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 3, 2010
OR
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period
from to
Commission
File Number 1-6836
FLANIGAN'S ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
________Florida________ ____59-0877638____
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5059
N.E. 18th Avenue, Fort Lauderdale, Florida 33334
(Address
of principal executive offices) Zip
Code
(954) 377-1961
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes› Noo
Indicate
by check mark whether the registrant has submitted electronically and posted on
its Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (ß232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
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 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 17, 2010, 1,861,915
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
3, 2010 |
June
27, 2009 |
July
3, 2010 |
June
27, 2009 |
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REVENUES: |
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Restaurant food sales |
$11,247 |
$10,653 |
$33,801 |
$32,020 |
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Restaurant bar sales |
2,864 |
2,536 |
8,534 |
7,608 |
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Package store sales |
2,963 |
2,925 |
10,151 |
9,788 |
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Franchise related revenues |
220 |
298 |
756 |
842 |
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Ownerís fee |
42 |
40 |
125 |
129 |
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Other operating income |
38 |
39 |
109 |
114 |
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17,374 |
16,491 |
53,476 |
50,501 |
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COSTS AND EXPENSES: |
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Cost of merchandise sold: |
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Restaurant and lounges |
4,868 |
4,582 |
14,542 |
13,470 |
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Package goods |
1,929 |
1,968 |
6,774 |
6,740 |
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Payroll and related costs |
5,108 |
4,885 |
15,580 |
14,700 |
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Occupancy costs |
1,064 |
988 |
3,146 |
2,962 |
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Selling, general and administrative expenses |
3,371 |
3,418 |
10,294 |
10,476 |
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16,340 |
15,841 |
50,336 |
48,348 |
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Income from Operations |
1,034 |
650 |
3,140 |
2,153 |
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OTHER INCOME (EXPENSE): |
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Interest expense |
(120) |
(105) |
(355) |
(332) |
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Interest and other income
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22 |
15 |
69 |
200 |
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(98) |
(90) |
(286) |
(132) |
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Income before Provision for Income Taxes |
936 |
560 |
2,854 |
2,021 |
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Provision for Income Taxes |
(214) |
(104) |
(610) |
(299) |
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Net Income before income attributable to noncontrolling interests |
722 |
456 |
2,244 |
1,722 |
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Less:
Net income attributable to noncontrolling interests |
$ (296) |
$ (145) |
$ (860) |
$ (555) |
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Net
Income attributable to stockholders |
$ 426 |
$ 311 |
$ 1,384 |
$ 1,167 |
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 |
Thirty
Nine Weeks Ended |
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July
3, 2010 |
June
27, 2009 |
July
3, 2010 |
June
27, 2009 |
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Net Income Per Common
Share: |
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Basic |
$0.23 |
$0.17 |
$0.74 |
$0.62 |
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Diluted |
$0.23 |
$0.17 |
$0.74 |
$0.62 |
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Weighted Average Shares and
Equivalent Shares Outstanding |
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Basic |
1,861,735 |
1,863,007 |
1,862,004 |
1,870,147 |
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Diluted |
1,861,735 |
1,863,007 |
1,862,004 |
1,870,147 |
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See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
JULY 3, 2010 (UNAUDITED) AND OCTOBER 3,
2009
(In Thousands)
ASSETS
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July
3, 2010 |
October
3, 2009 |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$7,045 |
$4,580 |
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Prepaid income taxes |
-- |
332 |
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Due from franchisees |
8 |
270 |
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Other receivables |
102 |
94 |
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Inventories |
2,540 |
1,933 |
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Prepaid expenses |
1,036 |
980 |
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Deferred tax asset |
343 |
338 |
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Total
Current Assets |
11,074 |
8,527 |
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Property and Equipment, Net |
22,169 |
21,240 |
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Investment in Limited Partnership |
143 |
140 |
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OTHER ASSETS: |
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Liquor licenses, net |
470 |
345 |
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Deferred tax asset |
850 |
830 |
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Leasehold purchases, net |
1,500 |
1,644 |
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Other |
632 |
753 |
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Total
Other Assets |
3,452 |
3,572 |
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Total Assets |
$ 36,838 |
$ 33,479 |
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See
accompanying notes to unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 3, 2010 (UNAUDITED) AND OCTOBER 3,
2009
(In
Thousands)
(Continued)
LIABILITIES AND STOCKHOLDERSí EQUITY
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July
3, 2010 |
October
3, 2009 |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
$4,597 |
$3,756 |
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Income taxes payable |
198 |
-- |
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Due to franchisees |
833 |
372 |
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Current portion of long term debt |
521 |
681 |
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Current
portion of re-financed line of credit |
462 |
1,586 |
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Deferred revenues |
11 |
21 |
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Deferred rent |
25 |
24 |
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Total
Current Liabilities |
6,647 |
6,440 |
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Long Term Debt, Net of Current Maturities |
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5,247 |
4,533 |
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Re-Financed Line of Credit, Net of Current
Maturities |
1,124 |
-- |
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Deferred Rent, Net of Current Portion |
187 |
206 |
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Commitments and Contingencies |
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Equity: |
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Flaniganís Enterprises,
Inc. Stockholdersí
Equity |
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Common stock, $.10 par value, 5,000,000 shares
authorized; 4,197,642 shares issued |
420 |
420 |
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Capital in excess of par value |
6,240 |
6,240 |
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Retained earnings |
15,161 |
13,777 |
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Treasury stock, at cost, 2,335,727 shares at July 3, 2010 and 2,334,709 shares at October 3, 2009 |
(6,049) |
(6,043) |
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Total
Flaniganís Enterprises, Inc. Stockholdersí equity |
15,772 |
14,394 |
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Noncontrolling interest |
7,861 |
7,906 |
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Total equity |
23,633 |
22,300 |
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Total liabilities and equity |
$ 36,838 |
$ 33,479 |
See
accompanying notes to unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND
SUBSIDIARIES
FOR THE THIRTY-NINE WEEKS ENDED JULY 3,
2010 AND JUNE 27, 2009
(In Thousands)
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July
3, 2010 |
June
27, 2009 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$2,244 |
$1,722 |
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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 |
1,667 |
1,708 |
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Amortization of leasehold purchases |
162 |
159 |
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Loss on abandonment of property and equipment |
10 |
34 |
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Deferred income tax |
(25) |
(36) |
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Deferred rent |
(18) |
2 |
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Income from unconsolidated limited partnership |
(12) |
(2) |
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Recognition of deferred revenue |
(10) |
(9) |
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Changes in operating assets and liabilities: (increase) decrease in |
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Due
from franchisees |
-- |
223 |
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Other receivables
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(13) |
(24) |
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Prepaid income taxes |
332 |
(59) |
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Inventories |
(588) |
22 |
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Prepaid expenses |
353 |
615 |
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Other assets |
38 |
(7) |
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Increase (decrease) in: |
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Accounts payable and accrued expenses
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841 |
54 |
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Income taxes payable |
198 |
-- |
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Due
to franchisees |
461 |
278 |
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Net
cash and cash equivalents provided by operating activities: |
5,640 |
4,680 |
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CASH FLOWS FROM INVESTING
ACTIVITIES: |
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Collection on notes and mortgages
receivable |
14 |
11 |
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Purchase of property and equipment |
(1,546) |
(1,246) |
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Deposit on property and equipment |
-- |
(64) |
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Proceeds from the sale of fixed assets |
9 |
53 |
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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: |
(1,524) |
(1,237) |
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 3,
2010 AND JUNE 27, 2009
(In Thousands)
(Continued)
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July
3, 2010 |
June
27, 2009 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Payment of long term debt |
(750) |
(800) |
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Proceeds from line of credit |
-- |
24 |
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Purchase of treasury stock |
(6) |
(87) |
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Distributions to limited partnership minority
partners |
(895) |
(879) |
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Net
cash and cash equivalents (used in)
financing activities: |
(1,651) |
(1,742) |
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Net
Increase in Cash and Cash Equivalents |
2,465 |
1,701 |
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Beginning of
Period |
4,580 |
3,244 |
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End of Period |
$ 7,045 |
$ 4,945 |
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Supplemental Disclosure for
Cash Flow Information: Cash paid during period for: |
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Interest |
$355 |
$332 |
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Income taxes |
$104 |
$435 |
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Supplemental Disclosure of
Non-Cash Investing and
Financing Activities: |
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Financing of insurance contracts |
$409 |
$1,094 |
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Purchase deposits transferred to
property and equipment |
$20 |
$292 |
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Purchase of property in exchange for
debt |
$850 |
$-- |
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Purchase of assets of franchised
restaurant |
$262 |
$-- |
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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 3, 2010
(1) BASIS OF PRESENTATION:
The
accompanying financial information for the periods ended July 3, 2010 and June
27, 2009 are unaudited. Financial
information as of October 3, 2009 has been derived from the audited financial
statements of the Company, but does not include all disclosures required by
generally accepted accounting principles.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial information for
the periods indicated have been included.
For further information regarding the Company's accounting policies,
refer to the Condensed Consolidated Financial Statements and related notes
included in the Company's Annual Report on Form 10-K for the year ended October
3, 2009. Operating results for
interim periods are not necessarily indicative of results to be expected for a
full year.
The Condensed Consolidated
Financial Statements include the accounts of the Company, its wholly-owned
subsidiaries and the accounts of the nine limited partnerships in which we act
as general partner and have controlling interests. All intercompany balances and transactions have been eliminated.
Non-controlling interest represents the limited partnersí proportionate share
of the net assets and results of operations of the nine limited partnerships.
These
financial statements include estimates relating to performance based officersí
bonuses. The estimates are
reviewed periodically and the effects of any revisions are reflected in the
financial statements in the period they are determined to be necessary. Although these estimates are based on
managementís knowledge of current events and actions it may take in the future,
they may ultimately differ from actual results.
(2) EARNINGS PER SHARE:
We
follow Financial Accounting Standards Board Accounting Standards Codification
Section 260 - ěEarnings per Shareî
(FASB ASC 260). This section provides
for the calculation of basic and diluted earnings per share. The data on Page 3 shows the amounts
used in computing earnings per share and the effects on income and the weighted
average number of shares of potentially dilutive common stock equivalents. As of July 3, 2010, no stock options
were outstanding.
(3)
RECLASSIFICATION:
Certain amounts in the
fiscal year 2009 financial statements have been reclassified to conform to the
fiscal year 2010 presentation. The
reclassifications had no effect on consolidated net income.
(4)
RECENT ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
Adopted
In
December 2007, the FASB issued changes regarding business combinations. These changes establish principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill acquired. These changes also establish disclosure
requirements to enable the evaluation of the nature and financial effects of
the business combination. These
changes were adopted by us in the first quarter of our fiscal year 2010 and
will have an impact on our accounting for any future business acquisitions.
In
December 2007, the FASB issued changes regarding consolidation and
non-controlling interests in consolidated financial statements. These changes impacted the accounting
and reporting for minority interests, which are now recharacterized as
noncontrolling interests (NCI) and classified as a component of equity. This new consolidation method
significantly changed the accounting for transactions with minority interest
holders. These changes were
adopted by us in the first quarter of our fiscal year 2010 and did not have a
material impact on our condensed consolidated financial statements.
In March 2008, the FASB issued changes regarding derivatives
and hedging to enhance disclosures about an entityís derivative and hedging
activities. These changes were
adopted by us in the first quarter of our fiscal year 2010. As we do not
currently engage in derivative transactions or hedging activities, these
changes do not have a material impact on our condensed consolidated financial
statements.
Issued
In August 2010, the FASB issued Accounting Standards Update
(ěASUî) No. 2010-21 - Accounting for Technical Amendments to Various SEC Rules
and Schedules—This Accounting Standards Update amends various SEC
paragraphs pursuant to the issuance of Release No. 33-9026: Technical
Amendments to Rules, Forms, Schedules and Codification of Financial Reporting
Policies. The adoption of ASU No.
2010-21 will not have a material impact on our financial statements.
In
February 2010, the FASB amended its authoritative guidance related to
subsequent events to alleviate potential conflicts with current United States
Securities Exchange Commission (ěSECî) guidance. Effective immediately, these
amendments remove the requirement that an SEC filer disclose the date through
which it has evaluated subsequent events. The adoption of this guidance did not
have an impact on the Companyís condensed consolidated financial statements.
The
FASB has issued Accounting Standard Update (ASU) No. 2010-02, Consolidation (Topic 810) – Accounting
and Reporting for Decreases in Ownership of a Subsidiary – A Scope
Clarification. This ASU clarifies that the scope of the decrease in
ownership provisions of Subtopic 810-10 and related guidance and also clarifies
that the decrease in ownership guidance in Subtopic 810-10 does not apply to:
(a) sales of in substance real estate; and (b) conveyances of oil and gas
mineral rights, even if these transfers involve businesses. The amendments in
this ASU also expand the disclosure requirements about deconsolidation of a
subsidiary or derecognition of a group of assets. ASU 2010-02 is effective
beginning in the first interim or annual reporting period ending on or after
December 15, 2009. The adoption of this accounting standard will have an effect
on the presentation and disclosure of the noncontrolling interests of any non
wholly-owned businesses acquired in the future.
In June 2009, the FASB issued changes to the accounting for determining
whether an entity is a variable interest entity and modifies the methods
allowed for determining the primary beneficiary of a variable interest
entity. In addition, these changes
require ongoing reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity and enhanced disclosures related to
an enterpriseís involvement in a variable interest entity. These changes become effective for
annual periods beginning after November 15, 2009 and will be adopted by us in
our fiscal year 2011. We are
currently evaluating the potential impact, if any, of the adoption of these
changes on consolidated results of operations and financial condition.
Accounting
standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on our unaudited condensed consolidated
financial statements upon adoption.
(5) EXTENSION
OF LEASE FOR REAL PROPERTY:
Lake Worth,
Florida
During the third
quarter of our fiscal year 2010, our lease for our restaurant located at 2405 10th Avenue N., Lake Worth,
Florida, (Store #12), was extended
for a period of three years, with a one three year renewal option in our favor.
The renewal terms are substantially the same as our existing lease, including
that the annual rent is subject to fixed annual increases.
(6) DEBT:
Line
of Credit
Under a secured line of credit with an
unaffiliated third party financial institution we were able to borrow up to
$2,500,000 until June 5, 2010, subject to certain conditions. The outstanding balance on our line of
credit bore interest at BBA LIBOR 1 month rate, plus 2.25%, (2.600% as of July
3, 2010), with monthly payments of interest only and the unpaid principal
balance and all accrued interest was due in full on June 5, 2010. We granted our lender a security
interest in substantially all of our assets and a second mortgage on our
corporate offices as collateral to secure our repayment obligations under our
credit line. During the third
quarter of our fiscal year 2010, we paid monthly installments of interest
payments, with no borrowings or principal payments. As of July 3, 2010, the amount outstanding under the line of
credit was $1,586,000, with no remaining availability. As more fully discussed under Note 11 Subsequent Events, subsequent to the end
of the third quarter of our fiscal year 2010, we converted the amount
outstanding on our line of credit to a term loan due July, 2013. Since the line of credit was re-financed for a period
of time in excess of twelve (12) months, it has been re-classified as long term
debt in the accompanying Condensed Consolidated Balance Sheets.
Financed Insurance Premiums
(i) For the policy year beginning December 30, 2008, our property
insurance is a two (2) year policy with our insurance carrier. The two (2) year property insurance
premium is $631,000 and is financed in full through an unaffiliated third party
lender. The finance agreement earns
interest at the rate of 5.15% per annum and is amortized over 20 months, with
monthly payments of principal and interest, each in the amount of $30,000. The finance agreement is secured by a
security interest in all insurance policies, all unearned premium, return
premium, dividend payments and loss payments thereof.
(ii) For the policy year beginning December 30, 2009, our general
liability insurance, excluding limited partnerships, is a one (1) year policy
with our insurance carriers, including automobile and excess liability
coverage. The one (1) year general
liability insurance premiums, including automobile and excess liability
coverage, total in the aggregate $243,000, of which $199,000 is financed
through the same unaffiliated third party lender. The finance agreement earns interest at the rate of 2.99%
per annum and is amortized over 10 months, with monthly payments of principal
and interest, each in the amount of $20,000. The finance agreement is secured by a security interest in
all insurance policies, all unearned premium, return premium, dividend payments
and loss payments thereof.
(iii) For the policy year beginning December 30, 2009, our general
liability insurance for our limited partnerships is a one (1) year policy with
our insurance carriers, including excess liability coverage. The one (1) year general liability insurance
premiums, including excess liability coverage, total, in the aggregate
$205,000, of which $146,000 is financed through the same unaffiliated third
party lender. The finance
agreement earns interest at the rate of 2.99% per annum and is amortized over
11 months, with monthly payments of principal and interest, each in the amount
of $13,000. The finance agreement
is secured by a security interest in all insurance policies, all unearned
premium, return premium, dividend payments and loss payments thereof.
As of
July 3, 2010, we owe, in the aggregate, a principal balance of $270,000 to the
third party lender that financed our property and general liability insurance
policies.
(7) INCOME TAXES:
We account for our income taxes using FASB ASC 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.
(8) 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 3, 2010,
no options to acquire shares were outstanding. Under this plan, options to acquire an aggregate of 45,000
shares are available for grant.
No
stock options were granted during the thirty nine weeks ended July 3, 2010, nor
were stock options granted during the thirty nine weeks ended June 27, 2009.
No
stock options were exercised during the thirty nine weeks ended July 3, 2010,
nor were stock options exercised during the thirty nine weeks ended June 27,
2009.
There
was no stock option activity during the thirty nine weeks ended July 3, 2010. During the thirty nine weeks ended June
27, 2009, 49,350 options expired unexercised.
(9) 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 July 3, 2010, we purchased 18
shares of our common stock for an aggregate purchase price of $100. During the third quarter ended June 27,
2009, we purchased 325 shares of our common stock for an aggregate purchase
price of $2,000 from an employee. 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 purchase 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.
During the thirty nine weeks ended June 27, 2009, we purchased 21,400
shares of our common stock for an aggregate purchase price of $87,000. Of the shares purchased, we purchased
20,225 shares of our common stock on the open market for an aggregate purchase
price of $81,000, 325 shares of our common stock from an employee for a
purchase price of $2,000 and 850 shares of our common stock from the Joseph G.
Flanigan Charitable Trust for a purchase price of $4,000.
(10) COMMITMENTS AND CONTINGENCIES:
Guarantees
We guarantee various leases for franchisees and
locations sold in prior years.
Remaining rental commitments required under these leases are
approximately $1,081,000. In the
event of a default under any of these agreements, we will have the right to
repossess the premises and operate the business to recover amounts paid under
the guarantee either by liquidating assets or operating the business.
We account for such lease guarantees in accordance
with ASC Topic 460 (formerly FASB Interpretation No. 45, ěGuarantorís
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others,î or FIN 45). Under ASC Topic 460, we would be required to recognize the
fair value of guarantees issued or modified after December 31, 2002, for
non-contingent guarantee obligations, and also a liability for contingent
guarantee obligations based on the probability that the guaranteed party will
not perform under the contractual terms of the guaranty agreement.
We do not believe it is probable that we will be
required to perform under the remaining lease guarantees and therefore, no
liability has been accrued in our condensed consolidated financial statements.
Litigation
From time to time, we are a
defendant in litigation arising in the ordinary course of our business,
including claims resulting from 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.
We deny the allegations and are vigorously defending against the
allegations.
(11) SUBSEQUENT EVENTS:
Subsequent events have been evaluated through the date
these condensed consolidated financial statements were issued. No events, other than the events
disclosed below, required disclosure.
(a) Re-Financing of
Corporate Offices
Subsequent
to the end of the third quarter of our fiscal year 2010, we re-financed the
mortgage loan encumbering our corporate offices, which mortgage loan was and
continues to be extended and held by an unaffiliated third party lender. The refinanced
mortgage loan is in the original principal amount of $935,000 and bears interest
at a variable rate. We entered
into an interest rate swap agreement to hedge the interest rate risk, which
fixed the interest rate on the mortgage loan at 5.11% per annum throughout the
term of the loan. The mortgage loan
is amortized over twenty (20) years, with our current monthly payment of
principal and interest totaling $4,500, with the entire principal balance and
all accrued but unpaid interest due on August 1, 2017. We paid an $18,000 pre-payment penalty
to the lender in connection with the refinancing.
(b) Conversion of Line of Credit to Term Loan
Subsequent to the end of the third quarter of our fiscal year
2010, we converted the amount outstanding on our line of credit ($1,586,000) to
a term loan maturing in July 2013.
The term loan is in the principal amount of $1,586,000 and bears
interest at a variable interest rate.
We entered into an interest rate swap agreement to hedge the interest
rate risk, which fixed the interest rate on the term loan at 4.55% per annum
throughout the term of the loan. The term loan is fully amortized over three (3) years, with
our monthly payment of principal and interest, totaling $45,000. We granted our lender a security
interest in substantially all of our assets and a second mortgage on our
corporate offices as collateral to secure our repayment obligations under our
term loan. Since the line of credit was re-financed for a period
of time in excess of twelve (12) months, it has been re-classified as long term
debt in the accompanying Condensed Consolidated Balance Sheets.
(c) Purchase
of Real Property and Improvements – Fort Lauderdale, Florida
Subsequent to the end of the third quarter of our fiscal year
2010, we purchased from an unaffiliated third party, the real property and
building where our restaurant located at 2600 W. Davie Boulevard, Fort
Lauderdale, Florida, (Store #22), operates pursuant to an option to purchase
contained in our lease agreement. We paid $1,700,000 for this
property, all cash at closing.
(d) Execution
of New Lease for Existing Location
Stuart, Florida
Subsequent to the end of the third quarter
of our fiscal year 2010, the limited partnership which owns the restaurant in
the ěHoward Johnsonís Hotelî in Stuart, Florida entered into a new lease with
the lender which acquired ownership of the property through foreclosure. The term of the lease is three (3)
years, with one (1) three (3) year renewal option and the annual rent is
subject to fixed annual increases.
(12) 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 3,
2010 and June 27, 2009, and identifiable assets for the two reportable segments
in which we operate, are shown in the following table. Operating income is total revenue less
cost of merchandise sold and operating expenses relative to each segment. In computing operating income, none of
the following items have been included: interest expense, other non-operating
income and expenses and income taxes.
Identifiable assets by segment are those assets that are used in our
operations in each segment. Corporate
assets are principally cash and real property, improvements, furniture,
equipment and vehicles used at our corporate headquarters. We do not have any operations outside
of the United States and transactions between restaurants and package liquor
stores are not material.
|
|
|
Thirteen Weeks Ending July 3, 2010 |
Thirteen Weeks Ending June 27,
2009 |
|
Operating Revenues: |
|
|
|
|
Restaurants |
|
$14,111 |
$13,189 |
|
Package stores |
|
2,963 |
2,925 |
|
Other revenues |
|
300 |
377 |
|
Total operating revenues |
|
$17,374 |
$16,491 |
|
|
|
|
|
|
Operating Income Reconciled to
Income Before Income Taxes and Net Income Attributable to Noncontrolling
Interests |
|
|
|
|
Restaurants |
|
$1,211 |
$958 |
|
Package stores |
|
269 |
82 |
|
|
|
1,480 |
1,040 |
|
Corporate expenses, net of other Revenues |
|
(447) |
(390) |
|
Operating income |
|
1,033 |
650 |
|
Other income (expense) |
|
(97) |
(90) |
|
Operating Income Reconciled to
Income Before Income Taxes and Net Income Attributable to Noncontrolling
Interests |
|
$936 |
$560 |
|
|
|
|
|
|
Depreciation and Amortization: |
|
|
|
|
Restaurants |
|
$469 |
$465 |
|
Package stores |
|
53 |
56 |
|
|
|
522 |
521 |
|
Corporate |
|
82 |
82 |
|
Total Depreciation and
Amortization |
|
$604 |
$603 |
|
|
|
|
|
|
Capital Expenditures: |
|
|
|
|
Restaurants |
|
$338 |
$313 |
|
Package stores |
|
77 |
75 |
|
|
|
415 |
388 |
|
Corporate |
|
87 |
56 |
|
Total Capital Expenditures |
|
$502 |
$444 |
|
|
|
|
|
|
|
|
Thirty Nine Weeks Ending July 3, 2010 |
Thirty Nine Weeks Ending June 27, 2009 |
|
Operating Revenues: |
|
|
|
|
Restaurants |
|
$42,335 |
$39,628 |
|
Package stores |
|
10,151 |
9,788 |
|
Other revenues |
|
990 |
1,085 |
|
Total operating revenues |
|
$53,476 |
$50,501 |
|
|
|
|
|
|
Operating Income Reconciled to
Income Before Income Taxes and Net Income Attributable to Noncontrolling
Interests |
|
|
|
|
Restaurants |
|
$3,890 |
$2,890 |
|
Package stores |
|
925 |
446 |
|
|
|
4,815 |
3,336 |
|
Corporate expenses, net of other Revenues |
|
(1,675) |
(1,183) |
|
Operating income |
|
3,140 |
2,153 |
|
Other income (expense) |
|
(286) |
(132) |
|
Income Before Income Taxes and
Net Income Attributable to Noncontrolling Interests |
|
$2,854 |
$2,021 |
|
|
|
|
|
|
Depreciation and Amortization: |
|
|
|
|
Restaurants |
|
$1,421 |
$1,421 |
|
Package stores |
|
160 |
194 |