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

 

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended DecemberMarch 30, 20172019

 

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)

 

Florida59-0877638
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)
  
5059 N.E. 18th Avenue, Fort Lauderdale, Florida33334
(Address of principal executive offices)(Zip Code)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).

Yesý  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 “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer¨Accelerated filer¨Non-accelerated filer¨Smaller reporting companyý

Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Noý

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $.10 par valueBDLNYSE MKT

On February 13, 2018,May 14, 2019, 1,858,647 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 INFORMATION1
  
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME21
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS43
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS6
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS8
  
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS1315
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK2128
ITEM 4.  CONTROLS AND PROCEDURES2229
  
PART II. OTHER INFORMATION2330
  
ITEM 1.  LEGAL PROCEEDINGS2330
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS2331
ITEM 6. EXHIBITS23
31

SIGNATURES

LIST XBRL DOCUMENTS

 

 

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company” and “Flanigan’s” mean Flanigan's Enterprises, Inc. and its subsidiaries (unless the context indicates a different meaning).

 

 

Index 

PART I. FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

1 

Index 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

 

 

 ---------Thirteen Weeks Ended--------  Thirteen Weeks
Ended
 Twenty Six Weeks
Ended
 
 December 30, 2017  December 31, 2016  March
30, 2019
  March
31, 2018
  March
30, 2019
  March
31, 2018
 
        
REVENUES:                        
Restaurant food sales $17,272  $16,224  $18,219  $18,244  $35,047  $35,516 
Restaurant bar sales  5,484   5,061   5,745   5,641   11,068   11,125 
Package store sales  5,013   4,678   5,092   4,866   10,227   9,879 
Franchise related revenues  380   378   429   443   796   823 
Rental income  157   159   192   158   390   315 
Owner’s fee  38   38      37      75 
Other operating income  49   56   59   67   102   116 
  28,393   26,594   29,736   29,456   57,630   57,849 
                        
COSTS AND EXPENSES:                        
Cost of merchandise sold:                        
Restaurant and lounges  7,983   7,462   8,318   8,212   16,042   16,195 
Package goods  3,621   3,354   3,719   3,508   7,487   7,129 
Payroll and related costs  8,546   8,145   9,067   8,994   17,665   17,540 
Occupancy costs  1,486   1,350   1,504   1,404   3,014   2,890 
Selling, general and administrative expenses  5,170   4,810   5,238   4,826   10,877   9,996 
  26,806   25,121   27,846   26,944   55,085   53,750 
Income from Operations  1,587   1,473   1,890   2,512   2,545   4,099 
                        
OTHER INCOME (EXPENSE):                        
Interest expense  (176)  (133)  (181)  (196)  (366)  (372)
Interest and other income  10   41   13   17   26   27 
Insurance recovery, net of casualty loss        602    
  (166)  (92)  (168)  (179)  262   (345)
                        
Income before Provision for Income Taxes  1,421   1,381   1,722   2,333   2,807   3,754 
                        
Provision for Income Taxes  (465)  (280)  (257)  (448)  (344)  (913)
                        
Net Income  956   1,101   1,465   1,885   2,463   2,841 
                        
Less: Net income attributable to noncontrolling interests  (335)  (437)  (444)  (488)  (699)  (823)
                        
Net income attributable to stockholders $621  $664 
Net Income attributable to stockholders $1,021  $1,397  $1,764  $2,018 

See accompanying notes to unaudited condensed consolidated financial statements.

 

21 

Index 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

 

(Continued)

 

 

 ---------Thirteen Weeks Ended--------  Thirteen Weeks
Ended
 Twenty Six Weeks
Ended
 
 December 30, 2017  December 31, 2016  March
30, 2019
  March
31, 2018
  March
30, 2019
  March
31, 2018
 
      
Net Income Per Common Share:                        
Basic and Diluted $0.33  $0.36  $0.55  $0.75  $0.95  $1.09 
                        
Weighted Average Shares and Equivalent
Shares Outstanding
                        
Basic and Diluted  1,858,647   1,858,647   1,858,647   1,858,647   1,858,647   1,858,647 
                

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

32 

Index 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBERMARCH 30, 20172019 (UNAUDITED) AND SEPTEMBER 30, 201729, 2018

(in thousands)

 

 

 

ASSETS

 

 December 30, 2017  September 30, 2017  March 30, 2019  September 29, 2018 
      
CURRENT ASSETS:                
                
Cash and cash equivalents $15,422  $9,885  $13,473  $13,414 
Prepaid income taxes  43   67   272   257 
Other receivables  544   496   495   474 
Inventories  3,358   2,842   3,361   3,223 
Prepaid expenses  2,295   1,350   2,145   1,657 
                
Total Current Assets  21,662   14,640   19,746   19,025 
                
Property and Equipment, Net  41,951   42,178   46,278   42,350 
Construction in progress  1,047   527 
Construction in Progress  645   3,013 
  42,998   42,705   46,923   45,363 
                
Investment in Limited Partnership  241   237   239   251 
                
OTHER ASSETS:                
                
Liquor licenses  630   630   630   630 
Deferred tax assets  1,031   1,298 
Leasehold interests, net  508   538 
Deferred tax asset  309   612 
Leasehold purchases, net  356   417 
Other  474   461   471   967 
                
Total Other Assets  2,643   2,927   1,766   2,626 
                
Total Assets $67,544  $60,509  $68,674  $67,265 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

43 

Index 

FLANIGAN'S ENTERPRISES, INC,INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBERMARCH 30, 20172019 (UNAUDITED) AND SEPTEMBER 30, 201729, 2018

(in thousands)

 

(Continued)

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 December 30, 2017  September 30, 2017  March 30, 2019  September 29, 2018 
      
CURRENT LIABILITIES:                
                
Accounts payable and accrued expenses $10,114  $8,066  $9,024  $9,219 
Due to franchisees  1,968   1,781   2,625   2,054 
Current portion of long term debt  2,788   1,076   5,017   1,963 
Current portion of deferred rent  85   88 
Deferred rent  68   74 
                
Total Current Liabilities  14,955   11,011   16,734   13,310 
                
Long Term Debt, Net of Current Maturities  13,829   11,322   9,557   12,613 
                
Equity:                
Flanigan’s Enterprises, Inc. Stockholders’
Equity
                
Common stock, $.10 par value, 5,000,000
shares authorized; 4,197,642 shares issued
  420   420   420   420 
Capital in excess of par value  6,240   6,240   6,240   6,240 
Retained earnings  32,019   31,398   35,853   34,610 
Treasury stock, at cost, 2,338,995 shares
at December 30, 2017 and 2,338,995
shares at September 30, 2017
  (6,077)  (6,077)
Treasury stock, at cost, 2,338,995 shares
at March 30, 2019 and 2,338,995
shares at September 29, 2018
  (6,077)  (6,077)
Total Flanigan’s Enterprises, Inc.
stockholders’ equity
  32,602   31,981   36,436   35,193 
Noncontrolling interests  6,158   6,195 
Noncontrolling interest  5,947   6,149 
Total equity  38,760   38,176   42,383   41,342 
                
Total liabilities and equity $67,544  $60,509  $68,674  $67,265 

       

See accompanying notes to unaudited condensed consolidated financial statements.

Index

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE TWENTY SIX WEEKS ENDED MARCH 30, 2019 AND MARCH 31, 2018

        Capital in                
  Common Stock  Excess of  Retained  Treasury Stock  Noncontrolling    
  Shares  Amount  Par Value  Earnings  Shares  Amount  Interests  Total 
                         
Balance, September 29, 2018  4,197,642  $420  $6,240  $34,610   2,338,995  $(6,077) $6,149  $41,342 
                                 
Net income           743         255   998 
Distributions to noncontrolling interests                    (437)  (437)
                                 
Balance, December 29, 2018  4,197,642  $420  $6,240  $35,353   2,338,995  $(6,077) $5,967  $41,903 
                                 
Net income           1,021         444   1,465 
Distributions to noncontrolling interests                    (464)  (464)
Dividends paid           (521)           (521)
                                 
Balance, March 30, 2019  4,197,642  $420  $6,240  $35,853   2,338,995  $(6,077) $5,947  $42,383 

        Capital in                
  Common Stock  Excess of  Retained  Treasury Stock  Noncontrolling    
  Shares  Amount  Par Value  Earnings  Shares  Amount  Interests  Total 
Balance, September 30, 2017  4,197,642  $420  $6,240  $31,398   2,338,995  $(6,077) $6,195  $38,176 
                                 
Net income           621         335   956 
Distributions to noncontrolling interests                    (372)  (372)
                                 
Balance, December 30, 2017  4,197,642  $420  $6,240  $32,019   2,338,995  $(6,077) $6,158  $38,760 
                                 
Net income           1,397         488   1,885 
Distributions to noncontrolling interests                    (463)  (463)
Acquisition of minority interest                          (2)  (2)
Dividends paid           (465)           (465)
                                 
Balance, March 31, 2018  4,197,642  $420  $6,240  $32,951   2,338,995  $(6,077) $6,181  $39,715 

 

See accompanying notes to unaudited condensed consolidated financial statements.

Index 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THIRTEENTWENTY SIX WEEKS ENDED DECEMBERMARCH 30, 20172019 AND DecemberMARCH 31, 20162018

(in thousands)

 

 

 December 30,
2017
  December 31,
2016
  March 30, 2019  March 31, 2018 
          
CASH FLOWS FROM OPERATING ACTIVITIES:                
                
Net income $956  $1,101  $2,463  $2,841 
Adjustments to reconcile net income to net cash and
cash equivalents provided by operating activities:
                
Depreciation and amortization  656   631   1,403   1,311 
Amortization of leasehold interests  30   31   61   60 
Loss on abandonment of property and equipment  8   4 
Loss on sale or abandonment of property and equipment  49   15 
Insurance recovery, net of casualty loss  118    
Amortization of deferred loan costs  10   7   15   20 
Deferred income taxes  267   (129)
Deferred income tax  303   573 
Deferred rent  (3)  (4)  (6)  (7)
(Income) loss from unconsolidated limited
partnership
  (9)  (22)  (8)  (29)
Changes in operating assets and liabilities:
(increase) decrease in
                
Due from franchisees     (36)
Other receivables  (48)  7   111   (107)
Prepaid income taxes  24   180   (15)  (125)
Inventories  (516)  (229)  (291)  (216)
Prepaid expenses  374   388   830   608 
Other assets  1   (6)  (63)  2 
Increase (decrease) in:                
Accounts payable and accrued expenses  1,786   1,043   (472)  732 
Income taxes payable     66 
Due to franchisees  187   (297)  571   714 
Net cash and cash equivalents provided by operating
activities
  3,723   2,735   5,069   6,392 
                
CASH FLOWS FROM INVESTING ACTIVITIES:                
                
Purchases of property and equipment  (394)  (358)  (2,916)  (927)
Purchase of construction in progress  (520)  (373)
Purchase of construction in process  (584)  (848)
Deposits on property and equipment  (60)  (40)  (140)  (247)
Proceeds from sale of fixed assets  3    
Distributions from unconsolidated limited
partnership
  5   5 
Proceeds from sale of property and equipment  22   22 
Insurance recovery  1,068    
Distributions from unconsolidated limited
Partnership
  20   15 
Net cash and cash equivalents used in investing
activities
  (966)  (766)  (2,530)  (1,985)


See accompanying notes to unaudited condensed consolidated financial statements.

 

Index 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THIRTEENTWENTY SIX WEEKS ENDED DECEMBERMARCH 30, 20172019 AND DECEMBERMARCH 31, 20162018

(in thousands)

 

(Continued)

 

 December 30,
2017
 December 31,
2016
  March 30, 2019  March 31, 2018 
          
CASH FLOWS FROM FINANCING ACTIVITIES:                
                
Payment of long term debt  (348)  (326)  (1,308)  (993)
Deferred loan costs     (86)
Proceeds from long term debt  3,500   922 
Proceeds from long-term debt  250   3,500 
Dividends paid  (521)  (465)
Purchase of noncontrolling limited partnership
interests
     (2)
Distributions to limited partnerships’
noncontrolling interests
  (372)  (534)  (901)  (835)
                
Net cash and cash equivalents provided by (used in) financing activities  2,780   (24)  (2,480)  1,205 
                
                
Net Increase in Cash and Cash Equivalents  5,537   1,945   59   5,612 
                
Beginning of Period  9,885   10,174   13,414   9,885 
                
End of Period $15,422  $12,119  $13,473  $15,497 
                
Supplemental Disclosure for Cash Flow Information:
Cash paid during period for:
                
Interest $176  $133  $366  $372 
Income taxes $174  $163  $55  $174 
                
        
Supplemental Disclosure of Non-Cash Investing and
Financing Activities:
                
Financing of insurance contracts $1,057  $1,199  $1,041  $1,057 
Purchase deposits transferred to property and equipment $46  $88  $486  $73 
Purchase deposits transferred to CIP $213  $ 
CIP transferred to PP&E $3,165  $ 
Insurance recovery receivable $132  $ 

 

See accompanying notes to unaudited condensed consolidated financial statements

 

Index 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

DECEMBERMARCH 30, 20172019

 

 

(1) BASIS OF PRESENTATION:

 

The accompanying condensed consolidated financial information for the thirteen weeks ended DecemberMarch 30, 20172019 and DecemberMarch 31, 20162018 are unaudited. Financial information as of September 30, 201729, 2018 has been derived from the audited financial statements of the Company, but does not include all disclosures required by accounting principles generally accepted in the United States of America. 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 September 30, 2017.29, 2018. 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 eight 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 partners’ proportionate share of the net assets and results of operations of the eight limited partnerships.

 

These condensed consolidated financial statements include estimates relating to performance based officers’ 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 management’s knowledge of current events and actions it may take in the future, they may ultimately differ from actual results.

 

(2) EARNINGS PER SHARE:

 

We follow Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 260 - “Earnings per Share”. This section provides for the calculation of basic and diluted earnings per share. The data on Page 32 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.income. As of DecemberMarch 30, 20172019 and DecemberMarch 31, 2016,2018, no stock options were outstanding.

 

(3) RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

 

Adopted

 

In November 2015,May 2014, the FASBFinancial Accounting Standards Board (FASB) issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet ClassificationAccounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers,” (ASU 2014-09), which requires an entity to recognize the amount of Deferred Taxes. ASU 2015-17 requires that all deferred tax liabilities and tax assetsrevenue to which it expects to be classified as non-current in a classified balance sheet, rather than separating such deferred taxes into current and non-current amounts, as is required under current guidance. ASU 2015-17 isentitled for the transfer of promised goods or services to customers. The new standard was effective for fiscal years,interim and for interimannual periods within thosein fiscal years beginning after December 15, 2016 and may be applied2017. The standard permits the use of either prospectivelythe retrospective or retrospectively.cumulative effect transition method.The adoption of this new guidance did not have a material impact on our consolidated financial statements.

 

Index 

(3) RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

(Continued)

Issued

 

In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-15 “Classification of Certain Cash Receipts and Cash Payments”.  This ASU, which addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, “Statement of Cash Flows”, and other Topics. ASU 2016-15 isThe new standard was effective for interim and annual reporting periods and interim periods therein,in fiscal years beginning after December 15, 2017. We do not expect theThe adoption of this new guidance todid not have a material impact on our consolidated financial statements.

Issued

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes all existing guidance on accounting for leases in ASC Topic 840.  ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet.  ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income.  ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.years, which will require us to adopt these provisions in the first quarter of our fiscal year 2020.  Early adoption is permitted.  ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief.  We are currently assessingexpect the adoption dateof the new guidance will have a material impact on our consolidated balance sheets due to recognition of the right-of-use asset and the potentiallease liability related to our current operating leases. The process of evaluating the full impact of adopting ASU 2016-02 onthe new guidance of our financial statements and related disclosures.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers,” (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. The new standard was originally effective for interim and annual periods in fiscal years beginning after December 15, 2016. In July 2015, the FASB affirmed its proposal for a one year deferral of the effective date. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effectdisclosures is ongoing and we expect to have an estimate of the standard on its ongoing financial reporting.impact by the end of the third quarter of our fiscal year 2019.

 

(4) INVESTMENT IN REAL PROPERTY; OPTION TO LEASE AGREEMENT:

Pompano Beach, Florida

During the second quarter of our fiscal year 2019, we purchased from an unrelated third party the vacant real property (the “Property”), located at 2119 S.E. 9th Street, Pompano Beach, Florida for $1,300,000 cash at closing. The Property is adjacent to property owned by a third party unaffiliated with us and leased to another third party unaffiliated with us for use as a restaurant (the “Adjacent Property”). As a condition to closing on the Property, we executed an Option to Lease Agreement for the Adjacent Property, to lease the Adjacent Property for a 50 year term commencing either in November, 2019 or if the current tenant exercises a one time three year renewal option, November, 2022. We plan to renovate the building on the Adjacent Property for operation as a “Flanigan’s Seafood Bar and Grill” restaurant and use the Property as parking. To fund the cash at closing, we used cash on hand. We plan to raise funds to renovate this new restaurant location using our limited partnership ownership model.

(5) EXECUTION OF LEASES FOR NEW LOCATIONS:

Sunrise, Florida (“Flanigan’s Seafood Bar and Grill”)

On February 28, 2019, we entered into a Lease Agreement (the “Sunrise Lease Agreement”) with a non-affiliated third party to rent approximately 6,900 square feet of commercial space in Sunrise, Florida where, subject to certain conditions, we anticipate opening a new restaurant location. Subsequent to the end of the second quarter of our fiscal year 2019, we assigned the Sunrise Lease Agreement to a newly formed limited partnership in which we currently are (i) the sole general partner; and (ii) our wholly owned subsidiary is the sole limited partner. While there can be no assurances that we will be successful in doing so, we intend to sell limited partnership interests to third parties as well as affiliates of the Company in order to raise net proceeds, in an amount to be determined, which proceeds will be used to renovate this potential restaurant location. We anticipate that the new restaurant location’s ownership and operating structure will be substantially similar to that of our other restaurants owned by limited partnerships. Any amounts we advance to the limited partnership will be applied as a credit to limited partnership equity in the limited partnership we may acquire (which equity shall be purchased at the same price and upon the same terms as other equity investors). If we do not acquire equity in the limited partnership for at least $250,000, any excess amounts advanced by us will be reimbursed to us by the limited partnership without interest. Through May 14, 2019, we have advanced $63,000 to the limited partnership.

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(6) INCOME TAXES:

 

We account for our income taxes using FASB ASC Topic 740, “Income Taxes”, 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.

 

On December 22, 2017 the Tax Cuts and Jobs Act (“The Act”(the “Act”) was signed into law, reducing the corporate income tax rate to 21%.  Our accounting for the impact of Thethe Act is complete.  Consequently, we have recorded a decrease of approximately $268,000 to our net deferred tax asset, with a corresponding adjustment to deferred income tax expense for the thirteen weeks ended December 30, 2017.

 

(5)(7) DEBT:

 

(a) Revolving Credit Line/Term LoanMortgage on Real Property

During the first quarter of our fiscal year 2017,2019, we closed onborrowed the sum of $250,000 from a secured revolving line of credit from an unaffiliatedrelated third party lender which, subject to certain conditions, entitled us to borrow, from time to time through December 28, 2017, up to $5,500,000 (the “Credit Line”“$250,000 Loan”). From December 28, 2016 through December 28, 2017, we were obligated to pay interest only onThe proceeds of the outstanding balance$250,000 Loan are being used as working capital. Our repayment obligations under the Credit Line,$250,000 Loan are secured by a first mortgage on our quadraplex located at a1420 N.E. 50th Court, Fort Lauderdale, Florida 33334. The $250,000 Loan bears interest at the fixed rate of LIBOR, Daily Floating Rate, plus 2.25%,4.00% per annum. During the second quarter of our fiscal year 2017, we entered into an interest rate swap agreement to hedge the interest rate risk when the unpaid principal balance under the

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Credit Line converted to a term loan on December 28, 2017annum and our repayment obligations thereunder becomeis amortizable over a fivean eight (8) year period, payable in equalwith our current monthly installmentspayment of principal and interest at the rate of 4.65% per annum, with any outstandingtotaling $3,047. The entire principal balance and all accrued but unpaid interest are due on December 28, 2022, (the “Term Loan”). We granted our lender a first priority security interest in substantially all of our personal property assets to secure our repayment obligations under this loan. During the second quarter of our fiscal year 2017, we borrowed $2.0 million on the Credit Line and during the first quarter of our fiscal year 2018, we borrowed the balance of the Line of Credit, ($3.5 million). As of December 21, 2017, we had no credit available under the Credit Line and on December 28, 2017 the entire principal balance under the Credit Line ($5,500,000) converted to the Term Loan.

November 1, 2026.

(b) Financed Insurance Premiums

 

During the thirteentwenty six weeks ended DecemberMarch 30, 2017,2019, we financed the premiums on the following three (3) property and general liability insurance policies, totaling approximately $1.33$1.65 million, which property and general liability insurance includes coverage for our franchises which are not included in our consolidated financial statements:

 

(i)       For the policy year beginning December 30, 2017,2018, 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 $581,000,$620,000, of which $466,000$494,000 is financed through an unaffiliated third party lender (the “Third Party Lender”). The finance agreement obligates us to repay the amounts financed together with interest at the rate of 3.15%3.85% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of $47,000.$50,000. The finance agreement is secured by a first priority security interest in all insurance policies, all unearned premium, return premiums, dividend payments and loss payments thereof.

 

10 

Index

(ii)        For the policy year beginning December 30, 2017,2018, 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 $511,000,$521,000, of which $409,000$416,000 is financed through the Third Party Lender. The finance agreement obligates us to repay the amounts financed, together with interest at the rate of 3.15%3.85% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of $41,000.$42,000. The finance agreement is secured by a first priority security interest in all insurance policies, all unearned premium, return premiums, dividend payments and loss payments thereof.

 

(iii)       For the policy year beginning December 30, 2017,2018, our property insurance is a one (1) year policy. The one (1) year property insurance premium is in the amount of $564,000,$506,000, of which $453,000$385,000 is financed through the Third Party Lender. The finance agreement provides that we are obligated to repay the amounts financed, together with interest at the rate of 3.15%3.85% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of approximately $46,000.$39,000. The finance agreement is secured by a first priority security interest in all insurance policies, all unearned premium, return premiums, dividend payments and loss payments thereof.

 

As of DecemberMarch 30, 2017,2019, the aggregate principal balance owed from the financing of our property and general liability insurance policies is $1,057,000.$833,000.

 

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(6)(8) COMMITMENTS AND CONTINGENCIES:

 

Construction Contracts

 

a. 13205 Biscayne Boulevard, North Miami, Florida (Store #20)

On June 14, 2017, we entered into an agreement with a third party unaffiliated general contractor to renovate our restaurant located at 13205 Biscayne Boulevard, North Miami, Florida, (Store #20) for a total contract price of $880,000. The renovations include, but are not limited to the construction of a new kitchen and the expansion of the restaurant into our former package liquor store location. During the firstsecond quarter of our fiscal year 2018,2019, we agreed to change orders which had the effect of increasing the total contract price for the renovationrenovations to $1,080,000,$1,177,000, of which as of$933,000 has been paid. Subsequent to the end of the second quarter of our firstfiscal year 2019, we paid an additional $229,000 toward the total contract price, leaving a balance of $15,000.

During our fiscal year 2018, we entered into an agreement with a third party unaffiliated general contractor to renovate and add an outdoor patio area to the front of our restaurant located at 13205 Biscayne Boulevard, North Miami, Florida (Store #20) for a total contract price of $912,000. During the second quarter of our fiscal 2018,year 2019, we agreed to change orders which had the effect of decreasing the total contract price for the renovation to $880,000, of which we have paid $345,000.$777,000. Subsequent to the end of the second quarter of our fiscal year 2019, we paid an additional $98,000 toward the total contract price, leaving a balance of $5,000.

b. 2505 N. University Drive, Hollywood, Florida (Store #19)

 

During the first quarter of our fiscal year 2018, we entered into two agreements with a third party unaffiliated general contractor for design and development services for a total contract price of $127,000 (the “$127,000 Contract”) and $174,000 (the “$174,000 Contract”). The $127,000 Contract provides for design and development services for the construction of a new building (the “New Building”) on a parcel of real property which we own which is adjacent to the real property where our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida, (Store #19) operates.operated until it was closed in October 2018 due to damages caused by a fire. The $174,000 Contract provides for design and development services for the renovation of the existing building which currently houseshoused the combination package liquor store and restaurant.restaurant until it was closed in October 2018 due to damages caused by a fire. If we complete the construction of the New Building and as a result of the renovationfire, the rebuild of the existing building, (the “Rebuilt Building”), we currently plan to re-locate our package liquor store located at the property to the New Building and to operate the restaurant located at the property in the renovatedRebuilt Building. During our fiscal year 2019, we agreed to change orders which had the effect of increasing the total contract price for the $127,000 Contract to $138,000, and expanded existing building.during the second quarter of our fiscal year 2019, we paid the balance of the total contract price of the $127,000 Contract, in the amount of $25,000. During our fiscal year 2019, we also agreed to change orders which had the effect of increasing the total contract price for the $174,000 Contract to $187,000, and during the second quarter of our fiscal year 2019, we paid $46,000 as the final payment of the contract price of the $174,000 Contract, (of which a total of $157,000 was paid), which we cancelled during the first quarter of our fiscal year 2019 due to the building being damaged by fire.

 

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Subsequent to the end of the firstsecond quarter of our fiscal year 2018,2019, we entered into an agreement with a third party unaffiliated general contractor for site work to renovateconnect the real property where our combination package liquor store and add an outdoor patio arearestaurant located at 2505 N. University Drive, Hollywood, Florida, (Store #19) operated until it was closed in October 2018 due to damages caused by a fire to city sewer and for the construction of the new building on the adjacent parcel of real property for the operation of our package liquor store for $1,618,000.

Subsequent to the frontend of the second quarter of our fiscal year 2019, we also entered into an agreement with a third party unaffiliated architect for design and development services for the re-build of our restaurant located at 13205 Biscayne Boulevard, North Miami,2505 N. University Drive, Hollywood, Florida (Store #20)#19) for a total contract price of $912,000.$77,000, of which we paid $15,000.

 

c. 4 N. Federal Highway, Hallandale Beach, Florida (Store #31)

During the first quarter of our fiscal year 2019, we entered into an agreement with a third party unaffiliated design group for design and development services for a contract price of $356,000 (the “$356,000 Contract”). The $356,000 Contract provided for design and development services for the construction of two (2) new buildings on the real property which we own where our combination package liquor store and restaurant located at 4 N. Federal Highway, Hallandale Beach, Florida, (Store #31) operates. Our plan for the real property was to (i) demolish the building which currently houses our combination package liquor store and restaurant, (ii) build two new buildings, one of which will house our package liquor store and the other of which will house our restaurant; and (iii) enter into a ground lease with an existing retail tenant for a parcel of land which will not be improved by the two buildings. During the second quarter of our fiscal year 2019, we learned that our planned development of Store #31 would cause the loss of too many parking spaces, so we abandoned our development plans and terminated the $356,000 Contract. We paid $130,000 on account of the $356,000 Contract and owe no further amounts under the same.

d. 14301 W. Sunrise Boulevard, Sunrise, Florida (Store #85)

Subsequent to the end of the second quarter of our fiscal year 2019, we also entered into an agreement with a third party unaffiliated design group for design and development services of our new location at 14301 W. Sunrise Boulevard, Sunrise, Florida 33323 (Store #85) for a total contract price of $122,000, of which we paid $20,000.

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Litigation

From time to time, we are a defendant in litigation arising in the ordinary course of our business, including claims resulting from “slip and fall” accidents, dram shop claims, 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.

(7)   SUBSEQUENT EVENTS:(9) CASUALTY LOSS

 

Subsequent events have been evaluated through the date these condensed consolidated financial statements were issued .

Extension of Lease for Existing Location

Pinecrest, Florida

Subsequent to the end ofDuring the first quarter of our fiscal year 2018, the lease with an unrelated third party for the2019, our combination package liquor store and restaurant owned by our limited partnership located at 11415 S. Dixie Highway, Pinecrest,2505 N. University Drive, Hollywood, Florida (Store #13)#19) was extended through July 31, 2026, an additional period of approximately five (5) years beyond its current expiration date of May 31, 2021. The extended leasedamaged by a fire and was forced to close. Due to the damage caused by the fire, we determined that Store #19 should be demolished and rebuilt and as a result, the package liquor store and restaurant will be closed for our fiscal year 2019. We have insurance coverage of $1,975,000, in the aggregate, which our insurance carrier has agreed to pay. We sustained a loss of $1,373,000 on our building and business personal property, against which we received insurance proceeds of $1,200,000 resulting in a loss of $173,000. We had a gain of $775,000 on our business interruption coverage, which when netted against our loss of $173,000 on our building and business personal property produced a gain of $602,000. During the same termsfirst quarter of our fiscal year 2019, we received an advance of $600,000 against our insurance recovery and conditions, exceptduring the annual rent (base and estimated percentage rent) effective February 1, 2018 will increase by approximately 20%, with annual 3% increases onsecond quarter of our fiscal year 2019, we received the base rent thereafter commencing February 1, 2021.balance of our insurance recovery, less only $132,000 as depreciation against our business personal property until such time as it is replaced.

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(8)(10) 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 twenty six weeks ended DecemberMarch 30, 20172019 and DecemberMarch 31, 2016,2018, 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) 
  

Thirteen Weeks Ending

December 30, 2017

  

Thirteen Weeks Ending

December 31, 2016

 
Operating Revenues:        
   Restaurants $22,756  $21,285 
   Package stores  5,013   4,678 
   Other revenues  624   631 
      Total operating revenues $28,393  $26,594 
         
Income from Operations Reconciled to Income After
Income Taxes and Net Income Attributable to
Noncontrolling Interests
        
    Restaurants $1,957  $1,673 
    Package stores  282   361 
   2,239   2,034 
 Corporate expenses, net of other revenues  (652)  (561)
    Income from Operations  1,587   1,473 
    Interest expense  (176)  (133)
    Interest and Other income  10   41 
Income Before Provision for Income Taxes $1,421  $1,381 
    Provision for Income Taxes  (465)  (280)
Net Income  956   1,101 
Net Income Attributable to Noncontrolling Interests  (335)  (437)
Net Income Attributable to Flanigan’s Enterprises, Inc.  Stockholders $621  $664 
         
         
Depreciation and Amortization:        
   Restaurants $540  $504 
   Package stores  67   52 
   607   556 
   Corporate  79   106 
Total Depreciation and Amortization $686  $662 
         
Capital Expenditures:        
   Restaurants $823  $293 
   Package stores  82   372 
   905   665 
   Corporate  55   154 
Total Capital Expenditures $960  $819 
         

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  (in thousands) 
  

Thirteen Weeks
Ended

March 30, 2019

  

Thirteen Weeks
Ended

March 31, 2018

 
Operating Revenues:        
   Restaurants $23,964  $23,885 
   Package stores  5,092   4,866 
   Other revenues  680   705 
      Total operating revenues $29,736  $29,456 
         
Income from Operations Reconciled to Income After Income Taxes and Net Income Attributable to Noncontrolling Interests        
    Restaurants $2,435  $3,272 
    Package stores  283   344 
   2,718   3,616 
    Corporate expenses, net of other revenues  (828)  (1,104)
    Income from operations  1,890   2,512 
    Interest expense  (181)  (196)
    Interest and other income  13   17 
    Insurance recovery, net of casualty loss      
Income Before Provision for Income Taxes $1,722  $2,333 
     Provision for Income Taxes  (257)  (448)
Net Income  1,465   1,885 
Net Income Attributable to Noncontrolling Interests  (444)  (488)
Net Income Attributable to Flanigan’s Enterprises, Inc.        
   Stockholders $1,021  $1,397 
         
Depreciation and Amortization:        
   Restaurants $578  $536 
   Package stores  69   68 
   647   604 
   Corporate  97   81 
Total Depreciation and Amortization $744  $685 
         
Capital Expenditures:        
   Restaurants $1,010  $690 
   Package stores  87   41 
   1,097   731 
   Corporate  1,461   157 
Total Capital Expenditures $2,558  $888 

 

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 December 30, September 30,  Twenty Six Weeks
Ended
March 30, 2019
 Twenty Six Weeks
Ended
March 31, 2018
 
Operating Revenues:        
Restaurants $46,115  $46,641 
Package stores  10,227   9,879 
Other revenues  1,288   1,329 
Total operating revenues $57,630  $57,849 
 2017  2017         
Identifiable Assets:        
Income from Operations Reconciled to Income After Income Taxes and Net Income Attributable to Noncontrolling Interests        
Restaurants $3,822  $5,229 
Package stores  450   626 
  4,272   5,855 
Corporate expenses, net of other revenues  (1,727)  (1,756)
Income from Operations  2,545   4,099 
Interest expense  (366)  (372)
Interest and Other Income  26   27 
Insurance recovery, net of casualty loss  602    
Income Before Provision for Income Taxes $2,807  $3,754 
Provision for Income Taxes  (344)  (913)
Net Income  2,463   2,841 
Net Income Attributable to Noncontrolling Interests  (699)  (823)
Net Income Attributable to Flanigan’s Enterprises, Inc.        
Stockholders $1,764  $2,018 
        
Depreciation and Amortization:        
Restaurants $29,518  $28,089   1,135   1,076 
Package stores  10,308   9,684   135   135 
  39,826   37,773   1,270   1,211 
Corporate  27,718   22,736   194   160 
Consolidated Totals $67,544  $60,509 
Total Depreciation and Amortization $1,464  $1,371 
        
Capital Expenditures:        
Restaurants $2,351  $1,513 
Package stores  165   123 
  2,516   1,636 
Corporate  1,683   212 
Total Capital Expenditures $4,199  $1,848 
        

  March 30,  September 29, 
  2019  2018 
Identifiable Assets:        
   Restaurants $31,451  $30,963 
   Package store  10,107   10,127 
   41,558   41,090 
   Corporate  27,116   26,175 
Consolidated Totals $68,674  $67,265 

(11)       SUBSEQUENT EVENTS:

Subsequent events have been evaluated through the date these condensed consolidated financial statements were issued and except as disclosed herein, no events required disclosure.

 

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

 

Reported financial results may not be indicative of the financial results of future periods. All non-historical information contained in the following discussion constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipates, appears, expects, trends, intends, hopes, plans, believes, seeks, estimates, may, will,” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve a number of risks and uncertainties, including but not limited to customer demand and competitive conditions. Factors that could cause actual results to differ materially are included in, but not limited to, those identified in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Annual Report on our Form 10-K for the fiscal year ended September 30, 201729, 2018 and in this Quarterly Report on Form 10-Q. We undertake 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.

 

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OVERVIEW

 

At DecemberAs of March 30, 2017, we2019, Flanigan’s Enterprises, Inc., a Florida corporation, together with its subsidiaries, (i) operatedoperates 26 units, (excluding the adult entertainment club referenced in (ii) below), consisting of restaurants, package liquor stores and combination restaurants/package liquor stores that we either own or have operational control over and partial ownership in; and (ii) own but do not operate one adult entertainment club; and (iii) franchisefranchises an additional five units, consisting of two restaurants (one restaurant of which we operate), and three combination restaurants/package liquor stores. The foregoing excludes an adult entertainment club which we owned but did not operate and which was permanently closed on September 20, 2018 when a Federal Court upheld recently enacted local legislation which prohibited the operation of the club as then operated. The table below provides information concerning the type (i.e. restaurant, package liquor 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 DecemberMarch 30, 20172019 and as compared to DecemberMarch 31, 20162018 and September 30, 2017.29, 2018. With the exception of “The Whale’s Rib”, a restaurant we operate but do not own, all of the restaurants operate under our service mark “Flanigan’s Seafood Bar and Grill” and all of the package liquor stores operate under our service mark “Big Daddy’s Liquors”.

 

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Types of UnitsDecember 30,
2017

September 30,

2017

 

December 31,
2016
 March 30, 2019

September 29,

2018

 

March 31,
2018
 

Company Owned:

Combination package and restaurant

 

3

 

4

 (1)

 

3

 

(1)

Restaurant only76(1)7 
Package store only65(1)6 
   
Company Operated Restaurants Only:   
Limited Partnerships8 8 
Franchise1 1 
Unrelated Third Party1 1 
   
Company Owned Club:1 -1(2)
   
Total Company Owned/Operated Units2726 2627 
Franchised Units5(2)5(3)

Notes:

(1) During the thirdfirst quarter of our fiscal year 2017, we re-located the package liquor store from2019, our combination package liquor store and restaurant located at 13205 Biscayne Boulevard, North Miami,2505 N. University Drive, Hollywood, Florida (Store #19) was damaged by a fire which caused it to be closed during the first and second quarters of our newly constructed, free-standing building located at 13185 Biscayne Boulevard, North Miami, Florida.fiscal year 2019. Revenues and expenses from Store #19 for the first two (2) days of the first quarter of our fiscal year 2019, except payroll, are immaterial.

(2) During the fourth quarter of our fiscal year 2018, the adult entertainment club which we owned but did not operate was closed permanently when a Federal Court upheld recently enacted local legislation which prohibited the operation of the club as then operated.

(3)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 “Flanigan’s Seafood Bar and Grill” and “Big Daddy’s Liquors”, 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 store 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.

 

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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 ownedmanaged and controlled 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.method of accounting. In general, until the investors’ 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 DecemberMarch 30, 2017,2019, limited partnerships owning six (6)eight (8) restaurants, (Surfside, Florida, Kendall, Florida, West Miami, Florida, Pinecrest, Florida, Wellington, Florida, Miami, Florida, Pembroke Pines, Florida and Miami,Davie, 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 receipt of distributable amounts from the limited partnerships, we receive from the limited partnerships a fee equal to 3% of gross sales for use of theour service mark “Flanigan’s Seafood Bar and Grill”.

 

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RESULTS OF OPERATIONS

  -----------------------Thirteen Weeks Ended----------------------- 
  March 30, 2019  March 31, 2018 
  Amount
(In thousands)
  Percent  Amount
(In thousands)
  Percent 
Restaurant food sales $18,219   62.70  $18,244   63.46 
Restaurant bar sales  5,745   19.77   5,641   19.62 
Package store sales  5,092   17.53   4,866   16.92 
                 
Total Sales $29,056   100.00  $28,751   100.00 
                 
Franchise related revenues  429       443     
Rental income  192       158     
Owner’s fee         37     
Other operating income  59       67     
                 
Total Revenue $29,736      $29,456     

 

 -----------------------Thirteen Weeks Ended-----------------------  -----------------------Twenty Six Weeks Ended----------------------- 
 December 30, 2017  December 31, 2016  March 30, 2019 March 31, 2018 
 

Amount

(In thousands)

 

 

Percent

 

Amount

(In thousands)

 

 

Percent

  Amount
(In thousands)
 Percent Amount
(In thousands)
 Percent 
Restaurant food sales $17,272   62.20  $16,224   62.49  $35,047   62.20  $35,516   62.84 
Restaurant bar sales  5,484   19.75   5,061   19.49   11,068   19.64   11,125   19.68 
Package store sales  5,013   18.05   4,678   18.02   10,227   18.16   9,879   17.48 
                                
Total Sales $27,769   100.00  $25,963   100.00  $56,342   100.00  $56,520   100.00 
                                
Franchise related revenues  380       378       796       823     
Rental income  390       315     
Owner’s fee  38       38              75     
Rental income  157       159     
Other operating income  49       56       102       116     
                                
Total Revenue $28,393      $26,594      $57,630      $57,849     

 

17 

Index

Comparison of Thirteen Weeks Ended DecemberMarch 30, 20172019 and DecemberMarch 31, 2016.2018.

 

Revenues.Total revenue for the thirteen weeks ended DecemberMarch 30, 20172019 increased $1,799,000$280,000 or 6.76%0.95% to $28,393,000$29,736,000 from $26,594,000$29,456,000 for the thirteen weeks ended DecemberMarch 31, 20162018 due primarily to increased menu pricesrestaurant traffic and notwithstanding the loss of revenue from our combination restaurant/package liquor store located at 2505 N. University Drive, Hollywood, Florida (Store #19), which was closed for the thirteen weeks ended March 30, 2019 due to a lesser extentfire on October 2, 2018, (the “Store #19 Closure”). Revenue generated from operations at our Store #19 was $1,346,000 for the thirteen weeks ended March 31, 2018. We expect revenue to remain stable throughout the balance of our fiscal year 2019 due to increased restaurant traffic. Effective September 3, 2017 we increased certain menu pricestraffic, offset by the loss of revenue resulting from the Store #19 Closure. We currently anticipate that our Store #19 will be closed for at least the remainder of our bar offerings to target an increase to our total bar revenues of approximately 4.9% annually and effective September 16, 2017 we increased certain menu prices for our food offerings to target an increase to our total food revenues of approximately 4.0% annually, (the “Price Increases”). Previously, in February 2016, we had increased prices targeting to increase revenue from (i) our bar offerings by 3.0%; and (ii) our food offerings by 3.7% annually.fiscal year 2019.

 

Restaurant Food Sales.Restaurant revenue generated from the sale of food, including non-alcoholic beverages, at restaurants (food sales) totaled $17,272,000$18,219,000 for the thirteen weeks ended DecemberMarch 30, 20172019 as compared to $16,224,000$18,244,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. The increasedecrease in restaurant revenue from the sale of food at restaurants during the thirteen weeks ended DecemberMarch 30, 20172019 is primarily due tothe Price Increases and to a lesser extent loss of revenue resulting from the Store #19 Closure, offset byincreased restaurant traffic. traffic. Restaurant revenue from the sale of food at our Store #19 was $892,000 for the thirteen weeks ended March 31, 2018.Comparable weekly restaurant food sales (for restaurants open for all of the firstsecond quarter of our fiscal year 2019 and the second quarter of our fiscal year 2018, and the first quarter of our fiscal year 2017, which consists of tennine restaurants owned by us, (excluding Store #19which was closed for the thirteen weeks ended March 30, 2019)and eight restaurants owned by affiliated limited partnerships) was $1,329,000$1,401,000 and $1,248,000$1,335,000 for the thirteen weeks ended DecemberMarch 30, 20172019 and DecemberMarch 31, 2016,2018, respectively, an increase of 6.49%4.94%. Comparable weekly restaurant food sales for Company owned restaurants only was $700,000$720,000 and $651,000$685,000 for the firstsecond quarter of our fiscal year 2019 and the second quarter of our fiscal year 2018, and the first quarter of our fiscal year 2017, respectively, an increase of 7.53%5.11%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only was $629,000$681,000 and $597,000$650,000 for the firstsecond quarter of our fiscal year 2019 and the second quarter of our fiscal year 2018, andrespectively, an increase of 4.84%.We expect restaurant revenue generated from food sales, including non-alcoholic beverages, at restaurants to remain stable throughout the first quarterbalance of our fiscal year 2017, respectively, an increase2019 due to the loss of 5.36%.food sales resulting from the Store #19 Closure.

 

15 

Index

Restaurant Bar Sales. Restaurant revenue generated from the sale of alcoholic beverages at restaurants (bar sales) totaled $5,484,000$5,745,000 for the thirteen weeks ended DecemberMarch 30, 20172019 as compared to $5,061,000$5,641,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. The increase in restaurant revenue from the sale of alcoholic beverages at restaurants during the thirteen weeks ended DecemberMarch 30, 20172019 is primarily due to the Price Increases and to a lesser extent increased restaurant traffic. traffic, offset by theloss of revenue resulting from the Store #19 Closure. Restaurant revenue from the bar sales at our Store #19 was $190,000 for the thirteen weeks ended March 31, 2018.Comparable weekly restaurant bar sales (for restaurants open for all of the firstsecond quarter of our fiscal year 2019 and the second quarter of our fiscal year 2018, and the first quarter of our fiscal year 2017, which consists of tennine restaurants owned by us, (excluding Store #19which was closed for the thirteen weeks ended March 30, 2019),and eight restaurants owned by affiliated limited partnerships) was $422,000$442,000 for the thirteen weeks ended DecemberMarch 30, 20172019 and $389,000$423,000 for the thirteen weeks ended December 30, 2017,March 31, 2018, an increase of 8.48%4.49%. Comparable weekly restaurant bar sales for Company owned restaurants only was $200,000$205,000 and $184,000$195,000 for the firstsecond quarter of our fiscal year 2019 and the second quarter of our fiscal year 2018, and the first quarter of our fiscal year 2017, respectively, an increase of 8.79%5.13%. Comparable weekly restaurant bar sales for affiliated limited partnership owned restaurants only was $222,000$237,000 and $205,000$228,000 for the firstsecond quarter of our fiscal year 2019 and the second quarter of our fiscal year 2018, andrespectively, an increase of 3.95%.We expect restaurant revenue generated from bar sales to remain stable throughout the first quarterbalance of our fiscal year 2017, respectively, an increase2019 due to increased restaurant traffic, offset by the loss of 8.29%.bar sales resulting from the Store #19 Closure.

 

18 

Index

Package Store Sales. Revenue generated from sales of liquor and related items at package liquor stores totaled $5,013,000$5,092,000 for the thirteen weeks ended DecemberMarch 30, 20172019 as compared to $4,678,000$4,866,000 for the thirteen weeks ended DecemberMarch 31, 2016,2018, an increase of $335,000.$226,000. This increase was primarily due to increased package liquor store traffic.traffic, offset by the loss of revenue generated from sales of liquor and related items at Store #19, due to the Store #19 Closure. Revenue generated from sales of liquor and related items at our Store #19 was $264,000 for the thirteen weeks ended March 31, 2018. The weekly average of same store package liquor store sales, which includes all nine (9)eight (8) Company owned package liquor stores, (excluding Store #19, which was $386,000closed for the thirteen weeks ended DecemberMarch 30, 2017 as compared to $360,0002019), was $392,000 for the thirteen weeks ended DecemberMarch 30, 2019 as compared to $354,000 for the thirteen weeks ended March 31, 2016,2018, an increase of 7.22%10.73%. We expect package liquor store sales to remain stableincrease throughout the balance of our fiscal year 2018.2019 due to increased package liquor store traffic, offset by the loss of revenue generated from sales of liquor and related items resulting from the Store #19 Closure.

 

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 DecemberMarch 30, 20172019 increased $1,685,000$902,000 or 6.71%3.35% to $26,806,000$27,846,000 from $25,121,000$26,944,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. The increase was primarily due to an expected general increase in food costs, offset by a reduction of operating costs and expenses at Store #19 due to the Store #19 Closure and actions taken by management to reduce and/or control costs. Operating costs and expenses.expenses at our Store #19 were $529,000 for the thirteen weeks ended March 31, 2018. We anticipate that our operating costs and expenses will continue to increase through our fiscal year 20182019 for the same reasons. Operating costs and expenses decreasedincreased as a percentage of total salesrevenue to approximately 94.41%93.64% in the firstsecond quarter of our fiscal year 20182019 from 94.46%92.36% in the firstsecond quarter of our fiscal year 2017.2018.

 

Gross Profit. Gross profit is calculated by subtracting the cost of merchandise sold from sales.

 

Restaurant Food Sales and Bar Sales. Gross profit for food sales and bar sales for the thirteen weeks ended DecemberMarch 30, 2017 increased2019 decreased to $14,773,000$15,646,000 from $13,823,000$15,673,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. Our gross profit margin for restaurant food sales and bar sales (calculated as gross profit reflected as a percentage of restaurant food sales and bar sales), was 64.92%65.29% for the thirteen weeks ended DecemberMarch 30, 20172019 and 64.94%65.62% for the thirteen weeks ended DecemberMarch 31, 2016. Our gross profit margin for restaurant food and bar sales for the thirteen weeks ended December 30, 2017 was virtually equal to that for the thirteen weeks ended December 31, 2016 due to the Price Increases.2018. We anticipate that our gross profit for restaurant food and bar sales will increasedecrease during our fiscal year 20182019 due to Price Increases, offset partially by higher food costs.

 

Package Store Sales. Gross profit for package store sales for the thirteen weeks ended DecemberMarch 30, 20172019 increased to $1,392,000$1,373,000 from $1,324,000$1,358,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. Our gross profit margin, (calculated as gross profit reflected as a percentage of package liquor store sales), for package liquor store sales was 27.77%26.96% for the thirteen weeks ended DecemberMarch 30, 20172019 and 28.30%27.91% for the thirteen weeks ended DecemberMarch 31, 2016.2018. We anticipate that the gross profit margin for package store merchandise will decrease during our fiscal year 20182019 due to a reduction inanticipated lower pricing of certain package store merchandise in order for us to be morestay competitive.

16 

Index

Payroll and Related Costs. Payroll and related costs for the thirteen weeks ended DecemberMarch 30, 20172019 increased $401,000$73,000 or 4.92%0.81% to $8,546,000$9,067,000 from $8,145,000$8,994,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. Higher payroll and related costs for the thirteen weeks ended DecemberMarch 30, 20172019 were primarily due to higher restaurant sales, which require additional payroll and related costs for employees such as cooks, bartenders and servers. servers, offset by a decrease in payroll and related costs of $657,000at Store #19 due to the Store #19 Closure.Payroll and related costs as a percentage of total salesrevenue was 30.10%30.49% in the firstsecond quarter of our fiscal year 20182019 and 30.63%30.82% of total sales in the firstsecond quarter of our fiscal year 2017.2018.

 

19 

Index

Occupancy Costs. Occupancy costs (consisting of rent, common area maintenance, repairs, real property taxes and amortization of leasehold purchases) for the thirteen weeks ended DecemberMarch 30, 20172019 increased $136,000$100,000 or 10.07%7.12% to $1,486,000$1,504,000 from $1,350,000$1,404,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. We anticipate that our occupancy costs will remain stable throughout the balance of our fiscal year 2018.2019.

 

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 DecemberMarch 30, 20172019 increased $360,000$412,000 or 7.48%8.54% to $5,170,000$5,238,000 from $4,810,000$4,826,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. Selling, general and administrative expenses increased as a percentage of total salesrevenue in the firstsecond quarter of our fiscal year 20182019 to approximately 18.21%17.61% as compared to 18.09%16.38% in the firstsecond quarter of our fiscal year 2017.2018. We anticipate that our selling, general and administrative expenses will increase throughout the balance of our fiscal year 20182019 due primarily to increases across all categories.

 

Depreciation and Amortization. Depreciation and amortization expense for the thirteen weeks ended DecemberMarch 30, 20172019 increased $24,000$59,000 or 3.63%8.61% to $686,000$744,000 from $662,000 for$685,000 from the thirteen weeks ended DecemberMarch 31, 2016.2018. As a percentage of total revenue, depreciation and amortization expense was 2.42% of revenue for the thirteen weeks ended December 30, 2017 and 2.49%2.50% of revenue in the thirteen weeks ended DecemberMarch 30, 2019 and 2.33% of revenue in the thirteen weeks ended March 31, 2016.2018.

Interest Expense, Net. Interest expense, net, for the thirteen weeks ended DecemberMarch 30, 2017 increased $43,0002019 decreased $15,000 to $176,000$181,000 from $133,000$196,000 for the thirteen weeks ended DecemberMarch 31, 2016. The increase in interest expense, net, for the thirteen weeks ended December 30, 2017 is due to the re-financing of the office and warehouse and the $2 million borrowed on our Credit Line during the second quarter of our fiscal year 2017. We anticipate that interest expense will increase throughout the balance of our fiscal year 2018 due primarily to our borrowing of the available balance on our Credit Line ($3.5 million for a total amount borrowed on the Credit Line of $5.5 million) during the first quarter of our fiscal year 2018.

 

Income Taxes. Income taxes for the thirteen weeks ended DecemberMarch 30, 20172019 was $465,000$257,000 and $280,000$448,000 for the thirteen weeks ended DecemberMarch 31, 2016. Income taxes increased during the thirteen weeks ended December 30, 2017 due to a reduction of $268,000 to our deferred tax asset previously recorded due to the corporate tax rate reduction, which reduction is a part of the current tax expense.2018.

 

Net Income. Net income for the thirteen weeks ended DecemberMarch 30, 20172019 decreased $145,000$418,000 or 13.17%22.18% to $956,000$1,465,000 from $1,101,000$1,885,000 for the thirteen weeks ended DecemberMarch 31, 2016.2018. Net income for the thirteen weeks ended DecemberMarch 30, 20172019 decreased when compared to the thirteen weeks ended DecemberMarch 31, 20162018 primarily due to a net loss of $18,000 from Store #19 resulting from the Store #19 Closure and by higher food costs and overall expenses, offset by higher restaurant traffic. During the thirteen weeks ended March 31, 2018, the net income from Store #19 was $233,000. As a percentage of sales, net income for the second quarter of our fiscal year 2019 is 4.93%, as compared to 6.40% in the second quarter of our fiscal year 2018. For the balance of our fiscal year 2019, our net income will be adversely affected by a loss of net income from Store #19 resulting from the Store #19 Closure, which location will remain closed through at least the end of our fiscal year 2019 and we do not anticipate we will be receiving any further insurance proceeds from the Store #19 Closure, other than $132,000 in depreciation insurance recovery which we have yet to receive.

Net Income Attributable to Stockholders. Net income attributable to stockholders for the thirteen weeks ended March 30, 2019 decreased $374,000 or 26.77% to $1,021,000 from $1,397,000 for the thirteen weeks ended March 31, 2018. Net income for the thirteen weeks ended March 30, 2019 decreased when compared to the thirteen weeks ended March 31, 2018 primarily due to a net loss of $18,000 from Store #19 resulting from the Store #19 Closure and by higher food costs and overall expenses, offset by higher restaurant traffic. During the thirteen weeks ended March 31, 2018, the net income from Store #19 was $233,000. As a percentage of revenue, net income attributable to stockholders for the thirteen weeks ended March 30, 2019 is 3.43%, as compared to 4.74% for the thirteen weeks ended March 31, 2018. For the balance of our fiscal year 2019, our net income attributable to stockholders will be adversely affected by a loss of net income from Store #19 resulting from the Store #19 Closure, which location will remain closed through at least the end of our fiscal year 2019 and we do not anticipate we will be receiving any further insurance proceeds from the Store #19 Closure, other than $132,000 in depreciation insurance recovery which we have yet to receive.

20 

Index

Comparison of Twenty Six Weeks Ended March 30, 2019 and March 31, 2018.

Revenues.Total revenue for the twenty-six weeks ended March 30, 2019 decreased $219,000 or 0.38% to $57,630,000 from $57,849,000 for the twenty-six weeks ended March 31, 2018 due primarily to the loss of revenue resulting from the Store #19 Closure, offset by increased restaurant traffic. We anticipate that Store #19 will remain closed through at least the end of our fiscal year 2019 and do not anticipate we will receive any insurance proceeds from the Store #19 Closure. Revenue generated from operations at Store #19 was $2,697,000 for the twenty-six weeks ended March 31, 2018. We expect total revenue to remain stable throughout the balance of our fiscal year 2019 due to the loss of revenue generated from our Store #19, due to the Store #19 Closure.

Restaurant Food Sales.Restaurant revenue generated from the sale of food, including non-alcoholic beverages, at restaurants (food sales) totaled $35,047,000 for the twenty-six weeks ended March 30, 2019 as compared to $35,516,000 for the thirteen weeks ended March 31, 2018. The decrease in restaurant revenue from food sales during the twenty-six weeks ended March 30, 2019 is primarily due tothe loss of food sales at Store #19 resulting from the Store #19 Closure, offset byincreased restaurant traffic. Restaurant revenue from the sale of food at our Store #19 was $1,747,000 for the twenty-six weeks ended March 31, 2018.Comparable weekly restaurant food sales (for restaurants open for all of the first and second quarters of our fiscal year 2019 and 2018, which consists of nine restaurants owned by us, (excluding Store #19which was closed for the twenty-six weeks ended March 30, 2019)and eight restaurants owned by affiliated limited partnerships) was $1,348,000 and $1,298,000 for the twenty-six weeks ended March 30, 2019 and March 31, 2018, respectively, an increase of 3.85%. Comparable weekly restaurant food sales for Company owned restaurants only was $681,000 and $659,000 for the first and second quarters of our fiscal years 2019 and 2018, respectively, an increase of 3.34%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only was $667,000 and $639,000 for the first and second quarters of our fiscal years 2019 and 2018, respectively, an increase of 4.38%.We expect restaurant revenue generated from food sales, including non-alcoholic beverages, at restaurants to remain stable throughout the balance of our fiscal year 2019 due to the loss of food sales at Store #19 resulting from the Store #19 Closure.

Restaurant Bar Sales. Restaurant revenue generated from the sale of alcoholic beverages at restaurants (bar sales) totaled $11,068,000 for the twenty-six weeks ended March 30, 2019 as compared to $11,125,000 for the twenty-six weeks ended March 31, 2018. The decrease in restaurant revenue from bar sales during the twenty-six weeks ended March 30, 2019 is primarily due tothe loss of bar sales at Store #19 resulting from the Store #19 Closure, offset by increased restaurant traffic. Restaurant revenue from the bar sales at Store #19 was $374,000 for the twenty-six weeks ended March 31, 2018.Comparable weekly restaurant bar sales (for restaurants open for all of the first and second quarters of our fiscal years 2019 and 2018, respectively, which consists of nine restaurants owned by us, (excluding Store #19which was closed for the twenty-six weeks ended March 30, 2019)and eight restaurants owned by affiliated limited partnerships) was $426,000 for the twenty-six weeks ended March 30, 2019 and $413,000 for the twenty-six weeks ended March 31, 2018, an increase of 3.15%. Comparable weekly restaurant bar sales for Company owned restaurants only was $194,000 and $190,000 for the first and second quarters of our fiscal years 2018 and 2019, respectively, an increase of 2.11%. Comparable weekly restaurant bar sales for affiliated limited partnership owned restaurants only was $232,000 and $223,000 for the first and second quarters of our fiscal year 2019 and 2018, respectively, an increase of 4.04%.We expect restaurant revenue generated from bar sales to remain stable throughout the balance of our fiscal year 2019 due to the loss of bar sales at Store #19 resulting from the Store #19 Closure.

21 

Index

Package Store Sales. Revenue generated from sales of liquor and related items at package liquor stores totaled $10,227,000 for the twenty-six weeks ended March 30, 2019 as compared to $9,879,000 for the twenty-six weeks ended March 31, 2018, an increase of $348,000. This increase was primarily due to increased package liquor store traffic, offset by the loss of revenue generated from sales of liquor and related items at Store #19 resulting from the Store #19 Closure. Revenue generated from sales of liquor and related items at Store #19 was $576,000 for the twenty-six weeks ended March 31, 2018. The weekly average of same store package liquor store sales, which includes eight (8) Company owned package liquor stores, (excluding Store #19, which was closed for the twenty-six weeks ended March 30, 2019), was $393,000 for the twenty-six weeks ended March 30, 2019 as compared to $358,000 for the twenty-six weeks ended March 31, 2018, an increase of 9.78%. We expect package liquor store sales to increase throughout the balance of our fiscal year 2019 due to increased package liquor store traffic, offset by the loss of revenue generated from sales of liquor and related items at Store #19 resulting from the Store #19 Closure.

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 twenty-six weeks ended March 30, 2019 increased $1,335,000 or 2.48% to $55,085,000 from $53,750,000 for the twenty-six weeks ended March 31, 2018. The increase was primarily due to an expected general increase in food costs, offset by a reduction of operating costs and expenses at Store #19, which was closed for the twenty-six weeks ended March 30, 2019 due to the Store #19 Closure and actions taken by management to reduce and/or control costs. Operating costs and expenses at Store #19 were $1,088,000 for the twenty-six weeks ended March 31, 2018. We anticipate that our operating costs and expenses will continue to increase through our fiscal year 2019 for the same reasons. Operating costs and expenses increased as a percentage of total revenue to approximately 95.85% for the twenty-six weeks of our fiscal year 2019 from 92.91% for the twenty-six weeks of our fiscal year 2018.

Gross Profit. Gross profit is calculated by subtracting the cost of merchandise sold from sales.

Restaurant Food Sales and Bar Sales. Gross profit for food sales and bar sales for the twenty six weeks ended March 30, 2019 decreased to $30,073,000 from $30,446,000 for the twenty six weeks ended March 31, 2018. Our gross profit margin for food sales and bar sales (calculated as gross profit reflected as a percentage of restaurant food sales and bar sales), was 65.21% for the twenty six weeks ended March 30, 2019 and 65.28% for the twenty six weeks ended March 31, 2018. We anticipate that our gross profit for restaurant food and bar sales will decrease during our fiscal year 2019 due to higher food costs.

Package Store Sales. Gross profit for package store sales for the twenty six weeks ended March 30, 2019 decreased to $2,741,000 from $2,750,000 for the twenty six weeks ended March 31, 2018. Our gross profit margin, (calculated as gross profit reflected as a percentage of package liquor store sales), for package liquor store sales was 26.80% for the twenty six weeks ended March 30, 2019 and 27.84% for the twenty six weeks ended March 31, 2018. We anticipate that the gross profit margin for package store sales will decrease during our fiscal year 2019 due to anticipated lower pricing of certain package store merchandise undertaken in order for us to stay competitive.

Payroll and Related Costs. Payroll and related costs for the twenty six weeks ended March 30, 2019 increased $125,000 or 0.71% to $17,665,000 from $17,540,000 for the twenty six weeks ended March 31, 2018. Higher payroll and related costs for the twenty six weeks ended March 30, 2019 were primarily due to higher restaurant sales, which require additional payroll and related costs for employees such as cooks, bartenders and servers, offset by a decrease in payroll and related costs of $730,000at Store #19, which was closed for substantially all of the twenty-six weeks ended March 30, 2019 due to the Store #19 Closure.Payroll and related costs as a percentage of total revenue was 30.65% for the twenty-six weeks ended March 30, 2019 and 30.32% of total revenue for the twenty-six weeks ended March 31, 2018.

22 

Index

Occupancy Costs. Occupancy costs (consisting of rent, common area maintenance, repairs, real property taxes and amortization of leasehold purchases) for the twenty six weeks ended March 30, 2019 increased $124,000 or 4.29% to $3,014,000 from $2,890,000 for the twenty six weeks ended March 31, 2018. We anticipate that our occupancy costs will remain stable throughout the balance of our fiscal year 2019.

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 twenty six weeks ended March 30, 2019 increased $881,000 or 8.81% to $10,877,000 from $9,996,000 for the twenty six weeks ended March 31, 2018. Selling, general and administrative expenses increased as a percentage of total revenue for the twenty six weeks ended March 30, 2019 to 18.87% as compared to 17.28% for the twenty six weeks ended March 31, 2019. We anticipate that our selling, general and administrative expenses will increase throughout the balance of our fiscal year 2019 due primarily to increases across all categories.

Depreciation and Amortization. Depreciation and amortization expense for the twenty six weeks ended March 30, 2019 increased $93,000 or 6.78% to $1,464,000 from $1,371,000 from the twenty six weeks ended March 31, 2018. As a percentage of total revenue, depreciation and amortization expense was 2.54% of revenue in the twenty six weeks ended March 30, 2019 and 2.37% of revenue in the twenty six weeks ended March 31, 2018.

Interest Expense, Net. Interest expense, net, for the twenty six weeks ended March 30, 2019 decreased $6,000 to $366,000 from $372,000 for the twenty six weeks ended March 31, 2018.

Income Taxes. Income taxes for the twenty six weeks ended March 30, 2019 was $343,000 and $913,000 for the twenty six weeks ended March 31, 2018. Income taxes decreased during the twenty six weeks ended March 30, 2019 due to a reduction of $268,000 to our deferred tax asset due to the corporate tax rate reduction, which reduction was a part of our current tax expense during the twenty six weeks ended March 31, 2018.

Net Income. Net income for the twenty-six weeks ended March 30, 2019 decreased $378,000 or 13.31% to $2,463,000 from $2,841,000 for the twenty-six weeks ended March 31, 2018. Net income for the twenty-six weeks ended March 30, 2019 decreased when compared to the twenty-six weeks ended March 31, 2018 primarily due to higher food costs and overall expenses and a net loss of $274,000 from Store #19 resulting from the Store #19 Closure, offset partially by the Price Increases and higher traffic. As a percentage of sales, net income for the first quarter of our fiscal year 2018 is 3.37%, as compared to 4.14%receipt in the first quarter of our 2019 fiscal year 2017.of a $602,000 insurance recovery, as a result of the Store #19 Closure and higher restaurant traffic. During the twenty-six weeks ended March 31, 2018, the net income from Store #19 was $408,000. Net income for the twenty-six weeks ended March 30, 2018 was also reduced by a reduction of $268,000 to our deferred tax asset. For the balance of our fiscal year 2019, our net income will be adversely affected by a loss of net income from Store #19 resulting from the Store #19 Closure. We anticipate that Store #19 will remain closed through at least the end of our fiscal year 2019 and we do not anticipate we will receive any additional insurance proceeds from the Store #19 Closure, other than $132,000 in depreciation insurance recovery which we have yet to receive.

Net Income Attributable to Stockholders. Net income for the thirteen weeks ended December 31, 2017 decreased $43,000 or 6.48% to $621,000 from $664,000 for the thirteen weeks ended December 30, 2016. Net income attributable to stockholders for the thirteentwenty-six weeks ended DecemberMarch 30, 20162019 decreased $254,000 or 12.59% to $1,764,000 from $2,018,000 for the twenty-six weeks ended March 31, 2018. Net income for the twenty-six weeks ended March 30, 2019 decreased when compared to the thirteentwenty-six weeks ended DecemberMarch 31, 20162018 primarily due to higher food costs and overall expenses and a net loss of $274,000 from Store #19 resulting from the Store #19 Closure, offset by the receipt in the first quarter of our 2019 fiscal year of a $602,000 insurance recovery, as a result of the Store #19 Closure and higher restaurant traffic. During the twenty-six weeks ended March 31, 2018, the net income from Store #19 was $408,000. Net income for the twenty-six weeks ended March 30, 2018 was also reduced by a reduction of $268,000 to our deferred tax asset, higher food costs and overall expenses, offset partially by the Price Increases and higher traffic.asset. As a percentage of sales,revenue, net income attributable to stockholders for the first quartertwenty-six weeks ended March 30, 2019 is 3.06%, as compared to 3.49% for the twenty-six weeks ended March 31, 2018. For the balance of our fiscal year 2018 is 2.19%, as compared2019, our net income attributable to 2.50% instockholders will be adversely affected by a loss of net income from Store #19 resulting from the first quarterStore #19 Closure. We anticipate that Store #19 will remain closed through at least the end of our fiscal year 2017.2019 and we do not anticipate we will receive any additional insurance proceeds from the Store #19 Closure, other than $132,000 in depreciation insurance recovery which we have yet to receive.

 

1723 

Index 

New Limited Partnership Restaurants

 

As new restaurants open, 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. During the thirteen weeks ended DecemberMarch 30, 2017,2019, we did not have ahad one new restaurant location in Sunrise, Florida in the development stage and did not recognize anyhave recognized pre-opening costs.

costs of $63,000.

 

Menu Price Increases and Trends

 

Effective September 3, 2017 we increased menu prices for our bar offerings to target an increase to our bar revenues of approximately 4.9% annually and effective September 16, 2017 we increased menu prices for our food offerings to target an increase to our food revenues of approximately 4.0% annually to offset higher food costs and higher overall expenses. The last timePrior to these increases, we increasedpreviously raised menu prices was in the second quarter of our fiscal year 2016. During the next twelve months, if demand for our restaurant and bar offerings remainsremain substantially similar to the demand during our fiscal year 2017,2018, (excluding restaurant and bar sales from Store #19 which we expect will be closed for our entire fiscal year 2019) of which there can be no assurance, we expect that restaurant and bar sales in our restaurants as well as gross profit for food and bar operations (excluding restaurant and bar sales from Store #19 which we expect will be closed for our entire fiscal year 2019) should increase as a result ofremain substantially the Price Increases, offset partially by higher food costs.same. We anticipate that our package liquor store sales will remain stable andcontinue to increase, (excluding package liquor store sales from Store #19, which we expect will be closed for our entire fiscal year 2019 due to the Store #19 Closure), while gross profit margin for package liquor store sales will, decrease during our fiscal year 2018.in all likelihood, decrease.

 

We do notIn addition to the rebuilding of Store #19, which was closed in October 2018 due to a fire, we have a new “Flanigan’s Seafood Bar and Grill” restaurant in Sunrise, Florida in the development stage butand also continue to search for new locations to open restaurants and thereby expand our business. As of the end of our fiscal year 2017 we abandoned our attempt to expand “The Whale’s Rib” restaurant concept that we manage in Deerfield Beach, Florida through the opening of a new restaurant in Miami, Florida due to our inability to get all necessary governmental approvals.

 

We are not actively searching for locations for the operation of new package liquor stores, but when our attempt to expand “The Whale’s Rib” restaurant concept in Miami, Florida was abandoned, we decided that the space we had targeted for the “The Whales Rib” would be ideal for the operation of a package liquor store and during the fourth quarter of our fiscal year 2018, we are currently preparing the spacereceived governmental approval to operate a package liquor store. It is anticipated that this new package liquor store will be open for business during the fourth quarter of our fiscal year 2019.

 

24 

Index

Liquidity and Capital Resources

 

We fund our operations through cash from operations. As of DecemberMarch 30, 2017,2019, we had cash of approximately $15,422,000,$13,473,000, an increase of $5,537,000$59,000 from our cash balance of $9,885,000$13,414,000 as of September 30, 2017. Our cash increased during29, 2018. During the firstsecond quarter of our fiscal year 2018, because2019, on March 28, 2019, we borrowed $3.50 million from our Credit Line just prior to its conversion to the Term Loan on December 28, 2017.paid a dividend of $.28 per share. We believe that our current cash availability from our cash on hand, positive cash flow from operations and borrowed funds will be sufficient to fund our operations and planned capital expenditures for at least the next twelve months.

 

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Cash Flows

 

The following table is a summary of our cash flows for the first thirteentwenty six weeks of fiscal years 2018ended March 30, 2019 and 2017.March 31, 2018.

 

 ---------Thirteen Weeks Ended--------  ---------Twenty Six Weeks Ended-------- 
 December 30, 2017  December 31, 2016  March 30, 2019  March 31, 2018 
 (in Thousands)  (in Thousands) 
          
Net cash provided by operating activities $3,723  $2,735  $5,069  $6,392 
Net cash used in investing activities  (966)  (766)  (2,530)  (1,985)
Net cash provided by (used in) financing activities  2,780   (24)  (2,480)  1,205 
                
Net Increase in Cash and Cash Equivalents  5,537   1,945   59   5,612 
                
Cash and Cash Equivalents, Beginning  9,885   10,174   13,414   9,885 
                
Cash and Cash Equivalents, Ending $15,422  $12,119  $13,473  $15,497 

 

We did not declare or payDuring the twenty six weeks ended March 30, 2019, our Board of Directors declared and paid a cash dividend of 28 cents per share to shareholders of record on March 15, 2019. During the twenty six weeks ended March 31, 2018, our capital stock in the first quarterBoard of our fiscal year 2018 or the first quarterDirectors declared and paid a cash dividend of our fiscal year 2017.25 cents per share to shareholders of record on March 16, 2018. Any future determination to pay cash dividends will be at our Board’s 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 generated from operations and borrowings to fund the development and construction of new restaurants and to fund capitalized property improvements for our existing restaurants. We acquired property, plant and equipment and construction in progress of $960,000, (including $46,000$4,199,000, (of which $1,300,000 was for the purchase of vacant real property in Pompano Beach, Florida, $584,000 was for the purchase of construction in process and $486,000 was from deposits recorded in other assets as of September 29, 2018), during the twenty six weeks ended March 30, 2019, which amount included $73,000 for renovations to one (1) existing limited partnership restaurant and $213,000 for renovations to three (3) Company owned restaurants. During the twenty six weeks ended March 31, 2018, we acquired property, plant and equipment and construction in progress of $1,848,000, (of which $848,000 was for the purchase of construction in process and $73,000 was from deposits recorded in other assets as of September 30, 2017), during the thirteentwenty six weeks ended December 30, 2017, including $102,000March 31, 2018, which amount included $729,000 for the renovation of an existing restaurant and $196,000 for renovations to one (1)two (2) Company owned restaurant. We acquired property and equipment of $819,000, (including $88,000 of deposits recorded in other assets as of October 1, 2016), during the thirteen weeks ended December 31, 2016, including $65,000 for renovations to three Company owned restaurants and one Company owned package store.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 20182019 to be approximately $400,000, $102,000$450,000, of which $286,000 has been spent through DecemberMarch 30, 2017.2019.

 

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Long Term Debt

 

As of DecemberMarch 30, 2017,2019, we had long term debt of $16,617,000,$14,574,000, as compared to $11,808,000 as of December 31, 2016, and $12,398,000$14,576,000 as of September 30, 2017. Our long term debt increased as of December 30, 2017 as compared to December 31, 2016 due to the $3,500,000 we borrowed on our Credit Line and increased as compared to September 30, 2017 due to the $3,500,000 we borrowed on our Credit Line and financed insurance premiums.29, 2018. As of DecemberMarch 30, 2017,2019, we are in compliance with the covenants of all loans with our lender.

 

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As of March 30, 2019, the aggregate principal balance owed from the financing of our property and general liability insurance policies is $833,000.

Construction Contracts

 

a. 13205 Biscayne Boulevard, North Miami, Florida (Store #20)

On June 14, 2017, we entered into an agreement with a third party unaffiliated general contractor to renovate our restaurant located at 13205 Biscayne Boulevard, North Miami, Florida, (Store #20) for a total contract price of $880,000. The renovations include, but are not limited to the construction of a new kitchen and the expansion of the restaurant into our former package liquor store location. During the firstsecond quarter of our fiscal year 2018,2019, we agreed to change orders which had the effect of increasing the total contract price for the renovationrenovations to $1,080,000,$1,177,000, of which as of$933,000 has been paid. Subsequent to the end of the second quarter of our firstfiscal year 2019, we paid an additional $229,000 toward the total contract price, leaving a balance of $15,000.

During our fiscal year 2018, we entered into an agreement with a third party unaffiliated general contractor to renovate and add an outdoor patio area to the front of our restaurant located at 13205 Biscayne Boulevard, North Miami, Florida (Store #20) for a total contract price of $912,000. During the second quarter of our fiscal 2018,year 2019, we agreed to change orders which had the effect of decreasing the total contract price for the renovation to $880,000, of which we have paid $345,000.$777,000. Subsequent to the end of the second quarter of our fiscal year 2019, we paid an additional $98,000 toward the total contract price, leaving a balance of $5,000.

b. 2505 N. University Drive, Hollywood, Florida (Store #19)

 

During the first quarter of our fiscal year 2018, we entered into two agreements with a third party unaffiliated general contractor for design and development services for a total contract price of $127,000 (the “$127,000 Contract”) and $174,000 (the “$174,000 Contract”). The $127,000 Contract provides for design and development services for the construction of a new building (the “New Building”) on a parcel of real property which we own which is adjacent to the real property where our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida, (Store #19) operates.operated until it was closed in October 2018 due to damages caused by a fire. The $174,000 Contract provides for design and development services for the renovation of the existing building which currently houseshoused the combination package liquor store and restaurant.restaurant until it was closed in October 2018 due to damages caused by a fire. If we complete the construction of the New Building and as a result of the renovationfire, the rebuild of the existing building, (the “Rebuilt Building”), we currently plan to re-locate our package liquor store located at the property to the New Building and to operate the restaurant located at the property in the renovatedRebuilt Building. During our fiscal year 2019, we agreed to change orders which had the effect of increasing the total contract price for the $127,000 Contract to $138,000, and expanded existing building.during the second quarter of our fiscal year 2019, we paid the balance of the total contract price of the $127,000 Contract, in the amount of $25,000. During our fiscal year 2019, we also agreed to change orders which had the effect of increasing the total contract price for the $174,000 Contract to $187,000, and during the second quarter of our fiscal year 2019, we paid $46,000 as the final payment of the contract price of the $174,000 Contract, (of which a total of $157,000 was paid), which we cancelled during the first quarter of our fiscal year 2019 due to the building being damaged by fire.

 

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Subsequent to the end of the firstsecond quarter of our fiscal year 2018,2019, we entered into an agreement with a third party unaffiliated general contractor for site work to renovateconnect the real property where our combination package liquor store and add an outdoor patio arearestaurant located at 2505 N. University Drive, Hollywood, Florida, (Store #19) operated until it was closed in October 2018 due to damages caused by a fire to city sewer and for the construction of the new building on the adjacent parcel of real property for the operation of our package liquor store for $1,618,000.

Subsequent to the frontend of the second quarter of our fiscal year 2019, we also entered into an agreement with a third party unaffiliated architect for design and development services for the re-build of our restaurant located at 13205 Biscayne Boulevard, North Miami,2505 N. University Drive, Hollywood, Florida (Store #20)#19) for a total contract price of $912,000.$77,000, of which we paid $15,000.

c. 4 N. Federal Highway, Hallandale Beach, Florida (Store #31)

During the first quarter of our fiscal year 2019, we entered into an agreement with a third party unaffiliated design group for design and development services for a contract price of $356,000 (the “$356,000 Contract”). The $356,000 Contract provided for design and development services for the construction of two (2) new buildings on the real property which we own where our combination package liquor store and restaurant located at 4 N. Federal Highway, Hallandale Beach, Florida, (Store #31) operates. Our plan for the real property was to (i) demolish the building which currently houses our combination package liquor store and restaurant, (ii) build two new buildings, one of which will house our package liquor store and the other of which will house our restaurant; and (iii) enter into a ground lease with an existing retail tenant for a parcel of land which will not be improved by the two buildings. During the second quarter of our fiscal year 2019, we learned that our planned development of Store #31 would cause the loss of too many parking spaces, so we abandoned our development plans and terminated the $356,000 Contract. We paid $130,000 on account of the $356,000 Contract and owe no further amounts under the same.

d. 14301 W. Sunrise Boulevard, Sunrise, Florida (Store #85)

Subsequent to the end of the second quarter of our fiscal year 2019, we also entered into an agreement with a third party unaffiliated design group for design and development services of our new location at 14301 W. Sunrise Boulevard, Sunrise, Florida 33323 (Store #85) for a total contract price of $122,000, of which we paid $20,000.

 

Purchase Commitments

 

In order to fix the cost and ensure adequate supply of baby back ribs for our restaurants during calendar year 2019, on November 7, 2017,15, 2018, we entered into a purchase agreement with our current rib supplier, whereby we agreed to purchase approximately $6,208,000$5,888,000 of baby back ribs during calendar year 20182019 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.

 

Purchase of Limited Partnership Interest

 

During the thirteentwenty six weeks ended DecemberMarch 30, 2017,2019, we did not purchase any limited partnership interests. During the twenty six weeks ended March 31, 2018, we purchased from one limited partner (who is not an officer, director or family member of officers or directors) a limited partnership interest of 0.21% in a limited partnership which owns a restaurant, for a purchase price of $1,600. During the thirteen weeks ended December 31, 2016, we did not purchase any limited partnership interests.

 

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Working Capital

 

The table below summarizes the current assets, current liabilities, and working capital for our fiscal quarters ended DecemberMarch 30, 2017, December2019, March 31, 20162018 and our fiscal year ended September 30, 2017.29, 2018.

 

Item Dec. 30, 2017    Dec. 31, 2016  Sept. 30, 2017  March 30, 2019  March 31, 2018  Sept. 29, 2018 
 (in Thousands)  (in Thousands) 
              
Current Assets $21,662  $17,784  $14,640  $19,746  $21,411  $19,025 
Current Liabilities  14,955   12,607   11,011   16,734   14,217   13,310 
Working Capital $6,707  $5,177  $3,629  $3,012  $7,194  $5,715 

 

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Our working capital increaseddecreased during our fiscal quarter ended DecemberMarch 30, 20172019 from our working capital for our fiscal quarter ended DecemberMarch 31, 20162018 and our fiscal year ended September 30, 2017 primarily29, 2018 due to the $3,500,000$1,300,000 we borrowed againstpaid to close on our Line of Credit prior to the Credit Line converting to the Term Loan. We plan to use certainpurchase of the borrowed funds to complete the renovationvacant parcel of our restaurantproperty located at 13205 Biscayne Boulevard, North Miami,2119 S.E. 9th Street, Pompano Beach, Florida (Store #20R) and the reclassification of the principal balance of an existing mortgage to construct a new building on a parcel of real property which we own which is adjacent to the real property where our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida, (Store #19) operates into which we plan to re-locate our package liquor store and to renovate and expand the restaurant into the former package liquor store space.short term.

 

While there can be no assurance due to, among other things, unanticipated expenses or unanticipated decline in revenues, or both, we believe that our cash on hand, positive cash flow from operations and funds borrowed onavailable from our term loan will adequately fund operations, debt reductions and planned capital expenditures throughout our fiscal year 2018.2019.

 

Off-Balance Sheet Arrangements

 

The Company doesWe do 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We do not ordinarily hold market risk sensitive instruments for trading purposes and as of DecemberMarch 30, 20172019 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 “Fair Value Measurements of Financial Instruments” to the Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for our fiscal year ended September 30, 2017,29, 2018, 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 DecemberMarch 30, 2017,2019, we had three variable rate debt instruments outstanding that are impacted by changes in interest rates. In November, 2011, we financed our purchase of the real property and two building shopping center in Miami, Florida, with a $4,500,000 mortgage loan (the “$4.5M Mortgage Loan”). In January, 2013, we refinanced the mortgage loan encumbering the property where our combination package liquor store and restaurant located at 4 N. Federal Highway, Hallandale, Florida, (Store #31) operates, which mortgage loan is held by an unaffiliated third party lender (the “$1.405M Loan”). In December, 2016, we closed on a secured revolving line of credit which entitled us to borrow, from time to time through December 28, 2017, up to $5,500,000 (the “Credit Line”), which on December 28, 2017 converted to a term loan (the “Term Loan”).

 

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As a means of managing our interest rate risk on these debt instruments, we entered into interest rate swap agreements with our unrelated third party lender to convert these variable rate debt obligations to fixed rates. We are currently party to the following three (3) interest rate swap agreements:

 

(i)        The first interest rate swap agreement entered into in November, 2011 by our wholly owned subsidiary, Flanigan’s Calusa Center, LLC, relates to the $4.5 million Mortgage Loan (the “$4.5M Mortgage Loan Swap”). The $4.5M Mortgage Loan Swap requires us to pay interest for an eight (8) year period at a fixed rate of 4.51% on an initial amortizing notional principal amount of $3,750,000, while receiving interest for the same period at LIBOR – 1 Month, plus 2.25%, on the same amortizing notional principal amount. We determined that at DecemberMarch 30, 2017,2019, the interest rate swap agreement is an effective hedging agreement and the fair value was not material;

 

(ii)        The second interest rate swap agreement entered into in January, 2013 relates to the $1.405M Loan (the “$1.405M Term Loan Swap”). The $1.405M Term Loan Swap requires us to pay interest for a twenty (20) year period at a fixed rate of 4.35% on an initial amortizing notional principal amount of $1,405,000, while receiving interest for the same period at LIBOR – 1 Month, plus 2.25%, on the same amortizing notional principal amount. We determined that at DecemberMarch 30, 2017,2019, the interest rate swap agreement is an effective hedging agreement and the fair value was not material; and

 

(iii)        The third interest rate swap agreement entered into in December, 2016 and became effective December 28, 2017, relates to the Term Loan (the “Term Loan Swap”). The Term Loan Swap requires us to pay interest for a five (5) year period at a fixed rate of 4.61% on an initial amortizing notional principal amount of $5,500,000, while receiving interest for the same period at LIBOR – 1 Month, plus 2.25%, on the same amortizing notional principal amount. We determined that at DecemberMarch 30, 2017,2019, the interest rate swap agreement is an effective hedging agreement and the fair value was not materialmaterial.

 

At DecemberMarch 30, 2017,2019, 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.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of DecemberMarch 30, 2017,2019, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934). Based on that evaluation, management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of DecemberMarch 30, 2017.2019 due to the material weakness reported below.

 

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Changes in Internal Control Over Financial Reporting

 

During the period covered by this report,second quarter of our fiscal year 2019, based upon information contained in an email we havereceived which we later became aware was fraudulent, we erroneously sent amounts via wire transfer to an incorrect recipient. We were able to retrieve the funds, however, and did not madeincur any changefinancial loss. This occurred because of a lack of controls which allowed for the incorrect wire transfer information to be processed and a wire transfer to be sent to an incorrect recipient. We analyzed our internal control over financial reporting that has materially affected, or is reasonably likelyprocedures regarding wire transfers and adopted new procedures designed to materially affect,mitigate our internal control over financial reporting.exposure to material weaknesses resulting from fraudulent wire transfer transactions, including, confirming all wire transfer recipient addresses via telephone and other means, requiring written and verbal approval of any changes to existing wire transfer information and intermittent prophylactic testing of wire transfers.

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

See “Litigation” on page 11 of this Report and Item 1 and Item 3 to Part 1 of the Annual Report on Form 10-K for the fiscal year ended September 30, 201729, 2018 for a discussion of other legal proceedings resolved in prior years.

ITEM 1A. RISK FACTORS

For a detailed discussion of the risks that affect our business, please refer to the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended September 29, 2018 filed with the SEC on December 21, 2018.  In addition, the following risk factor should be considered in conjunction with those risk factors previously reported.

We are exposed to risks related to cybersecurity.

Although we maintain systems and processes that are designed to protect the security of our computer systems, software, networks and other technology, there is no assurance that all of our security measures will provide absolute security.  Any material incidents could cause us to experience financial losses that are either not insured against or not fully covered through any insurance maintained by us and increased expenses related to addressing or mitigating the risks associated with any such material incidents.  Cyber threats are rapidly evolving and are becoming increasingly sophisticated. Despite our efforts to ensure the integrity of our systems, as cyber threats evolve and become more difficult to detect and successfully defend against, one or more cyber threats might defeat the measures that we or our vendors take to anticipate, detect, avoid or mitigate such threats. Certain techniques used to obtain unauthorized access, introduce malicious software, disable or degrade service, or sabotage systems may be designed to remain dormant until a triggering event and we may be unable to anticipate these techniques or implement adequate preventative measures since techniques change frequently or are not recognized until launched, and because cyberattacks can originate from a wide variety of sources. If our information security systems or data are compromised in a material way, our ability to conduct our business may be impaired, we may incur financial losses and we may incur costs to remediate possible harm and/or to pay fines or take other action which could have a material adverse impact on our business.

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Index

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

 

Purchase of Company Common Stock

 

During the thirteentwenty six weeks ended DecemberMarch 30, 20172019 and DecemberMarch 31, 2016,2018, we did not purchase any shares of our common stock. As of DecemberMarch 30, 2017,2019, we still have authority to purchase 65,414 shares of our common stock under the discretionary plan approved by the Board of Directors at its meeting on May 17, 2007.

 

ITEM 6. EXHIBITS

 

The following exhibits are filed with this Report:

 

ExhibitDescription

 

31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

 

31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

 

32.1Certification 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.

 

32.2Certification 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.

 

List of XBRL documents as exhibits 101

 

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 13, 2018May 14, 2019/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)

 

 


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