fiscal year 2005; and increases in menu prices implemented during the second and third quarters of fiscal year 2005. Total revenues should continue to increase due to the operation of the restaurant in Wellington, Florida throughout the balance of fiscal year 2005 and menu price increases.
Restaurant food sales represented 63.40% and 60.47% of total sales in the thirteen weeks and thirty nine weeks of fiscal year 2005, respectively, as compared to 63.32% and 60.88% of total sales in the thirteen weeks and thirty nine weeks of fiscal year 2004 respectively. The weekly average of same store restaurant food sales were $444,072 and $429,189 for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively, an increase of 3.5%. The weekly average of same store restaurant food sales were $457,534 and $429,293 for the thirteen weeks,
ended July 2, 2005 and June 26, 2004, respectively, an increase of 6.6%. The increase in restaurant food sales for both the thirteen weeks and the thirty nine weeks of fiscal year 2005 is due to menu price increases and the continued increase in the weekly average of same store restaurant food sales. Restaurant food sales should continue to increase throughout the balance of the fiscal year due to the opening of the restaurant in Wellington, Florida and the additional menu price increases instituted during the third quarter of fiscal year 2005 to off-set increased costs, especially higher payroll costs due to the new Florida minimum wage, which was effective May 2, 2005.
Restaurant bar sales represented 13.78% and 13.86% of total sales in the thirteen weeks and thirty nine weeks of fiscal year 2005, respectively, as compared to 13.99% and 14.24% of total sales in the thirteen weeks and thirty nine six weeks of fiscal year 2004, respectively. Restaurant bar sales increased during the thirteen and thirty nine weeks ended July 2, 2005 due primarily to the opening of the restaurant in Wellington, Florida on May 27, 2005 and new promotions designed to increase restaurant bar sales. The increase in restaurant bar sales during the thirteen and thirty nine weeks ended July 2, 2005 was less than may have been anticipated due to a decrease in restaurant bar sales generated by the joint venture restaurant in Stuart, Florida, which had just opened for business during the second quarter of fiscal year 2004 and the joint venture restaurant in Weston, Florida which has been adversely affected by four (4) competitors who have opened for business in the immediate vicinity since the beginning of the calendar year. Restaurant bar sales also increased during the thirty nine weeks ended July 2, 2005 due to the joint venture restaurant in Stuart, Florida being open for the entire thirty nine weeks versus twenty six weeks of the prior fiscal year. The weekly average of same store restaurant bar sales were $99,673 and $95,436 for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively, an increase of 4.4%. The weekly average of same store restaurant bar sales were $97,717 and $93,958 for the thirteen weeks ended July 2, 2005 and June 26, 2004, respectively, an increase of 4.0%.The increase in weekly average of same store restaurant bar sales for both the thirteen weeks and thirty nine weeks of fiscal year 2005 is consistent with the increase in the weekly average of same store restaurant food sales and is also attributed to promotions designed to increase restaurant bar sales which the Company introduced during the third quarter of fiscal year 2005, without jeopardizing the Company's perception as a family restaurant.
Package goods sales represented 22.82% and 25.67% of total sales in the thirteen weeks and thirty nine weeks of fiscal year 2005, respectively, as compared to 22.69% and 24.88% of total sales in the thirteen weeks and thirty nine weeks of fiscal year 2004, respectively. The weekly average of same store package good sales were $211,693 and $199,091 for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively, an increase of 6.3%. The weekly average of same store package sales were $187,593 and $ 176,336 for the thirteen weeks ended July 2, 2005 and June 26, 2004 respectively, an increase of 6.4%. The increase was primarily due to increased volume. Package good sales are expected to continue increasing through the balance of fiscal year 2005 due to the continued increase in the weekly average of same store package sales.
The gross profit margin for restaurant and bar sales was 65.11% and 62.81% for the thirteen weeks ended July 2, 2005 and June 26, 2004, respectively. The gross profit margin for the restaurant and bar sales was 64.80% and 64.46% for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively. The gross profit margin for restaurant and bar sales for the thirteen weeks and thirty nine weeks of fiscal year 2005 were adversely affected by higher food costs, especially the cost of ribs, but the Company has offset these increased food costs by menu price increases and will continue to do so, where competitively possible, through the remainder of fiscal year 2005.
The gross profit margin for package goods stores was 28.25% and 27.52% for the thirteen weeks ended July 2, 2005 and June 26, 2004, respectively. The gross profit margin for package goods stores was 28.43% and 27.57% for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively. The increase in gross profit is attributed to the purchase of "close out" and merchandise reduction from wholesalers and the continued implementation of a new training program for package store employees. The gross profit margin for package goods sales is expected to remain constant through the balance of fiscal year 2005.
Operating Costs and Expenses
Operating costs and expenses were $ 11,626,000 and $11,198,000 for the thirteen weeks ended July 2, 2005 and June 26, 2004 respectively, a increase of 3.8%. Operating costs and expenses were $34,963,000 and $33,301,000 for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively, an increase of 5.0%. The increase in operating costs and expenses for the thirteen weeks ended July 2, 2005 was primarily due to the opening costs of the restaurant in Wellington, Florida during the third quarter of fiscal year 2005, as well as a general increase in overall operating costs and expenses. The increase in operating costs and expenses for the thirty nine weeks ended July 2, 2005 was primarily due to the opening costs of the restaurant in Wellington, Florida, the operation of the restaurant in Stuart, Florida during the first quarter of fiscal year 2005 and thepackage goods store in Hollywood, Florida being open for the entire first quarter of fiscal year 2005, as well as a general increase in overall operating costs and expenses. Operating costs and expenses are expected to continue increasing through the balance of fiscal year 2005 with the opening of the restaurant in Wellington, Florida and a general increase in overall operating costs and expenses.
Payroll and related costs were $3,394,000 and $3,018,000 for the thirteen weeks ended July 2, 2005 and June 26, 2004 respectively, an increase of 12.5%. Payroll and related costs were $9,853,000 and $9,292,000 for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively, an increase of 6.0%. The increase in payroll for the thirteen weeks ended July 2, 2005 was due primarily to the labor costs associated with the opening of the restaurant in Wellington, Florida during the third quarter of fiscal year 2005, and the new Florida minimum wage which increased the minimum wage paid to "tipped" employees from $2.13 per hour to $3.13 per hour effective May 2, 2005. The increase in payroll and related costs for the thirty nine weeks ending July 2, 2005 was due to the opening of the restaurant in Wellington, Florida during the third quarter of the fiscal year, the operation of the restaurant in Stuart, Florida and the new package store in Hollywood, Florida for the entire thirty nine weeks, and the new Florida minimum wage. Payroll and related costs will continue to increase through the balance of fiscal year 2005 primarily due to the opening of the restaurant in Wellington, Florida and the increase in the Florida minimum wage. During the third quarter of fiscal year 2005, the Company had no alternative but to increase menu prices to offset higher payroll and related costs due to the increase in the Florida minimum wage.
Occupancy costs which include rent, common area maintenance, repairs and taxes were $716,000 and $725,000 for the thirteen weeks ended July 2, 2005 and June 26, 2004 respectively, a decrease of 1.2%.The decrease in occupancy costs for the thirteen weeks ended July 2, 2005 was due to the payment of past due property taxes during the thirteen weeks ended June 26, 2004. Occupancy costs were $2,081,000 and $2,028,000 for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively, an increase of 2.6%. The increase in occupancy costs for the thirty nine weeks ended July 2, 2005 is accounted for by the payment of rent for the restaurant in Pinecrest, Florida for the entire thirty nine weeks versus twenty six weeks of the prior fiscal year and the payment of rent for one (1) month for the restaurant in Wellington, Florida. Occupancy costs will continue to increase through the balance of fiscal year 2005 with the payment of rent for the restaurant in Wellington, Florida.
Selling, general and administrative expenses were $2,364,000 and $2,478,000 for the thirteen weeks ended July 2, 2005 and June 26, 2004, respectively, a decrease of 4.6%. Selling, general and administrative expenses were $7,177,000 and $7,119,000 for the thirty nine weeks ended July 2, 2005 and June 26, 2004, respectively, an increase of 0.8%. The decrease in selling, general and administrative expenses for the thirteen weeks ended July 2, 2005 was due primarily to the costs associated with the opening of the restaurant in Stuart, Florida during the third quarter of fiscal year 2004, as well as efforts by the Company to reduce costs, where possible. The increase in selling, general and administrative expenses for the thirty nine weeks ended July 2, 2005 was due to the restaurant in Stuart, Florida and the new package store in Hollywood, Florida being open for the entire thirty nine weeks; expenses associated with the opening of the restaurant in Wellington, Florida; expenses associated with the restaurant in Pinecrest, Florida; and an overall increase in expenses generally.
New Joint Venture Restaurants
As the Company opens new joint venture restaurants on a more regular basis the Company's income from operations will be adversely affected by the higher costs associated with the opening of the same. To insure that a new restaurant opens with the high quality of service for which the Company is known, the Company has a select group of employees, known as "new restaurant openers", who travel to new restaurants for that purpose. "New restaurant openers" may spend up to 90 days at a new restaurant. If the new joint venture restaurant is not local, lodging has to be provided for the "new restaurant openers", which increases the opening costs significantly. To date, lodging for "new restaurant openers" has only been provided for the new joint venture restaurant in Stuart, Florida. In addition, immediately prior to the opening of a new restaurant and in order to provide a "test run" for the same, the Company sponsors pre-opening parties for its joint venture investors and the Company employees.
In addition, the pre-opening rent is generally less for new leases, rather than the purchase of an existing location which includes the assumption of an existing lease. In the case of the joint venture restaurant in Wellington, Florida, the pre-opening rent was approximately $18,000. As of July 2, 2005, the pre-opening rent paid for the new joint venture in Pinecrest, Florida aggregated $306,000 and continues at $17,000 per month.
During the thirteen weeks and thirty nine weeks ended July 2, 2005, the joint venture in Wellington, Florida reported losses of $205,886 and $369,853 respectively and the joint venture restaurant in Pinecrest, Florida, which is still undergoing structural repairs at this time, reported losses of $50,214 and $201,032 respectively, thus reducing income from operations for the thirteen weeks and thirty nine weeks ending July 2, 2005.During the balance of fiscal year 2005, income from operations will be adversely affected by the opening costs still to be incurred for the new joint venture restaurant in Pinecrest, Florida.
Trends
During the next twelve months management expects continued increases in restaurant sales, due primarily to the opening of the restaurants in Wellington, Florida and Pinecrest, Florida, menu price increases and continued increases in same store restaurant sales. Package good sales are also expected to increase due primarily to increases in same store package goods sales. At the same time, management also expects higher food costs, payroll costs and an overall increase in expenses. The Company has already raised some of its menu prices to offset higher food costs and payroll costs and will continue to do so wherever competitively possible. During the next twelve months, management projects an increase in overall profit before income tax.
Liquidity and Capital Resources
Cash Flows
The following table is a summary of the Company's cash flows for the thirty nine weeks of fiscal years 2005 and 2004.
Thirty Nine Weeks Ended
July 2
June 26
2005
2004
(In Thousands)
Net cash provided by
operating activities
$ 1,930
$ 2,824
Net cash (used in)
investing activities
(1,626)
(1,370)
Net cash provided by (used in)
financing activities
(300)
(385)
Net Increase in Cash and Cash Equivalents
4
1,069
Cash and Cash Equivalents, Beginning
2,936
1,587
Cash and Cash Equivalents, Ending
$ 2,940
$ 2,656
On December 9, 2004, the Company declared a cash dividend of 32 cents per share payable on January 28, 2005 to the shareholders of record on January 14, 2005.
On December 18, 2003 the Company declared a cash dividend of 30 cents per share payable on January 15, 2004 to shareholders of record on December 30, 2003.
Capital Expenditures
The Company had additions to fixed assets of $1,669,000 during the thirty nine weeks ended July 2, 2005 as compared to $1,567,000 for the thirty nine weeks ended June 26, 2004 and $1,873,000 for the fiscal year ended October 2, 2004. The additions to fixed assets during the thirty nine weeks ended July 2, 2005 included the renovations to the business premises of the restaurant in Wellington, Florida, while the addition to fixed assets during the thirty nine weeks ended June 26, 2004 included the renovations to the business premises of the restaurant in Stuart, Florida.
All of the Company's units require periodic refurbishing in order to remain competitive. The budget for fiscal year 2005 for the foregoing is $325,000. The Company expects the funds for these improvements to be provided from operations. In addition, during the first quarter of fiscal year 2005, the limited partnership which owns the restaurant in Wellington, Florida completed its private offering, raising the sum of $1,850,000 towards capital expenditures for fiscal year 2005. It is anticipated that the joint venture in Pinecrest, Florida will require approximately $2,800,000 in capital expenditures, the majority of which will be raised through a private offering.
Purchase of Company Common Stock
Pursuant to a discretionary plan approved by the Board of Directors, during the thirteen weeks ended July 2, 2005, the Company purchased 13,620 shares of its common stock for an aggregate purchase price of $113,000. During the thirty nine weeks ended July 2, 2005, the Company purchased 39,720 shares of its common stock for an aggregate purchase price of $334,000.
Long Term Debt
As of the fiscal quarter ending July 2, 2005, the Company had long term debt of $1,365,000 compared to $1,399,000 and $1,314,000 for the fiscal quarter ending April 2, 2005 and the fiscal year ending October 2, 2004 respectively, a decrease of 2.4% from the fiscal quarter ending April 2, 2005 and an increase of 3.9% from the fiscal year ending October 2, 2004. The increase in long term debt as of the fiscal quarter ending July 2, 2005, when compared to long term debt as of the fiscal year ending October 2, 2004, includes the unsecured $100,000 loan from Bank Atlantic and two (2) secured auto loans, in the aggregate amount of $65,000, originating during the first quarter of fiscal year 2005, offset by a $16,500 discount on the re- financing of a purchase money chattel mortgage by one of the limited partnerships during the second quarter of fiscal year 2005.
Working Capital
The table below summarizes the current assets, current liabilities, and working capital for the fiscal quarters ended July 2, 2005, and June 26, 2004 and the fiscal year ended October 2, 2004.
July 2,
June 26,
Oct. 2,
Item
2005
2004
2004
Current Assets
$6,609
$6,149
$5,889
Current Liabilities
4,138
3,769
3,758
Working Capital
2,471
2,380
2,131
Working capital for the fiscal quarter ending July 2, 2005 increased by 3.8% and 15.9% from the working capital for the fiscal quarter ending June 26, 2004 and the fiscal year ending October 2, 2004, respectively.The increase in working capital is due to the completion of the private offering by the limited partnership owning the restaurant in Wellington, Florida during the first quarter of fiscal year 2005. In addition, the Company made minimal advances in excess of the monthly rent paid for the restaurant in Pinecrest, Florida during the third quarter of fiscal year 2005.
Management believes that positive cash flow from operations will adequately fund operations, debt reductions and planned capital expenditures during the balance of fiscal year 2005. However, it is also anticipated that during the balance of fiscal year 2005, working capital will be adversely affected by investments and/or advances made by the Company to the limited partnership in Pinecrest, Florida pending reimbursement of advances made by the Company in excess of its investment once the private offering by the limited partnership is completed and the exercise by the Company of its option to purchase the real property and ground lease of one location currently leased by the Company.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company does not ordinarily hold market risk sensitive instruments for trading purposes but as of July 2, 2005 holds one equity security at a cost of $303,000 to receive dividend payments and for the Company to satisfy debt in the future. There is no assurance that market price will increase or decrease in the next year.Even if the price of the equity security decreased by 10% below its cost, results of operations would be reduced by $30,000, an amount management considers immaterial.
Interest Rate Risk
At July 2, 2005, the Company has two debt arrangements which have variable interest rates. For one of these instruments, a mortgage note, the Company has entered into an interest rate swap agreement to hedge the interest rate risk. The mortgage note has an outstanding principal balance at July 2, 2005 of $818,540.
During the first quarter of fiscal year 2005, the Company closed on a new unsecured loan from Bank Atlantic, in the principal amount of $100,000, which funds are to be used in connection with the Company's exercise of an option to purchase the real property and take an assignment of a ground lease at one of its locations. The promissory note has a variable interest, at prime, but even if interest rates increased by 10%, results of operations would be reduced by less than $10,000, an amount management considers immaterial.
At July 2, 2005, the Company's cash resources earn interest at variable rates. Accordingly, the Company's return on these funds is affected by fluctuations in interest rates. Any decrease in interest rates will have negative effect on the Company's earnings. In addition, the Company incurs interest charges on debt at variable rates, which to the extent the Company has not entered into interest rate swap agreements to hedge this risk, could negatively impact the Company's earnings. There is no assurance that interest rates will increase or decrease over the next fiscal year.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of July 2, 2005 our Chief Executive Officer and Chief Financial Officer have, with the participation of management and the assistance of an independent third party expert, evaluated the effectiveness of the design and operation of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 ("Exchange Act") Rule 13a-15(e) of 15d-15(e)). It is the conclusion of our Chief Executive Officer and Chief Financial Officer that such disclosure controls and procedures operate such that important information flows to appropriate collection and disclosure points in a timely manner and are effective in ensuring that material information is accumulated and communicated to management and made known to the Chief Executive Officer and Chief Financial Officer particularly during the period in which this report was prepared, as appropriate, to allow timely decisions regarding timely disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any system of controls and procedures, no matter how well designed and operated, is subject to limitations, including the exercise of our judgment in evaluating the same. As a result, there can be no assurance that our disclosure controls and procedures will prevent all errors.
(b) Change in Internal Control over Financial Reporting
During the third quarter of fiscal year 2005, the Company continued to assess the effectiveness of our "internal controls over financial reporting" on an account by account basis as a part of our on-going accounting and financial reporting review process. The assessments were made by management, under the supervision of our Chief Financial Officer. We made no changes in our internal control over financial reporting during the fiscal quarter ending July 2, 2005 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Notwithstanding, the effectiveness of our system of internal control over financial reporting is subject to limitations, including the exercise of our judgment in evaluating the same. As a result, there can be no assurance that our internal control over financial reporting will prevent all errors.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings: See "Litigation" on page 11 of this report and Item
1 and Item 3 to Part 1 of the Annual Report on Form 10-K for the fiscal year ended October 2, 2004 for a discussion of other legal proceedings resolved in prior years.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds: None
Item 3 - Defaults Upon Senior Securities: None
Item 4 - Submission of Matters to a Vote of Security Holders: None
Item 5 - Other Information: None
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits: Exhibits 31.1, 31.2, 32.1 and 32.2 (Certifications)
b. Form 8-K - None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. The information furnished reflects all adjustments to the statement of the results for the interim period.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James G. Flanigan, certify that:
I have reviewed this quarterly report on Form 10-Q of Flanigan's Enterprises, Inc. for the period ended July 2, 2005;
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this quarterly report;
Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects of the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(c) and 15 (d)-15(f) for the registrant and have:
a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee or registrant's board of directors (or persons performing the equivalent function);
a) all significant deficiencies in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ James G. Flanigan
--------------------------------------------
Name: James G. Flanigan
Chief Executive Officer and President
Date: August 16, 2005
EXHIBIT 31.2
CERTIFICATION PURSUANT TO 18 U. S. C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey D Kastner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Flanigan's Enterprises, Inc. for the period ended July 2, 2005.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this quarterly report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects of the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(c) and 15 (d)-15(f) for the registrant and have:
a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee or registrant's board of directors ( or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ Jeffrey D. Kastner
----------------------------------------
Name: Jeffrey D. Kastner
Chief Financial Officer and Secretary
Date: August 16, 2005
1) This Quarterly Report on Form 10-Q of the Company, to which this certification is attached as an Exhibit, (the "Quarterly Report"), fully complies with the requirements of section 13 (a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in this Quarterly Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.