UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

 

 

 

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

 

 

 

o

 

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):

 

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

 

PART I. FINANCIAL INFORMATION.. 1

 

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME. 2

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS. 4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS. 6

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 8

 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  10

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 10

ITEM 4.  CONTROLS AND PROCEDURES. 10

 

PART II. OTHER INFORMATION.. 10

 

ITEM 1.  LEGAL PROCEEDINGS. 10

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 10

ITEM 6. EXHIBITS. 10

                          

 

 

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).

 


PART I. FINANCIAL INFORMATION

 

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

 

 

 

 

Thirteen Weeks Ended

Thirty Nine Weeks Ended

 

July 3, 2010

June 27, 2009

July 3,  2010

June 27, 2009

 

 

 

REVENUES:

 

 

 

 

   Restaurant food sales

$11,247

$10,653

$33,801

$32,020

   Restaurant bar sales

2,864

2,536

8,534

7,608

   Package store sales

2,963

2,925

10,151

9,788

   Franchise related revenues

220

298

756

842

   Ownerís fee

42

40

125

129

   Other operating income

          38

          39

         109

         114

 

   17,374

   16,491

  53,476

  50,501

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

   Cost of merchandise sold:

 

 

 

 

       Restaurant and lounges

4,868

4,582

14,542

13,470

       Package goods

1,929

1,968

6,774

6,740

   Payroll and related costs

5,108

4,885

15,580

14,700

   Occupancy costs

1,064

988

3,146

2,962

   Selling, general and administrative expenses  

     3,371

     3,418

    10,294

    10,476

 

   16,340

   15,841

  50,336

  48,348

Income from Operations

        1,034

        650

    3,140

    2,153

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

   Interest expense

(120)

(105)

(355)

(332)

   Interest and other income  

        22

        15

       69

       200

 

    (98)

    (90)

    (286)

    (132)

 

 

 

 

 

Income before Provision for Income Taxes                             

936

560

2,854

2,021

 

 

 

 

 

Provision for Income Taxes

(214)

(104)

(610)

(299)

 

 

 

 

 

Net Income before income attributable to noncontrolling interests

     722

     456

               2,244

           1,722

 

 

 

 

 

Less: Net income attributable to noncontrolling interests

$  (296)

$  (145)

$    (860)

 $    (555)

 

 

 

 

 

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)

 

 

 

Thirteen Weeks Ended

Thirty Nine Weeks Ended

 

July 3, 2010

June 27, 2009

July 3, 2010

June 27, 2009

 

 

Net Income Per Common Share:

 

 

 

 

   Basic

 

$0.23

$0.17

$0.74

$0.62

   Diluted         

 

$0.23

$0.17

$0.74

$0.62

 

  

 

 

 

 

Weighted Average Shares and Equivalent

      Shares Outstanding

 

 

 

 

   Basic

 

1,861,735

1,863,007

1,862,004

1,870,147

   Diluted

 

1,861,735

1,863,007

1,862,004

1,870,147

 

 

 

 

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 


FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

JULY 3, 2010 (UNAUDITED) AND OCTOBER 3, 2009

(In Thousands)

 

 

 

                                                                    ASSETS

 

 

July 3, 2010

October 3, 2009

 

  

CURRENT ASSETS:

 

 

 

 

 

   Cash and cash equivalents

$7,045

$4,580

   Prepaid income taxes

--

332

   Due from franchisees

    8

270

   Other receivables

102

94

   Inventories

2,540

1,933

   Prepaid expenses

1,036

980

   Deferred tax asset

       343

           338

 

 

   

          Total Current Assets

    11,074

      8,527

 

 

 

   Property and Equipment, Net

  22,169

    21,240

 

 

 

   Investment in Limited Partnership

        143

         140

 

 

 

OTHER ASSETS:

 

 

 

 

 

   Liquor licenses, net

470

345

   Deferred tax asset

850

830

   Leasehold purchases, net

1,500

1,644

   Other

       632

         753

 

 

 

          Total Other Assets

     3,452

     3,572

 

 

 

          Total Assets

  $ 36,838

$ 33,479

 

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 


FLANIGAN'S ENTERPRISES, INC, AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

JULY 3, 2010 (UNAUDITED) AND OCTOBER 3, 2009

 (In Thousands)

 

(Continued)

 

LIABILITIES AND STOCKHOLDERSí EQUITY

 

 

July 3, 2010

October 3, 2009

 

  

CURRENT LIABILITIES:

 

 

 

 

 

   Accounts payable and accrued expenses

$4,597

$3,756

   Income taxes payable

198

--

   Due to franchisees

    833

372

   Current portion of long term debt

521

681

   Current portion of re-financed line of credit

462

1,586

   Deferred revenues

11

21

   Deferred rent

        25

         24

 

 

   

          Total Current Liabilities

   6,647

    6,440

 

 

 

Long Term Debt, Net of Current Maturities

   _ 5,247

    4,533

Re-Financed Line of Credit, Net of Current

    Maturities   

   1,124

          --

Deferred Rent, Net of Current Portion

      187

       206

 

 

 

Commitments and Contingencies

 

 

 

 

 

Equity:

 

 

Flaniganís Enterprises, Inc. Stockholdersí    

   Equity

 

 

   Common stock, $.10 par value, 5,000,000      

   shares  authorized; 4,197,642 shares issued

420

420

  Capital in excess of par value

6,240

6,240

  Retained earnings

15,161

13,777

  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)

  Total Flaniganís Enterprises, Inc.    

     Stockholdersí equity

15,772

    14,394

  Noncontrolling interest         

      7,861

      7,906

     Total equity

    23,633

   22,300

 

 

 

     Total liabilities and equity     

  $ 36,838

$ 33,479

                

            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)

 

 

July 3, 2010

June 27, 2009

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

   Net income

$2,244

$1,722

 Adjustments to reconcile net income to net cash and                cash equivalents provided by operating activities:

 

 

    Depreciation and amortization

1,667

1,708

    Amortization of leasehold purchases

162

159

    Loss on abandonment of property and equipment

10

34

    Deferred income tax

(25)

(36)

    Deferred rent

(18)

2

    Income from unconsolidated limited partnership

(12)

(2)

    Recognition of deferred revenue      

(10)

(9)

    Changes in operating assets and liabilities:

       (increase) decrease in       

 

 

           Due from franchisees

--

223

           Other receivables                    

(13)

(24)

           Prepaid income taxes

332

(59)

           Inventories

(588)

22

           Prepaid expenses

353

615

           Other assets

38

(7)

       Increase (decrease) in:

 

 

           Accounts payable and accrued expenses           

841

54

           Income taxes payable

198

--

           Due to franchisees

        461

        278

 Net cash and cash equivalents provided by operating

       activities:         

     5,640

     4,680

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

      Collection on notes and mortgages receivable

14

11

      Purchase of property and equipment

(1,546)

(1,246)

      Deposit on property and equipment

--

(64)

      Proceeds from the sale of fixed assets

9

53

      Distributions from unconsolidated limited

         Partnerships

             9

             9

      Purchase of limited partnership interests

        (10)

            --

 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)

 

 

 

July 3, 2010

June 27, 2009

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

     Payment of long term debt

(750)

(800)

     Proceeds from line of credit

--

24

     Purchase of treasury stock

(6)

(87)

     Distributions to limited partnership

         minority partners

     (895)

     (879)

 

 

 

  Net cash and cash equivalents (used in)

    financing activities:

    (1,651)

    (1,742)

 

 

 

 

 

 

  Net Increase in Cash and Cash Equivalents

2,465

1,701

 

 

 

         Beginning of Period

     4,580

     3,244

 

 

 

         End of Period

$   7,045

$   4,945

 

 

 

Supplemental Disclosure for Cash Flow Information:

     Cash paid during period for:

 

 

         Interest              

$355

$332

         Income taxes

$104

$435

 

 

 

Supplemental Disclosure of Non-Cash Investing and           Financing Activities:   

 

 

Financing of insurance contracts

$409

$1,094

Purchase deposits transferred to property and equipment

$20

$292

Purchase of property in exchange for debt

$850

$--

Purchase of assets of franchised restaurant

$262

$--

Purchase of vehicle in exchange for debt

$45

$--

 

            See accompanying notes to unaudited condensed consolidated financial statements

 


FLANIGANíS ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

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