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 July 2, 2011
OR
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period
from to
Commission
File Number 1-6836
FLANIGAN'S ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
________Florida________ ____59-0877638____
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5059
N.E. 18th Avenue, Fort Lauderdale, Florida 33334
(Address
of principal executive offices) Zip
Code
(954) 377-1961
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes› Noo
Indicate
by check mark whether the registrant has submitted electronically and posted on
its Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (ß232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
Yes › Noo
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of ělarge
accelerated filerî, ěaccelerated filerî and ěsmaller reporting 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).
Yes No ›
On August 16, 2011, 1,861,097
shares of Common Stock, $0.10 par value per share, were outstanding.
FLANIGAN'S
ENTERPRISES, INC. AND SUBSIDIARIES
INDEX
TO FORM 10-Q
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
ITEM 4. CONTROLS AND PROCEDURES
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
As used in
this Quarterly Report on Form 10-Q, the terms ěwe,î ěus,î ěour,î the ěCompanyî
and ěFlaniganísî mean Flanigan's Enterprises, Inc. and its subsidiaries (unless
the context indicates a different meaning).
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
(in thousands, except per share amounts)
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Thirteen
Weeks Ended |
Thirty
Nine Weeks Ended |
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July
2, 2011 |
July
3, 2010 |
July
2, 2011 |
July
3, 2010 |
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REVENUES: |
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Restaurant food sales |
$11,712 |
$11,247 |
$34,795 |
$33,801 |
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Restaurant bar sales |
2,958 |
2,864 |
8,937 |
8,534 |
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Package store sales |
3,117 |
2,963 |
10,321 |
10,151 |
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Franchise related revenues |
233 |
220 |
736 |
756 |
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Ownerís fee |
39 |
42 |
123 |
125 |
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Other operating income |
61 |
38 |
160 |
109 |
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18,120 |
17,374 |
55,072 |
53,476 |
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COSTS AND EXPENSES: |
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Cost of merchandise sold: |
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Restaurant and lounges |
5,081 |
4,810 |
14,974 |
14,368 |
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Package goods |
2,093 |
1,929 |
6,821 |
6,774 |
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Payroll and related costs |
5,491 |
5,108 |
16,492 |
15,580 |
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Occupancy costs |
1,079 |
1,064 |
3,190 |
3,146 |
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Selling, general and administrative expenses |
3,554 |
3,429 |
10,898 |
10,468 |
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17,298 |
16,340 |
52,375 |
50,336 |
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Income from Operations |
822 |
1,034 |
2,697 |
3,140 |
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OTHER INCOME (EXPENSE): |
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Interest expense |
(160) |
(120) |
(457) |
(355) |
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Interest and other income
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31 |
22 |
335 |
69 |
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(129) |
(98) |
(122) |
(286) |
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Income before Provision for Income Taxes
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693 |
936 |
2,575 |
2,854 |
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Provision for Income Taxes |
(175) |
(214) |
(635) |
(610) |
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Net Income before income attributable to noncontrolling interests |
518 |
722 |
1,940 |
2,244 |
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Less:
Net income attributable to noncontrolling interests |
$ (173) |
$ (296) |
$ (510) |
$ (860) |
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Net
Income attributable to stockholders |
$ 345 |
$ 426 |
$ 1,430 |
$ 1,384 |
See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
(in thousands, except per share amounts)
(Continued)
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Thirteen
Weeks Ended |
Thirty
Nine Weeks Ended |
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July
2, 2011 |
July
3, 2010 |
July
2, 2011 |
July
3, 2010 |
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Net Income Per Common Share: |
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Basic and Diluted |
$0.19 |
$0.23 |
$0.77 |
$0.74 |
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Weighted Average Shares and
Equivalent Shares Outstanding |
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Basic and Diluted |
1,860,907 |
1,861,735 |
1,861,173 |
1,862,004 |
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See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
JULY 2, 2011 (UNAUDITED) AND OCTOBER 2,
2010
(in thousands)
ASSETS
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July
2, 2011 |
October
2, 2010 |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$4,770 |
$6,447 |
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Prepaid income taxes |
124 |
-- |
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Due from franchisees |
-- |
2 |
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Other receivables |
75 |
193 |
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Inventories |
2,307 |
1,985 |
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Prepaid expenses |
1,138 |
786 |
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Deferred tax asset |
343 |
341 |
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Total
Current Assets |
8,757 |
9,754 |
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Property and Equipment, Net |
26,442 |
23,995 |
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Investment in Limited Partnership |
141 |
140 |
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OTHER ASSETS: |
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Liquor licenses, net |
470 |
470 |
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Deferred tax asset |
819 |
879 |
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Leasehold purchases, net |
1,284 |
1,445 |
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Other |
1,066 |
631 |
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Total
Other Assets |
3,639 |
3,425 |
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Total
Assets |
$ 38,979 |
$ 37,314 |
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See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
JULY 2, 2011 (UNAUDITED) AND OCTOBER 2,
2010
(in thousands)
(Continued)
LIABILITIES AND STOCKHOLDERSí EQUITY
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July
2, 2011 |
October
2, 2010 |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
$4,594 |
$4,607 |
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Income taxes payable |
-- |
269 |
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Due to franchisees |
884 |
649 |
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Current portion of long term debt |
1,262 |
815 |
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Deferred revenues |
-- |
7 |
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Current
portion of deferred rent |
14 |
26 |
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Total
Current Liabilities |
6,754 |
6,373 |
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Long Term Debt, Net of Current Maturities |
7,882 |
7,238 |
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Deferred Rent, Net of Current Portion |
173 |
180 |
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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 |
16,698 |
15,456 |
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Treasury stock, at cost, 2,336,545
shares at July 2, 2011 and
2,335,727 shares at October 2, 2010 |
(6,055) |
(6,049) |
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Total Flaniganís Enterprises, Inc. stockholdersí equity
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17,303 |
16,067 |
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Noncontrolling interest |
6,867 |
7,456 |
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Total equity |
24,170 |
23,523 |
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Total liabilities and equity |
$ 38,979 |
$ 37,314 |
See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
FOR THE THIRTY-NINE WEEKS ENDED JULY 2,
2011 AND JULY 3, 2010
(in thousands)
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July
2, 2011 |
July
3, 2010 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$1,940 |
$2,244 |
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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 |
1,776 |
1,667 |
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Amortization of leasehold purchases |
161 |
162 |
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Loss on abandonment of property and equipment |
18 |
10 |
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Gain on sale of guaranteed leasehold interest |
(231) |
-- |
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Deferred income tax |
58 |
(25) |
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Deferred rent |
(19) |
(18) |
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Income from unconsolidated limited partnership |
(10) |
(12) |
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Recognition of deferred revenue |
(7) |
(10) |
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Changes in operating assets and liabilities: (increase) decrease in |
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Due
from franchisees |
2 |
-- |
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Other receivables
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110 |
(13) |
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Prepaid income taxes |
(124) |
332 |
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Inventories |
(322) |
(588) |
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Prepaid expenses |
729 |
353 |
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Other assets |
(456) |
38 |
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Increase (decrease) in: |
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Accounts payable and accrued expenses
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(13) |
841 |
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Income taxes payable |
(269) |
198 |
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Due
to franchisees |
235 |
461 |
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Net
cash and cash equivalents provided by operating activities: |
3,579 |
5,640 |
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CASH FLOWS FROM INVESTING
ACTIVITIES: |
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Collection on notes and mortgages
receivable |
8 |
14 |
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Purchase of property and equipment |
(4,043) |
(1,546) |
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Deposit on property and equipment |
(73) |
-- |
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Proceeds from the sale of fixed
assets |
18 |
9 |
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Proceeds from sale of guaranteed
leasehold interest |
231 |
-- |
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Distributions from unconsolidated
limited Partnerships |
9 |
9 |
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Purchase of limited partnership
interests |
-- |
(10) |
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Net
cash and cash equivalents used in investing activities: |
(3,850) |
(1,524) |
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,
2011 AND JULY 3, 2010
(in thousands)
(Continued)
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July
2, 2011 |
July
3, 2010 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Payment of long term debt |
(963) |
(750) |
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Proceeds from debt |
850 |
-- |
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Dividends paid |
(188) |
-- |
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Purchase of treasury stock |
(6) |
(6) |
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Distributions to limited partnership minority
partners |
(1,099) |
(895) |
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Net
cash and cash equivalents used in
financing activities: |
(1,406) |
(1,651) |
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Net Increase (Decrease) in Cash and Cash Equivalents |
(1,677) |
2,465 |
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Beginning of
Period |
6,447 |
4,580 |
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End of Period |
$ 4,770 |
$ 7,045 |
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Supplemental Disclosure for
Cash Flow Information: Cash paid during period for: |
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Interest |
$457 |
$355 |
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Income
taxes |
$971 |
$104 |
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Supplemental Disclosure of
Non-Cash Investing and
Financing Activities: |
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Financing of insurance contracts |
$1,082 |
$409 |
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Purchase deposits transferred to
property and equipment |
$28 |
$20 |
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Purchase of property
in exchange for debt |
$122 |
$850 |
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Purchase of assets of franchised
restaurant |
-- |
$262 |
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Purchase of vehicle in exchange for
debt |
-- |
$45 |
See
accompanying notes to unaudited condensed consolidated financial statements
FLANIGANíS ENTERPRISES, INC. AND
SUBSIDIARIES
JULY 2, 2011
(1) BASIS OF PRESENTATION:
The
accompanying condensed consolidated financial information for the periods ended
July 2, 2011 and July 3, 2010 are unaudited. Financial information as of October 2, 2010 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, 2010.
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 (FASB) Accounting Standards
Codification (ASC) Section 260 - ěEarnings
per Shareî (Topic 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 July 2, 2011
and July 3, 2010, no stock options were outstanding.
(3) RECLASSIFICATION:
Certain amounts in the
fiscal year 2010 financial statements have been reclassified to conform to the
fiscal year 2011 presentation. The
reclassifications had no effect on consolidated net income.
(4)
RECENT ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
Adopted
In June 2009, the FASB issued changes to the accounting for determining
whether an entity is a variable interest entity and modified 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 which became effective
for annual periods beginning after November 15, 2009, were adopted by us in the
first quarter of our fiscal year 2011 and did not have a material impact on our
consolidated financial statements.
Issued
In May 2011, the
FASB issued an update to Topic 820 – ěFair
Value Measurements and Disclosures of the Accounting Standards Codificationî.
This update provides guidance on how fair value accounting should be applied
where its use is already required or permitted by other standards and does not
extend the use of fair value accounting. The Company will adopt this guidance
effective in fiscal year 2013 as required and does not expect the adoption to
have a significant impact on our consolidated financial statements.
(5) INCOME
TAXES:
We account for our income taxes using FASB ASC Topic
740, ěIncome 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.
(6) EXTENSION OF MANAGEMENT AGREEMENT:
During the third quarter of
our fiscal year 2011, the term of our management agreement for ěThe Whaleís
Ribî, a casual dining restaurant located in Deerfield Beach, Florida, was
extended through January 9, 2036.
As a part of the consideration for the extension of the management
agreement, we agreed to eliminate our right to terminate the management
agreement upon thirty (30) days written notice, with or without cause, but
retained the right to terminate in the event our outstanding funded operating
losses exceeded $100,000 cumulatively, at any time during the term of the
management agreement.
(7) STOCK OPTION PLANS:
We
have one stock option plan under which qualified stock options may be granted
to our officers and other employees.
Under this plan, the exercise price for the qualified stock options must
be no less than 100% of the fair market value of the Companyís common stock on
the date the options are granted.
In general, options granted under our stock option plan expire after a
five (5) year period and generally vest no later than one (1) year from the
date of grant. As of July 2, 2011,
no options to acquire shares were outstanding. Under this plan, options to acquire an aggregate of 45,000
shares are available for grant.
There
was no stock option activity during the thirty nine weeks ended July 2, 2011,
nor was there stock option activity during the thirty nine weeks ended July 3,
2010.
(8) ACQUISITIONS:
Purchase
of Company Common Stock
During
the thirteen weeks ended July 2, 2011, we did not purchase any shares of our
common stock. During the thirteen
weeks ended July 3, 2010, we purchased 18 shares of our common stock for an
aggregate purchase price of $131. During
the thirty nine weeks ended July 2, 2011, we purchased 818 shares of our common
stock for an aggregate purchase price of $6,500. Of the stock purchased, we purchased 18 shares from an
unrelated shareholder in an off the market private transaction for an aggregate
purchase price of $152 and 800 shares from the Joseph G. Flanigan Charitable
Trust for an aggregate purchase price of $6,400 in an off the market private
transaction. During the thirty
nine weeks ended July 3, 2010, we purchased 1,018 shares of our common stock
for an aggregate purchase price of $6,000. Of the stock purchased, we purchased 18 shares in a private
transaction for an aggregate purchase price of $131 and 1,000 shares of our
common stock from the Joseph G. Flanigan Charitable Trust for an aggregate
purchase price of $6,000. All
repurchases of our common stock were consummated in connection with a
discretionary plan approved by the Board of Directors in May, 2007.
(9) 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 $437,000. 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. 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 ěslip 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. During the third 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.
Subsequent to the end of the third quarter of our fiscal year 2011, we
settled the suit with a payment of $2,500.
(10) SUBSEQUENT EVENTS:
Subsequent to the end of the third quarter of our
fiscal year 2011, we purchased the operating assets of the limited partnership
which owned and operated the ěFlaniganís Seafood Bar and Grillî restaurant
located in the former ěHoward Johnsonís Hotelî in Stuart, Florida. We paid the limited partnership
the sum of $300,000, plus we forgave all amounts owed to us by the limited
partnership, ($311,000 as of July 30, 2011), including amounts to be incurred
by the limited partnership in connection with the wind down of the limited
partnershipís business. On July
31, 2011, this restaurant began operating as a Company-owned unit.
Subsequent events have been evaluated
through the date these condensed consolidated financial statements were issued. No events, other than the event
disclosed above, required disclosure.
(11) BUSINESS
SEGMENTS:
We
operate principally in two reportable segments – package stores and
restaurants. The operation of
package stores consists of retail liquor sales and related items. Information concerning the revenues and
operating income for the thirteen weeks and thirty nine weeks ended July 2,
2011 and July 3, 2010, 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.
|
|
|
Thirteen Weeks Ending July 2, 2011 |
Thirteen Weeks Ending July 3,
2010 |
|
Operating Revenues: |
|
|
|
|
Restaurants |
|
$14,670 |
$14,111 |
|
Package stores |
|
3,117 |
2,963 |
|
Other revenues |
|
333 |
300 |
|
Total operating revenues |
|
$18,120 |
$17,374 |
|
|
|
|
|
|
Operating Income Reconciled to
Income Before Income Taxes and Net Income Attributable to Noncontrolling
Interests |
|
|
|
|
Restaurants |
|
$857 |
$1,212 |
|
Package stores |
|
226 |
269 |
|
|
|
1,083 |
1,481 |
|
Corporate expenses, net of other Revenues |
|
(261) |
(447) |
|
Operating income |
|
822 |
1,034 |
|
Other income (expense) |
|
(129) |
(98) |
|
Operating Income Reconciled to
Income Before Income Taxes and Net Income Attributable to Noncontrolling
Interests |
|
$693 |
$936 |
|
|
|
|
|
|
Depreciation and Amortization: |
|
|
|
|
Restaurants |
|
$481 |
$469 |
|
Package stores |
|
56 |
53 |
|
|
|
537 |
522 |
|
Corporate |
|
89 |
82 |
|
Total Depreciation and
Amortization |
|
$626 |
$604 |
|
|
|
|
|
|
Capital Expenditures: |
|
|
|
|
Restaurants |
|
$662 |
$338 |
|
Package stores |
|
82 |
77 |
|
|
|
744 |
415 |
|
Corporate |
|
152 |
87 |
|
Total Capital Expenditures |
|
$896 |
$502 |
|
|
|
|
|
|
|
|
Thirty Nine Weeks Ending July 2, 2011 |
Thirty Nine Weeks Ending July 3, 2010 |
|
Operating Revenues: |
|
|
|
|
Restaurants |
|
$43,732 |
$42,335 |
|
Package stores |
|
10,321 |
10,151 |
|
Other revenues |
|
1,019 |
990 |
|
Total operating revenues |
|
$55,072 |
$53,476 |
|
|
|
|
|
|
Operating Income Reconciled to
Income Before Income Taxes and Net Income Attributable to Noncontrolling
Interests |
|
|
|
|
Restaurants |
|
$3,222 |
$3,890 |
|
Package stores |
|
978 |
925 |
|
|
|
4,200 |
4,815 |
|
Corporate expenses, net of other Revenues |
|
(1,503) |
(1,675) |
|
Operating income |
|
2,697 |
3,140 |
|
Other income (expense) |
|
(122) |
(286) |
|
Income Before Income Taxes and
Net Income Attributable to Noncontrolling Interests |
|
$2,575 |
$2,854 |
|
|
|
|
|
|
Depreciation and Amortization: |
|
|
|
|
Restaurants |
|
$1,494 |
$1,421 |
|
Package stores |
|
171 |
160 |
|
|
|
1,665 |
1,581 |
|
Corporate |
|
272 |
248 |
|
Total Depreciation and
Amortization |
|
$1,937 |
$1,829 |
|
|
|
|
|
|
Capital Expenditures: |
|
|
|
|
Restaurants |
|
$3,291 |
$1,955 |
|
Package stores |
|
537 |
487 |
|
|
|
3,828 |
2,442 |
|
Corporate |
|
365 |
118 |
|
Total Capital Expenditures |
|
$4,193 |
$2,560 |
|
|
|
|
|
|
|
|
July 2, |
October 2, |
|
|
|
2011 |
2010 |
|
Identifiable Assets: |
|
|
|
|
Restaurants |
|
$22,723 |
$22,043 |
|
Package store |
|
4,223 |
3,678 |
|
|
|
26,946 |
25,721 |
|
Corporate |
|
12,033 |
11,593 |
|
Consolidated Totals |
|
$38,979 |
$37,314 |
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 Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.
Words such as ěanticipates, appears, expects, trends, intends, hopes,
plans, believes, seeks, estimates, may, will,î 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 ěManagementís Discussion and Analysis of Financial Condition and Results of
Operations,î in the Annual Report on Form 10-K for the Companyís fiscal year
ended October 2, 2010 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.
OVERVIEW
At July 2, 2011, we (i) operated 24 units, (excluding the adult
entertainment club referenced in (ii) below), consisting of restaurants,
package stores and combination restaurants/package stores that we either own or
have operational control over and partial ownership in; (ii) own but do not
operate one adult entertainment club; and (iii) franchise an additional five
units, consisting of one restaurant and four combination restaurants/package
stores, (one restaurant of which we operate). The table below provides information concerning the type
(i.e. restaurant, package store or combination restaurant/package liquor store)
and ownership of the units (i.e. whether (i) we own 100% of the unit; (ii) the
unit is owned by a limited partnership of which we are the sole general partner
and/or have invested in; or (iii) the unit is franchised by us), as of July 2,
2011 and as compared to July 3, 2010 and October 2, 2010. With the exception of ěThe Whaleís
Ribî, a restaurant we operate but do not own, all of the restaurants operate
under our service mark ěFlaniganís Seafood Bar and Grillî and all of the package
liquor stores operate under our service mark ěBig Daddyís Liquorsî.
|
Types of Units |
July 2,
2011 |
October
2, 2010 |
July 3,
2010 |
|
|
Company
Owned: Combination package and restaurant |
4 |
4 |
4 |
|
|
Restaurant only |
4 |
4 |
4 |
|
|
Package store only |
5 |
5 |
5 |
|
|
|
|
|
|
|
|
Company
Operated Restaurants Only: |
|
|
|
|
|
Limited Partnerships |
9(2) |
9 |
9 |
|
|
Franchise |
1 |
1 |
1 |
|
|
Unrelated Third Party |
1 |
1 |
1 |
|
|
|
|
|
|
|
|
Company
Owned Club: |
1 |
1 |
1 |
|
|
|
|
|
|
|
|
Total
Company Owned/Operated Units |
25 |
25 |
25 |
|
|
Franchised
Units |
5 |
5 |
5 |
(1) |
Notes:
(1) We operate a restaurant for one (1) franchisee. This unit is included in the table both
as a franchised restaurant, as well as a restaurant operated by us.
(2) As of
July 31, 2011, we purchased the assets of a restaurant owned by a limited
partnership and the restaurant became a Company owned unit.
Franchise Financial
Arrangement: In exchange for our providing
management and related services to our franchisees and granting them the right
to use our service marks ěFlaniganís Seafood Bar and Grillî and ěBig Daddyís
Liquorsî, our franchisees (four of which are franchised to members of the
family of our Chairman of the Board, officers and/or directors), are required
to (i) pay to us a royalty equal to 1% of gross package sales and 3% of gross
restaurant sales; and (ii) make advertising expenditures equal to between 1.5%
to 3% of all gross sales based upon our actual advertising costs allocated
between stores, pro-rata, based upon gross sales.
Limited Partnership Financial Arrangement: We manage and control the operations of all restaurants
owned by limited partnerships, except the Fort Lauderdale, Florida restaurant
which is owned and managed by a related franchisee. Accordingly, the results of operations of all limited
partnership owned restaurants, except the Fort Lauderdale, Florida restaurant
are consolidated into our operations for accounting purposes. The results of operations of the Fort
Lauderdale, Florida restaurant are accounted for by us utilizing the equity method. In general, until the investorsí cash
investment in a limited partnership (including any cash invested by us and our
affiliates) is returned in full, the limited partnership distributes to the
investors annually out of available cash from the operation of the restaurant
up to 25% of the cash invested in the limited partnership, with no management
fee paid to us. Any available cash
in excess of the 25% of the cash invested in the limited partnership
distributed to the investors annually, is paid one-half (‡) to us as a
management fee, with the balance distributed to the investors. Once the investors in the limited
partnership have received, in full, amounts equal to their cash invested, an
annual management fee is payable to us equal to one-half (‡) of available cash
to the limited partnership, with the other one half (‡) of available cash
distributed to the investors (including us and our affiliates). As of July 2, 2011, limited
partnerships owning three (3) restaurants, (Surfside, Florida, Kendall, Florida
and West Miami, Florida locations), have returned all cash invested and we
receive an annual management fee equal to one-half (‡) of the cash available
for distribution by the limited partnership. In addition to its receipt of distributable amounts from the
limited partnerships, we receive a fee equal to 3% of gross sales for use of
the service mark ěFlaniganís Seafood Bar and Grillî.
RESULTS OF OPERATIONS
|
|
-----------------------Thirteen
Weeks Ended----------------------- |
|||
|
|
July 2,
2011 |
July 3,
2010 |
||
|
|
Amount (In thousands) |
Percent |
Amount (In thousands) |
Percent |
|
Restaurant
food sales |
$
11,712 |
65.85 |
$
11,247 |
65.88 |
|
Restaurant
bar sales |
2,958 |
16.63 |
2,864 |
16.77 |
|
Package
store sales |
3,117 |
17.52 |
2,963 |
17.35 |
|
|
|
|
|
|
|
Total Sales |
$
17,787 |
100.00 |
$
17,074 |
100.00 |
|
|
|
|
|
|
|
Franchise
related revenues |
233 |
|
220 |
|
|
Ownerís
fee |
39 |
|
42 |
|
|
Other
operating income |
61 |
|
38 |
|
|
|
|
|
|
|
|
Total Revenue |
$ 18,120 |
|
$ 17,374 |
|
|
|
|
|
|
|
|
-----------------------Thirty-Nine
Weeks Ended----------------------- |
||||
|
|
July
2, 2011 |
July
3, 2010 |
||
|
|
Amount (In thousands) |
Percent |
Amount (In thousands) |
Percent |
|
Restaurant food sales |
$
34,795 |
64.37 |
$
33,801 |
64.40 |
|
Restaurant bar sales |
8,937 |
16.53 |
8,534 |
16.26 |
|
Package store sales |
10,321 |
19.10 |
10,151 |
19.34 |
|
|
|
|
|
|
|
Total Sales |
$
54,053 |
100.00 |
$
52,486 |
100.00 |
|
|
|
|
|
|
|
Franchise related revenues |
736 |
|
756 |
|
|
Ownerís fee |
123 |
|
125 |
|
|
Other operating income |
160 |
|
109 |
|
|
|
|
|
|
|
|
Total Revenue |
$ 55,072 |
|
$ 53,476 |
|
Comparison
of Thirteen Weeks Ended July 2, 2011 and July 3, 2010.
Revenues. Total revenue for the thirteen weeks
ended July 2, 2011 increased $746,000 or 4.29%
to $18,120,000 from $17,374,000 for the thirteen weeks ended July 3, 2010.
Restaurant
Food Sales. Restaurant revenue generated from the sale
of food at restaurants (food sales)
totaled $11,712,000 for the thirteen weeks ended July 2, 2011 as compared to $11,247,000
for the thirteen weeks ended July 3, 2010. Comparable weekly food sales (for restaurants open for all of
the third quarter of our fiscal years 2011 and 2010, which consists of eight
restaurants owned by us and nine restaurants owned by affiliated limited
partnerships) was $901,000 and $865,000 for the thirteen weeks ended July 2,
2011 and July 3, 2010, respectively, an increase of 4.16%. Comparable weekly food sales for
Company owned restaurants (open for all of the third quarter of our fiscal
years 2011 and 2010), was $375,000 and $358,000 for the third quarter of our
fiscal year 2011 and the third quarter of our fiscal year 2010, respectively, an
increase of 4.75%. Comparable
weekly food sales for affiliated limited partnership owned restaurants, (open
for all of the third quarter of our fiscal years 2011 and 2010), was $526,000
and $507,000 for the third quarter of our fiscal year 2011 and the third
quarter of our fiscal year 2010, respectively, an increase of 3.75%.
Restaurant Bar Sales. Restaurant revenue generated from the
sale of alcoholic beverages at restaurants (bar sales) totaled $2,958,000 for
the thirteen weeks ended July 2, 2011 as compared to $2,864,000 for the
thirteen weeks ended July 3, 2010.
Comparable weekly bar sales (for
restaurants open for all of the third quarter of our fiscal years 2011 and 2010,
which consists of eight restaurants owned by us and nine restaurants owned by
affiliated limited partnerships) was $228,000 for the thirteen weeks ended July
2, 2011 and $220,000 for the thirteen weeks ended July 3, 2010, an increase of 3.64%. Comparable weekly bar sales for Company
owned restaurants, (open for all
of the third quarter of our fiscal years 2011 and 2010), was $93,000 and $92,000
for the third quarter of our fiscal year 2011 and the third quarter of our
fiscal year 2010, respectively, an increase of 1.09%. Comparable weekly bar sales for affiliated limited
partnership owned restaurants,
(open for all of the third quarter of our fiscal years 2011 and 2010),
was $135,000 and $128,000 for the third quarter of our fiscal year 2011 and the
third quarter of our fiscal year 2010, respectively, an increase of 5.47%.
Package
Store Sales. Revenue generated from sales of liquor
and related items at package liquor stores (package store sales) totaled $3,117,000
for the thirteen weeks ended July 2, 2011 as compared to $2,963,000 for the
thirteen weeks ended July 3, 2010, an increase of $154,000. The weekly average of same store
package store sales, (which includes all nine (9) Company owned package liquor
stores open for all of the third quarter of our fiscal years 2011 and 2010),
was $240,000 for the thirteen weeks ended July 2, 2011 as compared to $228,000
for the thirteen weeks ended July 3, 2010, an increase of 5.26%. Package
store sales are expected to remain stable throughout the balance of our fiscal
year 2011.
Operating Costs and Expenses. Operating costs and expenses, (consisting of cost of
merchandise sold, payroll and related costs, occupancy costs and selling,
general and administrative expenses), for the thirteen weeks ended July 2, 2011
increased $958,000
or 5.86% to $17,298,000 from $16,340,000 for the thirteen weeks ended July 3,
2010. The increase
was primarily due to a general increase in food costs, offset by a decrease in
repairs and maintenance to our units and actions taken by management to reduce
and/or control costs and expenses. We anticipate that our operating costs and expenses will continue to
increase through our fiscal year 2011 due primarily to an expected general
increase in food costs, including an increase in the cost of ribs. Operating costs and expenses increased as a
percentage of total sales to approximately 95.46% in the third quarter of our
fiscal year 2011 from 94.05% in the third quarter of our fiscal year 2010.
Gross Profit. Gross profit is
calculated by subtracting the cost of merchandise sold from sales.
Restaurant
Food and Bar Sales. Gross profit for food sales and bar sales for the thirteen
weeks ended July 2, 2011 increased to $9,589,000 from $9,301,000 for the
thirteen weeks ended July 3, 2010.
Our gross profit margin for food sales and bar sales (calculated as
gross profit reflected as a percentage of restaurant food sales and bar sales),
was 65.36% for the thirteen weeks ended July 2, 2011 and 65.91% for the
thirteen weeks ended July 3, 2010.
We
anticipate that our gross profit for restaurant food and bar sales will
decrease during the balance of our fiscal year 2011 due to higher food costs,
including our cost of ribs.
Package
Store Sales. Gross profit for package store sales
for the thirteen weeks ended July 2, 2011 decreased to $1,024,000 from $1,034,000
for the thirteen weeks ended July 3, 2010. Our gross profit margin, (calculated as gross profit
reflected as a percentage of package store sales), for package store sales was 32.85%
for the thirteen weeks ended July 2, 2011 and 34.90% for the thirteen weeks
ended July 3, 2010. The decrease
in our gross profit margin, (-2.05%), was primarily due to our inability
to purchase ěclose outî and inventory reduction merchandise from wholesalers. We
anticipate that the gross profit margin for package store sales will decrease
throughout the balance of our fiscal year 2011 due to our inability to continue
purchasing ěclose outî and inventory reduction merchandise from
wholesalers.
Payroll and Related
Costs. Payroll and related costs for the thirteen weeks
ended July 2, 2011 increased $383,000 or 7.50% to $5,491,000 from $5,108,000
for the thirteen weeks ended July 3, 2010 due primarily to increases in payroll
taxes, including unemployment tax, and increases in employee and manager
training costs associated with our expanded training programs. Payroll and related costs as a percentage of
total sales was 30.30% in the third quarter of our fiscal year 2011 and 29.40%
of total sales in the third quarter of our fiscal year 2010.
Occupancy Costs. Occupancy costs
(consisting of rent, common area maintenance, repairs, real property taxes and
amortization of leasehold purchases) for the thirteen
weeks ended July 2, 2011 increased $15,000 or 1.41% to $1,079,000 from $1,064,000
for the thirteen weeks ended July 3, 2010. Our occupancy costs increased primarily
due to rental increases in existing leases, offset by the elimination of rent
paid for our restaurant located at 2600 West Davie Boulevard, Fort Lauderdale,
Florida (Store #22), the real property and building of which we purchased
during the fourth quarter of our fiscal year 2010, and our combination
restaurant and package liquor store located at 13205 Biscayne Boulevard, North
Miami, Florida (Store #20), the real property and building of which we
purchased during the first quarter of our fiscal year 2011. We anticipate that our occupancy costs
will remain stable throughout the balance of our fiscal year 2011, primarily
due to the elimination of rent paid for our restaurant located at 2600 West
Davie Boulevard, Fort Lauderdale, Florida (Store #22) and our combination
restaurant and package liquor store located at 13205 Biscayne Boulevard, North
Miami, Florida (Store #20).
Selling, General and
Administrative Expenses. Selling, general and administrative expenses
(consisting of general corporate expenses, including but not limited to
advertising, insurance, professional costs, clerical and administrative
overhead) for the thirteen weeks ended July 2, 2011 increased
$125,000 or 3.65% to $3,554,000 from $3,429,000 for the thirteen weeks ended July
3, 2010. Selling, general and
administrative expenses decreased as a percentage of total sales in the third
quarter of our fiscal year 2011 to approximately 19.61% as compared to 19.74%
in the third quarter of our fiscal year 2010. We anticipate that our selling, general and administrative
expenses will increase throughout the balance of our fiscal year 2011 across
all categories.
Depreciation
and Amortization. Depreciation and amortization
expense for the thirteen weeks ended July 2, 2011 and July 3, 2010 was $626,000
and $604,000 respectively. As a
percentage of revenue, depreciation and amortization expense was 3.45% of
revenue in the thirteen weeks ended July 2, 2011 and 3.48% of revenue in the
thirteen weeks ended July 3, 2010.
Interest Expense, Net. Interest expense, net, for the thirteen weeks ended July 2,
2011 increased $40,000 to $160,000 from $120,000 for the thirteen weeks ended
July 3, 2010. Interest
expense increased during the thirteen weeks ended July 2, 2011 primarily due to
the interest paid on the mortgages associated with the purchase of our restaurant
located at 2600 West Davie Boulevard, Fort Lauderdale, Florida (Store #22), and
our combination restaurant and package liquor store located at 13205 Biscayne
Boulevard, North Miami, Florida (Store #20), which mortgages did not exist
during the thirteen weeks ended July 3, 2010.
Net Income. Net income for the thirteen weeks ended
July 2, 2011 decreased $81,000 or 19.01% to $345,000 from $426,000 for the
thirteen weeks ended July 3, 2010.
As a percentage of sales, net income for the third quarter of our fiscal
year 2011 is 1.90%, as compared to 2.45% in the third quarter of our fiscal
year 2010.
Comparison of Thirty-Nine Weeks Ended July 2, 2011 and
July 3, 2010.
Revenues. Total revenue for the thirty nine weeks
ended July 2, 2011 increased $1,596,000 or 2.98%
to $55,072,000 from $53,476,000 for the thirty nine weeks ended July 3, 2010.
Restaurant
Food Sales. Restaurant revenue generated from the sale
of food at restaurants (food sales)
totaled $34,795,000 for the thirty nine weeks ended July 2, 2011 as compared to
$33,801,000 for the thirty nine weeks ended July 3, 2010. Comparable weekly food sales (for restaurants open
for all of the thirty nine weeks of our fiscal years 2011 and 2010, which
consists of seven restaurants owned by us and nine restaurants owned by
affiliated limited partnerships) was $852,000
and $823,000 for the thirty nine weeks ended July 2, 2011 and July 3, 2010,
respectively, an increase of 3.52%.
Comparable
weekly food sales for Company owned restaurants (open for all of the thirty nine weeks of our fiscal years 2011 and 2010), was $333,000 and $318,000
for the thirty nine weeks ended July 2, 2011 and July 3, 2010, respectively, an
increase of 4.72%. Comparable
weekly food sales for affiliated limited partnership owned restaurants (for
restaurants open for all of the thirty nine weeks of our fiscal years 2011 and
2010), was $519,000 and $505,000 for the thirty nine weeks ended July 2, 2011
and July 3, 2010, respectively, an increase of 2.77%.
Restaurant
Bar Sales. Restaurant revenue generated from the
sale of alcoholic beverages at restaurants (bar sales) totaled $8,937,000 for
the thirty nine weeks ended July 2, 2011 as compared to $8,534,000 for the thirty
nine weeks ended July 3, 2010. Comparable weekly bar sales (for restaurants open for
all of the thirty nine weeks of our fiscal years 2011 and 2010, which consists
of seven restaurants owned by us and nine restaurants owned by affiliated
limited partnerships) was $214,000 for the thirty nine weeks ended July 2, 2011
and $205,000 for the thirty nine weeks ended July 3, 2010, an increase of 4.39%. Comparable weekly bar sales for Company
owned restaurants (open for all of the thirty nine weeks of our fiscal years
2011 and 2010,) was $80,000 and $79,000 for the thirty nine weeks ended July 2,
2011 and July 3, 2010, respectively, an increase of 1.27%. Comparable weekly bar sales for
affiliated limited partnership owned restaurants (open for all of the thirty
nine weeks of our fiscal years 2011 and 2010) was $134,000 and $126,000 for the
thirty nine weeks ended July 2, 2011 and July 3, 2010, respectively, an
increase of 6.35%. Restaurant bar sales increased during the
thirty nine weeks ended July 2, 2011 primarily due to our half price drink promotion from 9:00 p.m. to closing, which
promotion was in effect during the entire thirty nine weeks ended July 2, 2011,
but only instituted for part of the thirty nine weeks ended July 3, 2010.
Package
Store Sales. Revenue generated from sales of liquor
and related items at package stores (package store sales) totaled $10,321,000
for the thirty nine weeks ended July 2, 2011 as compared to $10,151,000 for the
thirty nine weeks ended July 3, 2010, an increase of $170,000. The weekly average of same store
package store sales, (which includes all nine (9) Company owned package liquor
stores open for all of the thirty nine weeks of our fiscal years 2011 and 2010)
was $265,000 and $260,000 for the thirty nine weeks ended July 2, 2011 and July
3, 2010, respectively, an increase of 1.92%. Package liquor store sales are expected to remain stable
throughout the balance of our fiscal year 2011.
Operating Costs and Expenses. Operating costs and expenses, (consisting of cost of
merchandise sold, payroll and related costs, occupancy costs and selling,
general and administrative expenses), for the thirty nine weeks ended July 2,
2011 increased $2,039,000
or 4.05% to $52,375,000 from $50,336,000 for the thirty nine weeks ended July 3,
2010. The increase was primarily due to a general
increase in food costs, offset by a decrease in repairs and maintenance to our
units and actions taken by management to reduce and/or control costs and
expenses. We anticipate that our
operating costs and expenses will continue to increase through our fiscal year
2011 due primarily to an expected general increase in food costs, including an
increase in the cost of ribs. Operating costs and
expenses increased as a percentage of total sales to approximately 95.10% for
the thirty nine weeks ended July 2, 2011 from 94.13% for the thirty nine weeks
ended July 3, 2010.
Gross Profit. Gross profit is
calculated by subtracting the cost of merchandise sold from sales.
Restaurant
Food and Bar Sales. Gross profit
for food and bar sales for the thirty nine weeks ended July 2, 2011 increased
to $28,758,000 from $27,964,000 for the thirty nine weeks ended July 3, 2010. Our gross profit margin for food sales
and bar sales (calculated as gross profit reflected as a percentage of food
sales and bar sales), was 65.76% for the thirty nine weeks ended July 2, 2011
and 66.06% for the thirty nine weeks ended July 3, 2010. We anticipate that our gross profit for restaurant
food and bar sales will decrease during the balance of our fiscal year 2011 due
to higher food costs, including our cost of ribs.
Package
Store Sales. Gross profit for package store sales
for the thirty nine weeks ended July 2, 2011 increased to $3,500,000 from $3,377,000
for the thirty nine weeks ended July 3, 2010. Our gross profit margin, (calculated as gross profit
reflected as a percentage of package store sales), was 33.91% for the thirty
nine weeks ended July 2, 2011 compared to 33.27% for the thirty nine weeks
ended July 3, 2010. The increase
in our gross profit margin, (0.64%), was primarily due to the purchase of "close out" and inventory reduction
merchandise from wholesalers. We
anticipate the gross profit margin for package store sales to decrease
throughout the balance of our fiscal year 2011 due to our inability to continue
purchasing ěclose outî and inventory reduction merchandise from wholesalers.
Payroll and Related
Costs. Payroll and related costs for the thirty nine
weeks ended July 2, 2011 increased $912,000 or 5.85% to $16,492,000 from $15,580,000
for the thirty nine weeks ended July 3, 2010, due primarily to increases in
payroll taxes, including unemployment tax. Payroll and related costs as a percentage of total sales was 29.95%
for the thirty nine weeks ended July 2, 2011 and 29.13% of total sales for the
thirty nine weeks ended July 3, 2010.
Occupancy Costs. Occupancy costs
(consisting of rent, common area maintenance, repairs, real property taxes and
amortization of leasehold purchases) for the thirty
nine weeks ended July 2, 2011 increased $44,000 or 1.40% to $3,190,000
from $3,146,000 for the thirty nine weeks ended July 3, 2010. Our occupancy costs increased primarily due to rental increases in existing leases, offset by
the elimination of rent paid for our restaurant located at 2600 West Davie
Boulevard, Fort Lauderdale, Florida (Store #22), the real property and building
of which we purchased during the fourth quarter of our fiscal year 2010, and
our combination restaurant and package liquor store located at 13205 Biscayne
Boulevard, North Miami, Florida (Store #20), the real property and building of
which we purchased during the first quarter of our fiscal year 2011. We anticipate that our occupancy costs
will remain stable throughout the balance of our fiscal year 2011, primarily
due to the elimination of rent paid for our restaurant located at 2600 West
Davie Boulevard, Fort Lauderdale, Florida (Store #22) and our combination
restaurant and package liquor store located at 13205 Biscayne Boulevard, North
Miami, Florida (Store #20).
Selling,
General and Administrative Expenses. Selling, general and administrative expenses
(consisting of general corporate expenses, including but not limited to
advertising, insurance, professional costs, clerical and administrative
overhead) for the thirty nine weeks ended July 2, 2011
increased $430,000 or 4.11% to $10,898,000 from $10,468,000 for the
thirty nine weeks ended July 3, 2010.
Selling, general and administrative expenses increased as a percentage
of total sales for the thirty nine weeks ended July 2, 2011 to 19.79% as
compared to 19.58% for the thirty nine weeks ended July 3, 2010. We anticipate
that our selling, general and administrative expenses will increase throughout
the balance of our fiscal year 2011 across all categories.
Depreciation
and Amortization. Depreciation and
amortization expense for the thirty nine weeks ended July 2, 2011 and July 3,
2010 was $1,937,000 and $1,829,000 respectively. As a percentage of revenue, depreciation and amortization
expense was 3.52% of revenue in the thirty nine weeks ended July 2, 2011 and 3.42%
of revenue in the thirty nine weeks ended July 3, 2010.
Interest Expense, Net. Interest expense, net, for the thirty nine weeks ended July
2, 2011 increased $102,000 to $457,000 from $355,000 for the thirty nine weeks
ended July 3, 2010. Interest
expense increased during the thirty nine weeks ended July 2, 2011 primarily due
to the interest paid on the mortgages associated with the purchase of our restaurant
located at 2600 West Davie Boulevard, Fort Lauderdale, Florida (Store #22), and
our combination restaurant and package liquor store located at 13205 Biscayne
Boulevard, North Miami, Florida (Store #20), which mortgages did not exist
during the thirty nine weeks ended July 3, 2010.
Net Income. Net income for the thirty nine weeks ended
July 2, 2011 increased $46,000 or 3.32% to $1,430,000 from $1,384,000 for
the thirty nine weeks ended July 3, 2010.
As a percentage of sales, net income for the thirty nine weeks ended
July 2, 2011 is 2.60%, as compared to 2.59% for the thirty nine weeks ended July
3, 2010. During the thirty nine
weeks ended July 2, 2011, we recognized income of $231,000, offset by income
tax of $69,000, from the sale of our interest, as guarantor, of a nine (9) year
leasehold interest. Without giving
effect to the above non-recurring item, our net income for the thirty nine
weeks ended July 2, 2011 would have decreased $116,000 or 8.38% to $1,268,000.
New Limited Partnership Restaurants
During
the thirty nine weeks ended July 2, 2011 and the thirty nine weeks ended July
3, 2010, we did not have a new restaurant location in the development stage and
did not recognize any pre-opening costs.
While we currently have no new restaurants under development, if we are
to open new restaurants, our income from operations
will be adversely affected due to our obligation to fund pre-opening costs,
including but not limited to pre-opening rent for the new locations. We believe that our current cash on hand, together
with our expected cash generated from operations will be sufficient to fund our
operations and capital expenditures for at least the next twelve months.
Trends
During
the next twelve months, we expect same store food sales to decline due
primarily to increased
competition. We expect package store sales to remain stable, although we expect the gross profit margin for package store
sales to decrease due to our inability to purchase ěclose outî and inventory
reduction merchandise from wholesalers.
We expect higher food costs and
higher overall expenses to adversely affect our net income. In December 2007, we raised menu prices
to offset the higher food costs and overall expenses. During the first and fourth quarters of our fiscal year
2010, we raised certain of our alcoholic drink prices. We have avoided menu price increases as
long as possible, but are currently evaluating menu price increases to offset
the higher food costs and overall expenses. We will maintain our high quality of food and service,
without reducing our food portions.
We have limited our advertising, but plan to attract and retain our
customers by offering discount coupons and promotional gift cards, but are
monitoring the impact of such discounts on our gross profit.
Although we have no new restaurant in development, we continue to
search for new locations to open restaurants and thereby expand our business,
but we are now looking for locations that will not require an extensive and
costly renovation. Any new
locations will likely be opened using our limited partnership ownership model.
We are not actively searching for locations for the operation of
new package liquor stores, but if an appropriate location for a package liquor
store becomes available, we will consider it.
Liquidity and Capital Resources
We
fund our operations through cash from operations. As of July 2, 2011, we had cash of approximately $4,770,000,
a decrease of $1,677,000 from our cash balance of $6,447,000 as of October 2,
2010. The decrease in cash as of July
2, 2011 was primarily due to our expending approximately $1,750,000 for the
cash portion of the purchase price required to close on the purchase of the real property and building where our combination
restaurant and package liquor store located at 13205 Biscayne Boulevard, North
Miami, Florida, (Store #20) operates, offset by $850,000 we borrowed from a
related third party at the end of the first quarter, which loan is secured by a
mortgage on the real property and building. Management
believes that the Companyís current cash availability from its cash on hand and
the expected cash from operations will be sufficient to fund operations and
capital expenditures for at least the next twelve months.
Cash Flows
The following table is a summary of our cash flows for
the thirty-nine weeks of fiscal years 2011 and 2010.
|
|
---------Thirty-Nine
Weeks Ended-------- |
|
|
|
July
2, 2011 |
July
3, 2010 |
|
|
(in Thousands) |
|
|
|
|
|
|
Net cash provided by operating activities |
$
3,579 |
$
5,640 |
|
Net cash used in investing activities |
(3,850) |
(1,524) |
|
Net cash used in financing activities |
(1,406) |
(1,651) |
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
(1,677) |
2,465 |
|
|
|
|
|
Cash and Cash Equivalents, Beginning |
6,447 |
4,580 |
|
|
|
|
|
Cash
and Cash Equivalents, Ending |
$ 4,770 |
$ 7,045 |
We did not declare or pay a cash dividend
on our capital stock in our fiscal year 2010. On December 22, 2010, our Board declared a cash dividend of
10 cents per share, ($188,000), which was paid on January 18, 2011 to
shareholders of record on January 7, 2011. Any future determination to pay cash
dividends will be at our Boardís discretion and will depend upon our financial
condition, operating results, capital requirements and such other factors as
our Board deems relevant.
Capital Expenditures
In addition to using
cash for our operating expenses, we use cash to fund the development and
construction of new restaurants and to fund capitalized property improvements
for our existing restaurants. We
acquired property and equipment of $4,193,000, (including $122,000 of which was
financed and $28,000 of deposits recorded in other assets as of October 2,
2010), during the thirty nine weeks ended July 2, 2011, and including $1,218,000
for renovations to one (1) existing Company owned restaurant. During the thirty nine weeks ended July
3, 2010, we acquired property and equipment of $2,560,000, (including $850,000
of which was financed, $99,000 of which was the non-cash purchase of the assets
of the franchised restaurant and $20,000 of deposits recorded in other assets
as of October 3, 2009), and including $690,000 for renovations to two (2)
existing Company owned restaurants.
All of our owned units
require periodic refurbishing in order to remain competitive. We anticipate the
cost of this refurbishment in our fiscal year 2011 to be approximately
$1,300,000, of which $1,218,000 has been spent through July 2, 2011.
Subsequent to the end of the third quarter
of our fiscal year 2011, we purchased the
operating assets of the limited partnership which owned and operated the
ěFlaniganís Seafood Bar and Grillî restaurant located in the former ěHoward
Johnsonís Hotelî in Stuart, Florida.
We paid $300,000 for the operating assets, all cash at closing, plus we forgave
all amounts owed to us by the limited partnership, ($311,000 as of July 30,
2011), including additional amounts to be incurred in connection with the wind
down of the limited partnershipís business. As of July 31,
2011, this restaurant became a Company owned unit.
Long Term
Debt
As of July 2, 2011, we had
long term debt of $9,144,000, as compared to $7,354,000, (including our line of
credit), as of July 3, 2010, and $8,053,000 as of October 2, 2010.
Purchase
Commitments
In order to fix the cost and ensure
adequate supply of baby back ribs for our restaurants, on November 30, 2010, we
entered into a purchase agreement with a new rib supplier, whereby we agreed to
purchase approximately $3,100,000 of baby back ribs during calendar year 2011
from this vendor at a fixed cost.
While we anticipate purchasing all of our rib supply from this vendor,
we believe there are several other alternative vendors available, if needed.
Working
Capital
The table below
summarizes the current assets, current liabilities, and working capital for our
fiscal quarters ended July 2, 2011, July 3, 2010 and our fiscal year ended
October 2, 2010.
|
Item |
July 2,
2011 |
July
3, 2010 |
Oct. 2,
2010 |
|
|
(in thousands) |
||
|
|
|
|
|
|
Current
Assets |
$
8,757 |
$
11,074 |
$
9,754 |
|
Current
Liabilities |
6,754 |
6,647 |
6,373 |
|
Working
Capital |
$
2,003 |
$
4,427 |
$
3,381 |
Our
working capital as of July 2, 2011 decreased by 54.75% from the working capital
for the fiscal quarter ending July 3, 2010 and decreased by 40.76% from the
working capital for the fiscal year ending October 2, 2010. Our working capital decreased during
our fiscal quarter ended July 2, 2011 from our working capital for our fiscal
year ended October 2, 2010 due to our (i) use of approximately $900,000 in
connection with our acquisition of the
real property and building where our combination restaurant and package liquor
store located at 13205 Biscayne Boulevard, North Miami, Florida, (Store #20)
operates, (ii) use of approximately $1,218,000
for renovations to the existing Company owned restaurant located at 45 South
Federal Highway, Boca Raton, Florida and (iii)
payment on January 18, 2011 of the dividend ($188,000) declared by our Board of
Directors on December 22, 2010.
While there can be no assurance due to, among other things,
unanticipated expenses or unanticipated decline in revenues, or both, we
believe that positive cash flow from operations will adequately fund
operations, debt reductions and planned capital expenditures throughout the
balance of our fiscal year 2011.
Off-Balance
Sheet Arrangements
The
Company does not have off-balance sheet arrangements.
Inflation
The primary inflationary factors affecting our
operations are food, beverage and labor costs. A large number of restaurant personnel are paid at rates
based upon applicable minimum wage and increases in minimum wage directly
affect labor costs. To date,
inflation has not had a material impact on our operating results, but this
circumstance may change in the future if food and fuel costs continue to rise.
We
do not ordinarily hold market risk sensitive instruments for trading purposes
and as of July 2, 2011 held no equity securities.
Interest Rate Risk
As part of our ongoing operations, we are
exposed to interest rate fluctuations on our borrowings. As more fully
described in Note 9 ěFair Value Measurements of Financial Instrumentsî to the
Consolidated Financial Statements included in ěItem 8. Financial Statements and Supplementary
Dataî of our Annual Report on Form 10-K for our fiscal year ended October 2,
2010, we use interest rate swap agreements to manage these risks. These instruments are not used for
speculative purposes but are used to modify variable rate obligations into
fixed rate obligations.
At July 2, 2011, we had two variable rate
debt instruments outstanding that are impacted by changes in interest rates. As a means of managing our interest
rate risk on these debt instruments, we entered into interest rate swap
agreements with third party financial institutions to convert certain variable
rate debt obligations to fixed rates. We are currently party to the following
two (2) interest rate swap agreements:
(i) One interest rate swap agreement
entered into in July 2010 relates to a secured term loan in the original
principal amount of $1,586,000, (the ěTerm Loan Swapî), which converts the
LIBOR based variable rate interest to a fixed rate. The Term Loan Swap requires us to pay interest for a three
year period at a fixed rate of 4.55% on an initial amortizing notional
principal amount of $1,586,000, while receiving interest for the same period at
the British Bankers Association LIBOR (ěLIBORî), Daily Floating Rate, plus
3.25%, on the same amortizing notional principal amount. Under this method of
accounting, at July 2, 2011, we determined the fair value of the Term Loan Swap
to be a liability of approximately ($10,000) based upon unadjusted quoted prices in active markets for similar assets or
liabilities provided by our unrelated third party lender. The fair
value of the Term Loan Swap at July 2, 2011 was not significant; and
(ii) The second interest rate swap agreement entered
into in July 2010 relates to a first mortgage loan encumbering our corporate
offices, (the ěMortgage Loan Swapî). The Mortgage Loan Swap requires us to pay interest for a
seven year period at a fixed rate of 5.11% on an initial amortizing notional
principal amount of $935,000, while receiving interest for the same period at
LIBOR, Daily Floating Rate, plus 2.25%, on the same amortizing notional
principal amount. Under this method of accounting, at July 2, 2011, we
determined the fair value of the Mortgage Loan Swap to be a liability of
approximately ($27,000) based upon unadjusted quoted prices in active
markets for similar assets or liabilities provided by our unrelated third party
lender. The fair value of the Mortgage Loan Swap, at July 2, 2011 was not
significant.
At July 2, 2011, our cash resources earn
interest at variable rates. Accordingly, our return on these funds is affected
by fluctuations in interest rates.
There is no assurance that interest rates
will increase or decrease over our next fiscal year or that an increase will
not have a material adverse effect on our operations.
Evaluation of Disclosure
Controls and Procedures
Based on evaluations as of the end of the
period covered by this report, our Chief Executive Officer and Chief Financial
Officer, with the participation of our management team, have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) to the Securities Exchange Act of 1934, as amended (the ěExchange
Actî)) were effective.
Limitations
on the Effectiveness of Controls and Permitted Omission from Managementís
Assessment
Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. All internal control systems, no matter
how well designed, have inherent limitations, including the possibility of
human error and the circumvention or overriding of controls. Accordingly, even effective internal
controls can only provide reasonable assurance with respect to financial
statement preparation. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.
Changes
in Internal Control Over Financial Reporting
During the period covered by this report,
we have not made any change to our internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
See ěLitigationî on page 10 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, 2010 for a discussion of other legal proceedings resolved in prior
years.
Purchase of Company Common Stock
During
the thirteen weeks ended July 2, 2011, we did not purchase any shares of our
common stock. During the thirteen weeks ended July 3, 2010, we purchased 18
shares of our common stock for an aggregate purchase price of $131 in an off
market transaction, which reflected an actual per share purchase price which
was equal to the average per share market price on the date of purchase. All repurchases of our
common stock were consummated in connection with a discretionary plan to
repurchase our common stock approved by the Board of Directors in May, 2007.
The following exhibits are filed with this Report:
Exhibit Description
31.1 Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FLANIGAN'S ENTERPRISES, INC.
Date: August 16, 2011 /s/
James G. Flanigan
JAMES
G. FLANIGAN, Chief Executive Officer and President
/s/ Jeffrey D. Kastner
JEFFREY D. KASTNER, Chief Financial Officer and
Secretary
(Principal Financial and Accounting Officer)
EXHIBIT 31.1
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, James G. Flanigan, certify that:
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting that
are reasonably likely to adversely affect the registrantís 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 registrantís
internal control over financial reporting.
Date: August 16, 2011 /s/
James G. Flanigan____________________________
James
G. Flanigan, Chief Executive Officer and President
EXHIBIT 31.2
CERTIFICATIONS 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 Flaniganís Enterprises, Inc. for the
period ended July 2, 2011;
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 condensed 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;
4.
The registrantís
other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-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.
Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles;
c.
Evaluated the
effectiveness of the registrantís 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
d.
Disclosed in this
quarterly report any change in the registrantís internal control over financial
reporting that occurred during the registrantís most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrantís internal control over financial reporting; and
5.
The registrantís
other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrantís
auditors and the audit committee or registrantís board of directors or persons
performing the equivalent function:
a.
All significant
deficiencies and material weaknesses in the design or operation of internal control
over financial reporting that are reasonably likely to adversely affect the
registrantís 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 registrantís internal control over financial reporting.
Date: August 16, 2011 /s/
Jeffrey D. Kastner____________________________
Jeffrey D. Kastner, Chief Financial Officer and
Secretary
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Flaniganís
Enterprises, Inc., (the ěCompanyî) on Form 10-Q for the period ended July 2,
2011, as filed with the Securities and Exchange Commission of the date hereof
(the ěQuarterly Reportî), I, James G. Flanigan, Chief Executive
Officer and President of the Company, certify, pursuant to 18 U.S.C. SS.1350,
as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) This Quarterly Report on Form 10-Q of the Company, to
which this certification is attached as a Exhibit, fully complies with the
requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) This information contained in this Quarterly Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: August 16, 2011 /s/
James G. Flanigan
James
G. Flanigan, Chief Executive Officer and President
The foregoing
certificate is provided solely for the purpose of complying with
Section 906 of the Sarbanes-Oxley Act of 2002 and for no other purpose
whatsoever. Notwithstanding anything to the contrary set forth herein or in any
of the Companyís previous filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might incorporate the
Companyís future filings, including this quarterly report on Form 10-Q, in
whole or in part, this certificate shall not be incorporated by reference into
any such filings. A signed original of this written statement required by
Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff
upon request
EXHIBIT 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Flaniganís
Enterprises, Inc., (the ěCompanyî) on Form 10-Q for the period ended July 2,
2011, as filed with the Securities and Exchange Commission of the date hereof
(the ěQuarterly Reportî), I, Jeffrey D. Kastner, Chief Financial
Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. SS.1350,
as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(3) This Quarterly Report on Form 10-Q of the Company, to
which this certification is attached as a Exhibit, fully complies with the
requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934;
and
(4) This information contained in this Quarterly Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: August 16, 2011 /s/
Jeffrey D. Kastner
Jeffrey
D. Kastner, Chief Financial Officer and
Secretary
The foregoing
certificate is provided solely for the purpose of complying with
Section 906 of the Sarbanes-Oxley Act of 2002 and for no other purpose
whatsoever. Notwithstanding anything to the contrary set forth herein or in any
of the Companyís previous filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might incorporate the
Companyís future filings, including this quarterly report on Form 10-Q, in whole
or in part, this certificate shall not be incorporated by reference into any
such filings. A signed original of this written statement required by
Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff
upon request