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 January 1,
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. Yesý Noo
Indicate
by check mark whether the registrant has submitted electronically and posted on
its Corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Yes o Noo
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of ³large
accelerated filer², ³accelerated filer² and ³smaller reporting company² 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 ý |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes No ý
On February 15, 2011, 1,861,115
shares of Common Stock, $0.10 par value per share, were outstanding.
FLANIGAN'S
ENTERPRISES, INC. AND SUBSIDIARIES
INDEX
TO FORM 10-Q
PART I. FINANCIAL INFORMATION
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 ³we,² ³us,² ³our,² the ³Company²
and ³Flaniganıs² 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-------- |
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January
1, 2011 |
January
2, 2010 |
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REVENUES: |
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Restaurant food sales |
$10,914 |
$10,604 |
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Restaurant bar sales |
2,846 |
2,609 |
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Package store sales |
3,699 |
3,593 |
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Franchise related revenues |
259 |
281 |
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Ownerıs fee |
42 |
53 |
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Other operating income |
28 |
24 |
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17,788 |
17,164 |
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COSTS AND EXPENSES: |
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Cost of merchandise sold: |
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Restaurant and lounges |
4,726 |
4,524 |
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Package goods |
2,436 |
2,453 |
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Payroll and related costs |
5,270 |
4,919 |
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Occupancy costs |
1,031 |
1,061 |
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Selling, general and administrative expenses |
3,657 |
3,616 |
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17,120 |
16,573 |
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Income from Operations |
668 |
591 |
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OTHER INCOME (EXPENSE): |
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Interest expense |
(136) |
(105) |
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Interest and other income
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40 |
17 |
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(96) |
(88) |
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Income
before Provision for Income Taxes
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572 |
503 |
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Provision for Income Taxes |
(153) |
(111) |
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Net income before income
attributable to noncontrolling interests |
419 |
392 |
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Less:
Net income attributable to
noncontrolling interests |
(69)
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(104)
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Net
income attributable to stockholders |
350 |
288 |
See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
(in thousands, except per share amounts)
(Continued)
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---------Thirteen
Weeks Ended-------- |
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January
1, 2011 |
January
2, 2010 |
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Net Income Per Common
Share: |
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Basic and Diluted |
$0.19 |
$0.15 |
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Weighted Average Shares and
Equivalent Shares Outstanding |
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Basic and Diluted |
1,861,699 |
1,862,534 |
See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
JANUARY 1, 2011 (UNAUDITED) AND OCTOBER 2,
2010
(in thousands)
ASSETS
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January
1, 2011 |
October
2, 2010 |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$5,344 |
$6,447 |
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Prepaid income taxes |
131 |
-- |
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Due from franchisees |
23 |
2 |
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Other receivables |
97 |
193 |
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Inventories |
2,163 |
1,985 |
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Prepaid expenses |
1,464 |
786 |
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Deferred tax assets |
341 |
341 |
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Total
Current Assets |
9,563 |
9,754 |
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Property and Equipment, Net |
25,960 |
23,995 |
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Investment in Limited Partnership |
135 |
140 |
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OTHER ASSETS: |
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Liquor licenses, net |
470 |
470 |
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Deferred tax assets |
879 |
879 |
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Leasehold interests, net |
1,391 |
1,445 |
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Other |
1,377 |
631 |
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Total
Other Assets |
4,117 |
3,425 |
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Total
Assets |
$ 39,775 |
$ 37,314 |
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.
See
accompanying notes to unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED BALANCE SHEETS
JANUARY 1, 2011 (UNAUDITED) AND OCTOBER 2,
2010
(in thousands)
(Continued)
LIABILITIES AND EQUITY
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January
1, 2011 |
October
2, 2010 |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
$5,652 |
$4,607 |
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Income taxes payable |
-- |
269 |
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Due to franchisees |
511 |
649 |
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Current portion of long term debt |
1,423 |
815 |
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Deferred revenues |
3 |
7 |
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Deferred rent |
21 |
26 |
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Dividend payable |
188 |
-- |
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Total
Current Liabilities |
7,798 |
6,373 |
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Long Term Debt, Net of Current Maturities |
8,362 |
7,238 |
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Deferred Rent, Net of Current Portion |
178 |
180 |
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Equity: |
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Flaniganıs Enterprises, Inc. Stockholdersı 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 |
15,618 |
15,456 |
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Treasury stock, at cost, 2,336,527
shares at January 1, 2011 and 2,335,727 shares at October 2, 2010 |
(6,055) |
(6,049) |
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Total Flaniganıs Enterprises, Inc. stockholdersı equity
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16,223 |
16,067 |
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Noncontrolling interest |
7,214 |
7,456 |
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Total equity |
23,437 |
23,523 |
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Total liabilities and equity |
$ 39,775 |
$ 37,314 |
See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
FOR THE THIRTEEN WEEKS ENDED JANUARY 1,
2011 AND JANUARY 2, 2010
(in thousands)
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January
1, 2011 |
January
2, 2010 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$419 |
$392 |
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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 |
599 |
557 |
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Amortization of leasehold
interests |
54 |
54 |
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Loss on abandonment of property
and equipment |
10 |
5 |
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Deferred rent |
(7) |
(6) |
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Loss from unconsolidated limited
partnership |
-- |
6 |
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Recognition of deferred revenues |
(4) |
(3) |
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Changes in operating assets and
liabilities: (increase)
decrease in |
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Due from franchisees |
(21) |
(186) |
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Other receivables
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92 |
(79) |
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Prepaid income taxes |
(131) |
111 |
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Inventories |
(178) |
(285) |
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Prepaid expenses |
404 |
9 |
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Other assets |
(610) |
55 |
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Increase
(decrease) in: |
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Accounts payable and accrued expenses
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1,045 |
1,728 |
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Income taxes payable |
(269) |
- |
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Due to franchisees |
(138) |
33 |
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Net cash and cash equivalents provided by operating activities |
1,265 |
2,391 |
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CASH FLOWS FROM INVESTING
ACTIVITIES: |
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Collection on notes and mortgages
receivable |
4 |
5 |
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Purchase of property and
equipment |
(2,480) |
(725) |
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Deposit on property and equipment |
(172) |
- |
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Proceeds from sale of fixed assets |
3 |
- |
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Distributions from unconsolidated
limited partnership |
5 |
3 |
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Purchase of limited partnership
interests |
- |
(10) |
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Net cash and cash equivalents used in
investing
activities |
(2,640) |
(727) |
See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED JANUARY 1,
2011 AND JANUARY 2, 2010
(in thousands)
(Continued)
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January
1, 2011 |
January
2, 2010 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Payment of long term debt |
(261) |
(278) |
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Proceeds from long-term debt |
850 |
- |
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Purchase of treasury stock |
(6) |
(6) |
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Distributions to limited
partnershipsı
noncontrolling interests |
(311) |
(287) |
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Net
cash and cash equivalents provided (used) in financing activities |
272 |
(571) |
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Net (Decrease) Increase in Cash and Cash Equivalents |
(1,103) |
1,093 |
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Beginning of
Period |
6,447 |
4,580 |
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End of Period |
$ 5,344 |
$ 5,673 |
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Supplemental Disclosure for
Cash Flow Information: Cash paid during period for: |
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Interest |
136 |
105 |
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Income taxes |
153 |
-- |
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Supplemental Disclosure of
Non-Cash Investing and
Financing Activities: |
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Financing of insurance contracts |
$1,081 |
$346 |
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Purchase deposits transferred to
property and equipment |
$ 16 |
$ 6 |
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Purchase of property in exchange for
debt |
$ - |
$850 |
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Purchase of assets of franchised
restaurant |
$ - |
$262 |
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Purchase of vehicle in exchange for
debt |
$ 61 |
$ - |
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Dividend declared |
$ 188 |
$ - |
See
accompanying notes to unaudited condensed consolidated financial statements
FLANIGANıS ENTERPRISES, INC. AND
SUBSIDIARIES
JANUARY 1, 2011
(1) BASIS OF PRESENTATION:
The
accompanying condensed consolidated financial information for the periods ended
January 1, 2011 and January 2, 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. Flaniganıs Enterprises of N. Miami, Inc., a wholly owned
subsidiary, was formed in the first quarter of our fiscal year 2011 for the
purpose of investing in the real property and building where our combination restaurant and package liquor store located at
13205 Biscayne Boulevard, North Miami, Florida,(Store #20), operates. All intercompany balances and
transactions have been eliminated. Non-controlling interest represents the
limited partnersı proportionate share of the net assets and results of
operations of the nine limited partnerships.
These condensed
consolidated financial statements include estimates relating to performance
based officersı 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 managementıs knowledge of current events and actions it
may take in the future, they may ultimately differ from actual results.
(2) EARNINGS PER SHARE:
We
follow Financial Accounting Standards Board Accounting Standards Codification
Section 260 - ³Earnings per Share²
(FASB ASC 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 January 1, 2011, 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)
RECENTLY 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 modifies the methods
allowed for determining the primary beneficiary of a variable interest
entity. In addition, these changes
require ongoing reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity and enhanced disclosures related to
an enterpriseıs involvement in a variable interest entity. These changes 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
There were no recently issued accounting pronouncements during the first
quarter of our fiscal year 2011 that we believe will have a material impact on
our consolidated financial statements.
(5) EXTENSION
OF LEASE FOR REAL PROPERTY:
Surfside,
Florida
During the first
quarter of our fiscal year 2011, the limited partnership which owns the
restaurant located at 9516 Harding Avenue, Surfside, Florida, (Store #60),
extended its lease for a period of ten years. The renewal terms are substantially the same as the existing
lease, except that the annual rent will be subject to an increase effective
January 1, 2011 and will thereafter be subject to fixed annual increases.
(6) INVESTMENT IN REAL PROPERTY:
North
Miami, Florida
During
the first quarter of our fiscal year 2011, our wholly
owned subsidiary, (Flaniganıs Enterprises of N. Miami, Inc., a Florida
corporation), closed 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. We paid $1,750,000 for this property and subsequently borrowed $850,000
from a related third party, pursuant to a first mortgage, which we
guaranteed. The mortgage note
bears interest at the rate of ten (10%) percent per annum, is amortized over
fifteen (15) years with equal monthly payments of principal and interest, each
in the amount of $9,100, with a balloon payment of approximately $555,000
during January, 2019.
(7) DEBT
Financed Insurance Premiums
(i) For the policy year beginning December 30, 2010, our property
insurance is a three (3) year policy with our insurance carrier. The three (3) year property insurance
premium is in the amount of $894,000, of which $727,000 is financed through an
unaffiliated third party lender. The
finance agreement provides that we are obligated to repay the amounts financed,
together with interest at the rate of 4.89% per annum, over 30 months, with
monthly payments of principal and interest, each in the amount of approximately
$25,000. The finance agreement is
secured by a security interest in all insurance policies, all unearned premium,
return premium, dividend payments and loss payments thereof.
(ii) For the policy year beginning December
30, 2010, our general liability insurance, excluding limited partnerships, is a
one (1) year policy with our insurance carriers, including automobile and
excess liability coverage. The one
(1) year general liability insurance premiums, including automobile and excess
liability coverage, total in the aggregate $244,000, of which $195,000 is
financed through the same unaffiliated third party lender. The finance agreement provides that we
are obligated to repay the amounts financed, together with interest at the rate
of 2.99% per annum, over 9 months, with monthly payments of principal and
interest, each in the amount of $22,000.
The finance agreement is secured by a security interest in all insurance
policies, all unearned premium, return premium, dividend payments and loss
payments thereof.
(iii) For the policy year beginning December
30, 2010, our general liability insurance for our limited partnerships is a one
(1) year policy with our insurance carriers, including excess liability
coverage. The one (1) year general
liability insurance premiums, including excess liability coverage, total, in
the aggregate $198,000, of which $159,000 is financed through the same
unaffiliated third party lender. The
finance agreement provides that we are obligated to repay the amounts financed,
together with interest at the rate of 2.99% per annum, over 9 months, with
monthly payments of principal and interest, each in the amount of approximately
$18,000. The finance agreement is
secured by a security interest in all insurance policies, all unearned premium,
return premium, dividend payments and loss payments thereof.
(8) INCOME TAXES:
We account for our income taxes using FASB ASC Topic 740,
³Income Taxes², which requires among
other things, recognition of future tax benefits measured at enacted rates
attributable to deductible temporary differences between financial statement
and income tax basis of assets and liabilities and to tax net operating loss
carryforwards and tax credits to the extent that realization of said tax
benefits is more likely than not.
(9) STOCK OPTION PLAN:
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 Companyıs 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 January 1,
2011, no options to acquire shares were outstanding. Under this plan, options to acquire an aggregate of 45,000
shares are available for grant.
No
stock options were granted during the thirteen weeks ended January 1, 2011, nor
were stock options granted during the thirteen weeks ended January 2, 2010.
No
stock options were exercised during the thirteen weeks ended January 1, 2011,
nor were stock options exercised during the thirteen weeks ended January 2, 2010.
There
was no stock option activity during the thirteen weeks ended January 1, 2011,
nor was there stock option activity during the thirteen weeks ended January 2,
2010.
(10) ACQUISITIONS:
Purchase
of Company Common Stock
Pursuant
to a discretionary plan approved by the Board of Directors at its meeting on
May 17, 2007, during the thirteen weeks ended January 1, 2011, we purchased 800
shares of our common stock from the Joseph G. Flanigan Charitable Trust for an
aggregate purchase price of $6,400.
During the thirteen weeks ended January 2, 2010, we purchased 1,000
shares of our common stock from the Joseph G. Flanigan Charitable Trust for an
aggregate purchase price of $6,000.
(11) COMMITMENTS AND CONTINGENCIES:
Guarantees
We guarantee various leases for franchisees and
locations sold in prior years.
Remaining rental commitments required under these leases are
approximately $814,000. 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, ³Guarantees². 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 ³slip and fall² 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 attorneysı 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 attorneysı 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
sellerıs motion for punitive damages.
We deny the allegations and are vigorously defending against the
allegations.
(12) SUBSEQUENT EVENTS:
Subsequent events have been evaluated through the date
these condensed consolidated financial statements were issued. No events required disclosure.
(13) BUSINESS SEGMENTS:
We
operate principally in two reportable segments – package stores and
restaurants. The operation of
package stores consists of retail liquor sales and related items. Information concerning the revenues and
operating income for the thirteen weeks ended January 1, 2011 and January 2, 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.
(in
thousands)
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|
|
Thirteen Weeks Ending January 1, 2011 |
Thirteen Weeks Ending January 2, 2010 |
|
Operating Revenues: |
|
|
|
|
Restaurants |
|
$13,760 |
$13,213 |
|
Package stores |
|
3,699 |
3,593 |
|
Other revenues |
|
329 |
358 |
|
Total operating revenues |
|
$17,788 |
$17,164 |
|
|
|
|
|
|
Operating Income Reconciled to
Income Before Income Taxes and Net Income Attributable to Noncontrolling
Interests |
|
|
|
|
Restaurants |
|
$741 |
$764 |
|
Package stores |
|
383 |
257 |
|
|
|
1,124 |
1,021 |
|
Corporate expenses, net of other revenues |
|
(456) |
(430) |
|
Operating income |
|
668 |
591 |
|
Other income (expense) |
|
(96) |
(88) |
|
Income Before Income Taxes and
Net Income Attributable to Noncontrolling Interests |
|
$572 |
$503 |
|
|
|
|
|
|
Depreciation and Amortization: |
|
|
|
|
Restaurants |
|
$509 |
$477 |
|
Package stores |
|
57 |
52 |
|
|
|
566 |
529 |
|
Corporate |
|
87 |
82 |
|
Total Depreciation and
Amortization |
|
$653 |
$611 |
|
|
|
|
|
|
Capital Expenditures: |
|
|
|
|
Restaurants |
|
$2,026 |
$1,384 |
|
Package stores |
|
386 |
285 |
|
|
|
2,412 |
1,669 |
|
Corporate |
|
145 |
6 |
|
Total Capital Expenditures |
|
$2,557 |
$1,675 |
|
|
|
|
|
|
|
|
January 1, |
October 2, |
|
|
|
2011 |
2010 |
|
Identifiable Assets: |
|
|
|
|
Restaurants |
|
$22,880 |
$22,043 |
|
Package store |
|
4,087 |
3,678 |
|
|
|
26,967 |
25,721 |
|
Corporate |
|
12,808 |
11,593 |
|
Consolidated Totals |
|
$39,775 |
$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 ³anticipates, appears, expects, trends,
intends, hopes, plans, believes, seeks, estimates, may, will,² 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 ³Managementıs Discussion and Analysis of Financial
Condition and Results of Operations,² in the Annual Report on Form 10-K for the
Companyıs 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 January 1, 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 January 1,
2011 and as compared to January 2, 2010 and October 2, 2010. With the exception of ³The Whaleıs
Rib², a restaurant we operate but do not own, all of the restaurants operate
under our service mark ³Flaniganıs Seafood Bar and Grill² and all of the
package liquor stores operate under our service mark ³Big Daddyıs Liquors².
|
Types of Units |
January
1, 2011 |
October
2, 2010 |
January
2, 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 |
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.
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 ³Flaniganıs Seafood Bar and Grill² and ³Big Daddyıs
Liquors², 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 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 investorsı 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 (½) 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 (½) of cash
available to the limited partnership, with the other one half (½) of
available cash distributed to the investors (including us and our
affiliates). As of January 1, 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 (½) 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 ³Flaniganıs Seafood Bar and
Grill².
RESULTS OF OPERATIONS
|
|
-----------------------Thirteen
Weeks Ended----------------------- |
|||
|
|
January
1, 2011 |
January
2, 2010 |
||
|
|
Amount (In thousands) |
Percent |
Amount (In thousands) |
Percent |
|
Restaurant
food sales |
$
10,914 |
62.51 |
$
10,604 |
63.10 |
|
Restaurant
bar sales |
2,846 |
16.30 |
2,609 |
15.52 |
|
Package
store sales |
3,699 |
21.19 |
3,593 |
21.38 |
|
|
|
|
|
|
|
Total Sales |
$
17,459 |
100.00 |
$
16,806 |
100.00 |
|
|
|
|
|
|
|
Franchise
related revenues |
259 |
|
281 |
|
|
Ownerıs
fee |
42 |
|
53 |
|
|
Other
operating income |
28 |
|
24 |
|
|
|
|
|
|
|
|
Total
Revenue |
$
17,788 |
|
$
17,164 |
|
Comparison
of Thirteen Weeks Ended January 1, 2011 and January 2, 2010.
Revenues. Total revenue for the thirteen weeks
ended January 1, 2011 increased $624,000 or 3.64%
to $17,788,000 from $17,164,000 for the thirteen weeks ended January 2, 2010.
Restaurant
Food Sales. Restaurant revenue generated from the
sale of food at restaurants totaled $10,914,000
for the thirteen weeks ended January 1, 2011 as compared to $10,604,000 for the
thirteen weeks ended January 2, 2010.
Comparable weekly restaurant food sales (for restaurants open for all of
the first quarter of our fiscal year 2011 and the first quarter of our fiscal
year 2010, which consists of seven restaurants owned by us and nine restaurants
owned by affiliated limited partnerships) was $803,000 and $779,000 for the
thirteen weeks ended January 1, 2011 and January 2, 2010, respectively, an increase
of 3.08%. Comparable weekly
restaurant food sales for Company owned restaurants only was $307,000 and $295,000
for the first quarter of our fiscal year 2011 and the first quarter of our
fiscal year 2010, respectively, an increase of 4.07%. Comparable weekly restaurant food sales for affiliated
limited partnership owned restaurants only was $496,000 and $483,000 for the
first quarter of our fiscal year 2011 and the first quarter of our fiscal year
2010, respectively, an increase of 2.69%.
Restaurant
Bar Sales. Restaurant revenue generated from the
sale of alcoholic beverages at restaurants (bar sales) totaled $2,846,000 for
the thirteen weeks ended January 1, 2011 as compared to $2,609,000 for the
thirteen weeks ended January 2, 2010.
Comparable weekly restaurant bar
sales (for restaurants open for all of the first quarter of our fiscal year 2011
and the first quarter of our fiscal year 2010, which consists of seven
restaurants owned by us and nine restaurants owned by affiliated limited
partnerships) was $206,000 for the thirteen weeks ended January 1, 2011 and $189,000
for the thirteen weeks ended January 2, 2010, an increase of 8.99%. Comparable weekly restaurant bar sales
for Company owned restaurants only was $76,000 and $73,000 for the first
quarter of our fiscal year 2011 and the first quarter of our fiscal year 2010,
respectively, an increase of 4.11%.
Comparable weekly restaurant bar sales for affiliated limited
partnership owned restaurants only was $129,000 and $117,000 for the first
quarter of our fiscal year 2011 and the first quarter of our fiscal year 2010,
respectively, an increase of 10.26%. Restaurant
bar sales increased during the first quarter of our fiscal year 2011 primarily due
to an increase in same store restaurant bar sales
resulting from our half price drink promotion from 9:00 p.m. to closing, which
promotion was in effect during the entire first quarter of our fiscal year
2011, but only instituted for part of the first quarter of our fiscal year
2010.
Package
Store Sales. Revenue generated from sales of liquor
and related items at package liquor stores totaled $3,699,000 for the thirteen
weeks ended January 1, 2011 as compared to $3,593,000 for the thirteen weeks
ended January 2, 2010, an increase of $106,000. The weekly average of same store package liquor store sales,
which includes all nine (9) Company owned package liquor stores, was $285,000
for the thirteen weeks ended January 1, 2011 as compared to $276,000 for the
thirteen weeks ended January 2, 2010, an increase of 3.26%. 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 thirteen weeks ended January 1,
2011 increased $547,000
or 3.30% to $17,120,000 from $16,573,000 for the thirteen weeks ended January 2,
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 decreased as a percentage of total sales to approximately 96.24% in
the first quarter of our fiscal year 2011 from 96.56% in the first 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 and bar sales for the thirteen weeks ended January 1, 2011
increased to $9,034,000 from $8,689,000 for the thirteen weeks ended January 2,
2010. Our gross profit margin for
restaurant food and bar sales (calculated as gross profit reflected as a
percentage of restaurant food and bar sales), was 65.65% for the thirteen weeks
ended January 1, 2011 and 65.76% for the thirteen weeks ended January 2, 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 January 1, 2011 increased to $1,263,000 from $1,140,000
for the thirteen weeks ended January 2, 2010. Our gross profit margin, (calculated as gross profit
reflected as a percentage of package liquor store sales), for package liquor
store sales was 34.14% for the thirteen weeks ended January 1, 2011 and 31.73%
for the thirteen weeks ended January 2, 2010. The increase in our gross profit margin, (2.41%), 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 remain constant throughout the balance
of our fiscal year 2011 as we expect to continue purchasing ³close out² and
inventory reduction merchandise from wholesalers.
Payroll and Related
Costs. Payroll and related costs for the thirteen weeks
ended January 1, 2011 increased $351,000 or 7.14% to $5,270,000 from $4,919,000
for the thirteen weeks ended January 2, 2010. We anticipate that our payroll and related costs will remain
constant throughout the balance of our fiscal year 2011 Payroll and related
costs as a percentage of total sales was 29.63% in the first quarter of our
fiscal year 2011 and 28.66% of total sales in the first 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 January 1, 2011 decreased $30,000 or 2.83% to $1,031,000
from $1,061,000 for the thirteen weeks ended January 2, 2010. Our occupancy costs decreased primarily due to 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 decrease 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
January 1, 2011 increased $41,000 or 1.13% to $3,657,000 from $3,616,000
for the thirteen weeks ended January 2, 2010. Selling, general and administrative expenses decreased as a
percentage of total sales in the first quarter of our fiscal year 2011 to
approximately 20.56% as compared to 21.07% in the first 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.
Depreciation for the
thirteen weeks ended January 1, 2011 increased $42,000 or 7.54% to $599,000
from $557,000 for the thirteen weeks ended January 2, 2010. As a percentage of total revenue,
depreciation expense was 3.37% of revenue for the thirteen weeks ended January 1,
2011 and 3.25% of revenue in the thirteen weeks ended January 2, 2010.
Interest Expense, Net. Interest expense, net, for the thirteen weeks ended January
1, 2011 increased $31,000 to $136,000 from $105,000 for the thirteen weeks
ended January 2, 2010. Interest
expense increased during the thirteen weeks ended January 1, 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 January 2, 2010.
Net Income. Net income for the thirteen weeks ended
January 1, 2011 increased $62,000 or 21.53% to $350,000 from $288,000 for the
thirteen weeks ended January 2, 2010.
As a percentage of sales, net income for the first quarter of our fiscal
year 2011 is 1.97%, as compared to 1.68% in the first quarter of our fiscal
year 2010.
New Limited Partnership Restaurants
During
the first quarter of our fiscal years 2011 and 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. We expect higher food costs and higher overall expenses,
which will 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 plan to limit menu price increases as long as possible while
maintaining our high quality of food and service and 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. We
may be required to raise menu prices wherever competitively possible.
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
January 1, 2011, we had cash of approximately $5,344,000, a decrease of $1,103,000
from our cash balance of $6,447,000 as of October 2, 2010. The decrease in cash as of January 1,
2011 was primarily due to our expending approximately $1,750,000 as the cash 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 Companyıs 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 thirteen weeks of fiscal years 2011 and 2010.
|
|
---------Thirteen
Weeks Ended-------- |
|
|
|
January
1, 2011 |
January
2, 2010 |
|
|
(in Thousands) |
|
|
|
|
|
|
Net cash provided by operating activities |
$1,265 |
$2,391 |
|
Net cash used in investing activities |
(2,640) |
(727) |
|
Net cash provided (used) in financing activities |
272 |
(571) |
|
|
|
|
|
Net (Decrease) Increase in Cash and Cash Equivalents |
(1,103) |
1,093 |
|
|
|
|
|
Cash and Cash Equivalents, Beginning |
6,447 |
4,580 |
|
|
|
|
|
Cash
and Cash Equivalents, Ending |
$ 5,344 |
$ 5,673 |
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 payable on January 18, 2011 to shareholders of record on
January 7, 2011. Any future determination to pay cash dividends will be at our
Boardıs 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 secondarily to fund capitalized property
improvements for our existing restaurants. We acquired property and equipment of $2,557,000, (including
$61,000 of which was financed and $16,000 of deposits recorded in other assets
as of October 2, 2010), during the thirteen weeks ended January 1, 2011,
including $402,000 for renovations to one (1) existing Company owned
restaurant. During the thirteen weeks ended January 2, 2010, we
acquired property and equipment of $1,675,000, (including $850,000 of which was
financed, $99,000 of which was the non-cash purchase of the assets of the
franchised restaurant and $6,000 of deposits recorded in other assets as of
October 3, 2009), including $241,000 to complete the 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 $402,000 has been spent through January 1, 2011.
Long Term
Debt
As of January 1, 2011, we
had long term debt of $9,785,000, as compared to $7,718,000, (including our
line of credit), as of January 2, 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 January 1, 2011, January 2, 2010 and our fiscal year
ended October 2, 2010.
|
Item |
Jan. 1,
2011 |
Jan.
2, 2010 |
Oct. 2,
2010 |
|
|
(in Thousands) |
||
|
|
|
|
|
|
Current
Assets |
$ 9,563 |
$
10,153 |
$
9,754 |
|
Current
Liabilities |
7,798 |
8,337 |
6,373 |
|
Working
Capital |
$
1,765 |
$
1,816 |
$
3,381 |
Our
working capital as of January 1, 2011 decreased by 2.81% from the working
capital for the fiscal quarter ending January 2, 2010 and decreased by 47.80% from
the working capital for the fiscal year ending October 2, 2010. During the first quarter of our fiscal year 2011, we closed 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, expending approximately $1,750,000 as the cash required to
close. At the end of
the first quarter, we borrowed $850,000 from a related party, which loan is
secured by a mortgage on the real property and building. During
the first quarter of our fiscal year 2010, we
closed on the purchase of the real property and building where our combination
restaurant and package liquor store located at 2505 N. University Drive,
Hollywood, Florida, (Store #19) operates, expending approximately $525,000 as
the cash required to close.
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 January 1, 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 ³Fair Value Measurements of Financial Instruments² to the
Consolidated Financial Statements included in ³Item 8. Financial Statements and Supplementary
Data² 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 January 1, 2011, we had two variable
rate debt instruments, (the Term Loan and the Refinanced Mortgage Loan), 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 (1) 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 ³Term Loan Swap²), which converts the
LIBOR based variable rate interest to a fixed rate. The Term Loan Swap requires us to pay interest for a three
(3) 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 (³LIBOR²), Daily Floating Rate, plus
3.25%, on the same amortizing notional principal amount. Under this method of
accounting, at January 1, 2011, we determined the fair value of the Term Loan
Swap to be a liability of approximately ($13,000) 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 January 1, 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 ³Mortgage Loan Swap²). We account for
the Mortgage Loan Swap using hedge accounting treatment because the derivative
has been determined to be effective in achieving offsetting changes in fair
value of the hedged item. The
Mortgage Loan Swap requires us to pay interest for a seven (7) 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 January 1, 2011, we determined the fair value of the
Mortgage Loan Swap to be a liability of approximately ($20,000) 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 January 1, 2011 was not significant.
At January 1, 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 ³Exchange Act²)) were
effective.
Limitations
on the Effectiveness of Controls and Permitted Omission from Managementıs
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 ³Litigation² on page 12 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
Pursuant
to a discretionary plan approved by the Board of Directors at its meeting on
May 17, 2007, during the thirteen weeks ended January 1, 2011, we purchased 800
shares of our common stock from the Joseph G. Flanigan Charitable Trust for
an aggregate purchase price of $6,400. During the thirteen weeks ended January 2, 2010, we purchased
1,000 shares of our common stock from the Joseph G. Flanigan Charitable Trust
for an aggregate purchase price of $6,000.
|
ISSUER
PURCHASES OF EQUITY SECURITIES |
||||
|
Period |
(a)
Total Number of Shares (or Units) Purchased |
(b)
Average Price Paid per Share (or Unit) |
(c)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced
Plans or Programs |
(d)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May
Yet Be Purchased Under the Plans or Programs |
|
October 3,
2010 – October 31, 2010 |
none |
|
|
68,682 |
|
November
1, 2010 – November 29, 2010 |
none |
|
|
68,682 |
|
November
30, 2010 –January 1, 2011 |
800 |
$8.00 |
800 |
67,882 |
|
Total as
of January 1,
2011 |
800 |
|
800 |
67,882 |
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: February 15, 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 registrantıs 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 registrantıs
internal control over financial reporting.
Date: February 15, 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 Flaniganıs Enterprises, Inc. for the
period ended January 1, 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 registrantıs
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 registrantıs 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 registrantıs internal control over financial
reporting that occurred during the registrantıs most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrantıs internal control over financial reporting; and
5.
The registrantıs
other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrantıs
auditors and the audit committee or registrantıs 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 registrantıs 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 registrantıs internal control over financial reporting.
Date: February 15, 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 Flaniganıs
Enterprises, Inc., (the ³Company²) on Form 10-Q for the period ended January 1,
2011, as filed with the Securities and Exchange Commission of the date hereof
(the ³Quarterly Report²), 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: February 15, 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 Companyıs previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate the Companyıs 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 Flaniganıs
Enterprises, Inc., (the ³Company²) on Form 10-Q for the period ended January 1,
2011, as filed with the Securities and Exchange Commission of the date hereof
(the ³Quarterly Report²), I, Jeffrey D.
Kastner, Chief Financial Officer 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 an Exhibit, fully complies with the
requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in this Quarterly Report
fairly presents, in all material respects,
the financial condition and results of
operations of the Company.
Date: February 15, 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 Companyıs previous filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might incorporate the
Companyıs 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