ITEM 1. CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF INCOME
(in thousands, except per share amounts)
|
|
---------Thirteen Weeks Ended--------
|
|
|
|
January 2, 2021
|
|
|
December 28, 2019
|
|
|
|
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
Restaurant food sales
|
|
$
|
18,328
|
|
|
$
|
18,742
|
|
Restaurant bar sales
|
|
|
4,443
|
|
|
|
5,891
|
|
Package store sales
|
|
|
8,011
|
|
|
|
5,707
|
|
Franchise related revenues
|
|
|
386
|
|
|
|
360
|
|
Rental income
|
|
|
187
|
|
|
|
194
|
|
Other operating income
|
|
|
25
|
|
|
|
47
|
|
|
|
|
31,380
|
|
|
|
30,941
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
Cost of merchandise sold:
|
|
|
|
|
|
|
|
|
Restaurant and lounges
|
|
|
7,522
|
|
|
|
8,424
|
|
Package goods
|
|
|
5,851
|
|
|
|
4,139
|
|
Payroll and related costs
|
|
|
9,463
|
|
|
|
9,517
|
|
Occupancy costs
|
|
|
1,806
|
|
|
|
1,857
|
|
Selling, general and administrative expenses
|
|
|
5,468
|
|
|
|
5,773
|
|
|
|
|
30,110
|
|
|
|
29,710
|
|
Income from Operations
|
|
|
1,270
|
|
|
|
1,231
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(279
|
)
|
|
|
(204
|
)
|
Interest and other income
|
|
|
12
|
|
|
|
12
|
|
Gain on sale of property and equipment
|
|
|
25
|
|
|
|
—
|
|
|
|
|
(242
|
)
|
|
|
(192
|
)
|
|
|
|
|
|
|
|
|
|
Income before Benefit (Provision) for Income Taxes
|
|
|
1,028
|
|
|
|
1,039
|
|
|
|
|
|
|
|
|
|
|
Benefit (Provision) for Income Taxes
|
|
|
4
|
|
|
|
(118
|
)
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
1,032
|
|
|
|
921
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests
|
|
|
(252
|
)
|
|
|
(427
|
)
|
|
|
|
|
|
|
|
|
|
Net income attributable to Flanigan’s Enterprises, Inc. stockholders
|
|
$
|
780
|
|
|
$
|
494
|
|
See accompanying notes to
unaudited condensed consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF INCOME
(in thousands, except per share amounts)
(Continued)
|
|
---------Thirteen Weeks Ended--------
|
|
|
|
January 2, 2021
|
|
|
December 28, 2019
|
|
|
|
|
|
Net Income Per Common Share:
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
$
|
0.42
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares and Equivalent
Shares Outstanding:
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
1,858,647
|
|
|
|
1,858,647
|
|
See accompanying notes to unaudited condensed
consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JANUARY 2, 2021 (UNAUDITED) AND OCTOBER 3,
2020
(in thousands)
ASSETS
|
|
January 2, 2021
|
|
|
October 3, 2020
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
31,028
|
|
|
$
|
29,922
|
|
Prepaid income taxes
|
|
|
27
|
|
|
|
74
|
|
Other receivables
|
|
|
520
|
|
|
|
681
|
|
Inventories
|
|
|
3,763
|
|
|
|
3,624
|
|
Prepaid expenses
|
|
|
2,685
|
|
|
|
2,207
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
38,023
|
|
|
|
36,508
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment, Net
|
|
|
45,747
|
|
|
|
46,003
|
|
Construction in progress
|
|
|
1,577
|
|
|
|
981
|
|
|
|
|
47,324
|
|
|
|
46,984
|
|
|
|
|
|
|
|
|
|
|
Right-of-use assets, finance leases
|
|
|
4,630
|
|
|
|
4,749
|
|
Right-of-use assets, operating leases
|
|
|
21,406
|
|
|
|
22,150
|
|
|
|
|
26,036
|
|
|
|
26,899
|
|
|
|
|
|
|
|
|
|
|
Investment in Limited Partnership
|
|
|
852
|
|
|
|
621
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquor licenses
|
|
|
630
|
|
|
|
630
|
|
Deferred tax assets
|
|
|
403
|
|
|
|
352
|
|
Leasehold interests, net
|
|
|
178
|
|
|
|
200
|
|
Other
|
|
|
561
|
|
|
|
290
|
|
|
|
|
|
|
|
|
|
|
Total Other Assets
|
|
|
1,772
|
|
|
|
1,472
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
114,007
|
|
|
$
|
112,484
|
|
See accompanying notes to
unaudited condensed consolidated financial statements.
FLANIGAN'S
ENTERPRISES, INC, AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JANUARY 2, 2021 (UNAUDITED) AND OCTOBER 3,
2020
(in thousands)
(Continued)
LIABILITIES AND EQUITY
|
|
January 2, 2021
|
|
|
October 3, 2020
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
11,062
|
|
|
$
|
9,238
|
|
Due to franchisees
|
|
|
3,111
|
|
|
|
3,142
|
|
Current portion of long-term debt
|
|
|
7,330
|
|
|
|
5,094
|
|
Finance lease liability, current
|
|
|
4,778
|
|
|
|
4,772
|
|
Operating lease liability, current
|
|
|
1,936
|
|
|
|
3,116
|
|
Total Current Liabilities
|
|
|
28,217
|
|
|
|
25,362
|
|
|
|
|
|
|
|
|
|
|
Long Term Debt, Net of Current Portion
|
|
|
19,574
|
|
|
|
21,229
|
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities, non-current
|
|
|
19,870
|
|
|
|
20,337
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
67,661
|
|
|
|
66,928
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
Flanigan’s Enterprises, Inc. Stockholders’ Equity
|
|
|
|
|
|
|
|
|
Common stock, $.10 par value, 5,000,000
shares authorized; 4,197,642 shares issued
|
|
|
420
|
|
|
|
420
|
|
Capital in excess of par value
|
|
|
6,240
|
|
|
|
6,240
|
|
Retained earnings
|
|
|
39,628
|
|
|
|
38,848
|
|
Treasury stock, at cost, 2,338,995 shares
at January 2, 2021 and 2,338,995
shares at October 3, 2020
|
|
|
(6,077
|
)
|
|
|
(6,077
|
)
|
Total Flanigan’s Enterprises, Inc.
stockholders’ equity
|
|
|
40,211
|
|
|
|
39,431
|
|
Noncontrolling interests
|
|
|
6,135
|
|
|
|
6,125
|
|
Total equity
|
|
|
46,346
|
|
|
|
45,556
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
114,007
|
|
|
$
|
112,484
|
|
See accompanying notes to unaudited condensed
consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF SHAREHOLDERS' EQUITY
(rounded to the nearest thousandth, except
per share amount)
|
|
|
|
|
|
|
|
Capital in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Excess of
|
|
|
Retained
|
|
|
Treasury Stock
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Par Value
|
|
|
Earnings
|
|
|
Shares
|
|
|
Amount
|
|
|
Interests
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 28, 2019
|
|
|
4,197,642
|
|
|
$
|
420
|
|
|
$
|
6,240
|
|
|
$
|
37,738
|
|
|
|
2,338,995
|
|
|
$
|
(6,077
|
)
|
|
$
|
6,208
|
|
|
$
|
44,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
494
|
|
|
|
|
|
|
|
|
|
|
|
427
|
|
|
|
921
|
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(432
|
)
|
|
|
(432
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 28, 2019
|
|
|
4,197,642
|
|
|
$
|
420
|
|
|
$
|
6,240
|
|
|
$
|
38,232
|
|
|
|
2,338,995
|
|
|
$
|
(6,077
|
)
|
|
$
|
6,203
|
|
|
$
|
45,018
|
|
|
|
|
|
|
|
|
|
Capital in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Excess of
|
|
|
Retained
|
|
|
Treasury Stock
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Par Value
|
|
|
Earnings
|
|
|
Shares
|
|
|
Amount
|
|
|
Interests
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 3, 2020
|
|
|
4,197,642
|
|
|
$
|
420
|
|
|
$
|
6,240
|
|
|
$
|
38,848
|
|
|
|
2,338,995
|
|
|
$
|
(6,077
|
)
|
|
$
|
6,125
|
|
|
$
|
45,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
780
|
|
|
|
|
|
|
|
|
|
|
|
252
|
|
|
|
1,032
|
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(242
|
)
|
|
|
(242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 2, 2021
|
|
|
4,197,642
|
|
|
$
|
420
|
|
|
$
|
6,240
|
|
|
$
|
39,628
|
|
|
|
2,338,995
|
|
|
$
|
(6,077
|
)
|
|
$
|
6,135
|
|
|
$
|
46,346
|
|
See accompanying notes to unaudited condensed
consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED JANUARY 2, 2021
AND DECEMBER 28, 2019
(in thousands)
|
|
January
2,
2021
|
|
|
December 28,
2019
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,032
|
|
|
$
|
921
|
|
Adjustments to reconcile net income to net cash and
cash equivalents provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
752
|
|
|
|
786
|
|
Amortization of leasehold interests
|
|
|
22
|
|
|
|
31
|
|
Amortization of finance lease right-of-use asset
|
|
|
119
|
|
|
|
—
|
|
Amortization of operating lease right-of-use asset
|
|
|
744
|
|
|
|
754
|
|
Finance lease interest expense
|
|
|
66
|
|
|
|
—
|
|
Gain on sale of property and equipment
|
|
|
(25
|
)
|
|
|
—
|
|
Loss on abandonment of property and equipment
|
|
|
3
|
|
|
|
7
|
|
Amortization of deferred loan costs
|
|
|
10
|
|
|
|
9
|
|
Deferred income taxes
|
|
|
(51
|
)
|
|
|
125
|
|
(Income) loss from unconsolidated limited
partnership
|
|
|
—
|
|
|
|
(9
|
)
|
Changes in operating assets and liabilities:
(increase) decrease in
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
161
|
|
|
|
(51
|
)
|
Prepaid income taxes
|
|
|
47
|
|
|
|
(7
|
)
|
Inventories
|
|
|
(139
|
)
|
|
|
(664
|
)
|
Prepaid expenses
|
|
|
1,013
|
|
|
|
453
|
|
Other assets
|
|
|
(4
|
)
|
|
|
391
|
|
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
1,698
|
|
|
|
2,080
|
|
Operating lease
liabilities
|
|
|
(1,647
|
)
|
|
|
(430
|
)
|
Due to franchisees
|
|
|
(31
|
)
|
|
|
(968
|
)
|
Net cash and cash equivalents provided by operating
activities
|
|
|
3,770
|
|
|
|
3,428
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(498
|
)
|
|
|
(803
|
)
|
Purchase of construction in progress
|
|
|
(578
|
)
|
|
|
(99
|
)
|
Deposits on property and equipment
|
|
|
(296
|
)
|
|
|
(411
|
)
|
Proceeds from sale of fixed assets
|
|
|
35
|
|
|
|
7
|
|
Distributions from unconsolidated limited partnership
|
|
|
4
|
|
|
|
10
|
|
Investment in limited partnership
|
|
|
(235
|
)
|
|
|
—
|
|
Net cash and cash equivalents used in investing activities
|
|
|
(1,568
|
)
|
|
|
(1,296
|
)
|
See accompanying notes to unaudited condensed
consolidated financial statements.
FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED JANUARY 2, 2021
AND DECEMBER 28, 2019
(in thousands)
(Continued)
|
|
January
2,
2021
|
|
|
December
28,
2019
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of long term debt
|
|
|
(794
|
)
|
|
|
(648
|
)
|
Proceeds from long term debt
|
|
|
—
|
|
|
|
4,398
|
|
Principal payments of finance leases
|
|
|
(60
|
)
|
|
|
—
|
|
Distributions to limited
partnerships’ noncontrolling interests
|
|
|
(242
|
)
|
|
|
(432
|
)
|
|
|
|
|
|
|
|
|
|
Net cash and cash equivalents provided by (used in) financing activities
|
|
|
(1,096
|
)
|
|
|
3,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash and Cash Equivalents
|
|
|
1,106
|
|
|
|
5,450
|
|
|
|
|
|
|
|
|
|
|
Beginning of Period
|
|
|
29,922
|
|
|
|
13,672
|
|
|
|
|
|
|
|
|
|
|
End of Period
|
|
$
|
31,028
|
|
|
$
|
19,122
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure for Cash Flow Information:
Cash paid during period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
279
|
|
|
$
|
204
|
|
Income taxes
|
|
$
|
61
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and
Financing Activities:
|
|
|
|
|
|
|
|
|
Financing of insurance contracts
|
|
$
|
1,365
|
|
|
$
|
1,281
|
|
Purchase deposits transferred to property and equipment
|
|
$
|
11
|
|
|
$
|
29
|
|
Purchase deposits transferred to CIP
|
|
$
|
18
|
|
|
$
|
2
|
|
CIP transferred to property and equipment
|
|
$
|
—
|
|
|
$
|
700
|
|
Right-of-use assets and associated liabilities arising from adoption of ASC 842
|
|
$
|
—
|
|
|
$
|
27,822
|
|
See accompanying notes to unaudited condensed
consolidated financial statements
FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
JANUARY 2, 2021
(1) BASIS OF PRESENTATION:
The accompanying condensed consolidated financial
information for the thirteen weeks ended January 2, 2021 and December 28, 2019 are unaudited. Financial information as of October
3, 2020 has been derived from the audited financial statements of Flanigan’s Enterprises, Inc., a Florida corporation, together
with its subsidiaries, (the “Company”, “we”, “our”, “ours” and “us”
as the context requires), 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 October 3, 2020. 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.
The condensed consolidated financial statements
include estimates relating to the calculation of incremental borrowing rates and length of leases associated with right-of-use
assets and corresponding liabilities.
(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 2 shows the amounts used in computing earnings per share
and the effects on income. As of January 2, 2021 and December 28, 2019, no stock options were outstanding.
(3) RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
Adopted
Effective
September 29, 2019, we adopted Accounting Standards Codification 842, Leases (“ASC 842”). The new guidance requires
that lease arrangements be presented on the lessee’s balance sheet by recording a right-of-use asset and a lease liability
equal to the present value of the related future minimum
(3) RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
(Continued)
Adopted (Continued)
lease payments. We adopted the standard in
the first quarter of fiscal 2020, using the modified retrospective approach. Upon adoption, the Company recorded a right-of-use
asset of $27.8 million and a lease liability of $27.8 million. At October 1, 2020, the Company decreased the operating lease right-of-use
asset by $2.6 million and the operating lease liability by $2.6 million with the reclassification of an operating lease to a finance
lease due to the exercise of a purchase option during the first quarter of our fiscal year 2021. The Company recorded a finance
lease right-of-use asset of $4.8 million and a finance lease liability of $4.8 million as of October 3, 2020.
We elected the transition package of
practical expedients, under which the Company does not have to reassess (1) whether any expired or existing contracts are
leases, or contain leases, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for
any existing leases. In addition, we made an accounting policy election to exclude leases with an initial term of 12 months
or less from the balance sheet. This standard had a material impact on the Condensed Consolidated Balance Sheets due to the
recording of a right-of-use asset and lease liability and on the Condensed Consolidated Statements of Income due to the
escalations of rent in the extensions but did not have a material impact on the Condensed Consolidated Statement of Cash
Flows.
Recently Issued
There are no recently issued accounting pronouncements
that we have not yet adopted that we believe will have a material effect on our financial statements.
(4) 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.
(5) EXERCISE OF OPTIONS TO PURCHASE:
North Lauderdale, Florida (“Flanigan’s
Seafood Bar and Grill”/”Big Daddy’s Liquors”)
On October 7, 2014, we entered into an Amendment
to Lease Agreement (the “Lease Amendment”) with a non-affiliated third party from whom we rented approximately 4,600
square feet of commercial space located at 5450 N. State Road 7, North Lauderdale, Florida where we operate a combination “Flanigan’s
Seafood Bar and Grill” restaurant and “Big Daddy’s Liquors” package liquor store (Store #40). The Lease
Amendment extended the term of the Lease Agreement until December 31, 2020 and granted us the option to purchase, (the “Option
to Purchase”), the real property and improvements through December 31, 2020 for $1,200,000. During the fourth quarter of
our fiscal year 2020 we exercised the Option to Purchase and closed on the acquisition of the property on December 31, 2020. We
paid all cash at closing.
Sunrise, Florida (“Flanigan’s
Seafood Bar and Grill”)
During the second quarter of our fiscal year
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 located at 14301 W. Sunrise Boulevard, Sunrise, Florida where, subject to certain conditions,
we anticipate opening a new restaurant location. The Sunrise Lease Agreement grants us an option to purchase, (the “Option
to Purchase”) the real property and improvements by February 28, 2021 for $4,800,000. During the third quarter of our fiscal
year 2019, we assigned the Sunrise Lease Agreement, excluding the Option to Purchase, to a newly formed limited partnership. During
the first quarter of our fiscal year 2021, we exercised the Option to Purchase and anticipate closing on the acquisition of the
property during the second quarter of our fiscal year 2021. We intend to finance this acquisition with a loan from an unrelated
third party lender.
(6) DEBT:
Financed Insurance Premiums
For the policy year commencing December 30,
2020, we financed the premiums on the following property, general liability, excess liability and terrorist policies, totaling
approximately $1.94 million, which property, general liability, excess liability and terrorist insurance includes coverage for
our franchises which are not included in our consolidated financial statements:
(i) For
the policy year beginning December 30, 2020, our general liability insurance, excluding limited partnerships, is a one (1) year
policy with our insurance carriers. The one (1) year general liability insurance premium is in the amount of $340,000;
(ii) For
the policy year beginning December 30, 2020, our general liability insurance for our limited partnerships is a one (1) year policy
with our insurance carriers. The one (1) year general liability insurance premium is in the amount of $426,000;
(iii) For
the policy year beginning December 30, 2020, our automobile insurance is a one (1) year policy. The one (1) year automobile insurance
premium is in the amount of $93,000;
(iv) For
the policy year beginning December 30, 2020, our property insurance is a one (1) year policy. The one (1) year property insurance
premium is in the amount of $627,000;
(v) For
the policy year beginning December 30, 2020, our excess liability insurance is a one (1) year policy. The one (1) year excess liability
insurance premium is in the amount of $443,000;
(vi)
For the policy year beginning December 30, 2020, our terrorist insurance is a one (1) year policy. The one (1) year terrorist insurance
premium is in the amount of $5,000; and
(vii) For the policy year beginning December
30, 2020, our equipment breakdown insurance is a one (1) year policy. The one (1) year equipment breakdown insurance premium is
in the amount of $6,000.
Of the $1,940,000 annual premium amounts, which
includes coverage for our franchises which are not included in our consolidated financial statements, we financed $1,776,000 through
an unaffiliated third party lender. The finance agreement obligates us to repay the amounts financed together with interest at
the rate of 2.45% per annum, over 11 months, with monthly payments of principal and interest, each in the amount of $164,000. 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 January 2, 2021, the aggregate principal
balance owed from the financing of our property and general liability insurance policies is $1,365,000, excluding coverage for
our franchises (which is $411,000), which are not included in our consolidated financial statements.
(7) COMMITMENTS AND CONTINGENCIES:
Construction Contracts
a. 2505 N. University Drive, Hollywood,
Florida (Store #19)
During the third quarter of our fiscal year
2019, we entered into an agreement with a third party unaffiliated architect for design and development services totaling $77,000
for the re-build of our restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19) which has been closed since
October 2018 due to damages caused by a fire, of which $62,000 has been paid. Additionally, during the third quarter of our fiscal
year 2019, we entered into an agreement with a third party unaffiliated general contractor for site work at this location totaling
$1,618,000, (i) to connect the real property where this restaurant operated (Store #19) to city sewer and (ii) to construct a new
building on the adjacent parcel of real property for the operation of a package liquor store. During our fiscal year 2020 and the
first quarter of our fiscal year 2021, we agreed to change orders to the agreement for additional construction services increasing
the total contract price by $140,000 to $1,757,000, of which $64,000 of the total amount obligated has been paid through January
2, 2021.
b. 14301 W. Sunrise Boulevard, Sunrise,
Florida (Store #85)
During the third 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. During our
fiscal year 2020, we agreed upon amendments to the $122,000 Contract for additional design and development services which had the
effect of increasing the total contract price by $18,000 to $140,000, of which $106,000 has been paid through January 2, 2021.
Additionally, during the fourth quarter of our fiscal year 2020, we entered into an agreement with a third party unaffiliated general
contractor for interior renovations at this location totaling $1,236,000, of which $111,000 has been paid through January 2, 2021.
Leases
To conduct certain of our operations, we lease
restaurant and package liquor store space in South Florida from unrelated third parties. Our leases have remaining lease terms
of up to 10 years, some of which include options to renew and extend the lease terms for up to an additional 30 years. We presently
intend to renew some of the extension options available to us and for purposes of computing the right-of-use assets and lease liabilities
required by ASC 842, we have incorporated into all lease terms which may be extended, an additional term of the lesser of (i) the
amount of years the lease may be extended; or (ii) 15 years.
Following adoption of ASC 842, common area
maintenance and property taxes are not considered to be lease components.
The components of lease expense are as follows:
|
|
13 Weeks
|
|
|
13 Weeks
|
|
|
|
Ended January 2, 2021
|
|
|
Ended December 28, 2019
|
|
Finance Lease Amortization
|
|
$
|
119,000
|
|
|
$
|
—
|
|
Finance Lease Expense, which is included in interest expense
|
|
|
66,000
|
|
|
|
—
|
|
Operating Lease Expense, which is included in occupancy costs
|
|
|
1,049,000
|
|
|
|
1,130,000
|
|
|
|
$
|
1,234,000
|
|
|
$
|
1,130,000
|
|
Supplemental balance sheet information related to leases as follows:
Classification on the Condensed Consolidated Balance Sheet
|
|
January 2, 2021
|
|
|
December 28, 2019
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Finance lease assets
|
|
$
|
4,630,000
|
|
|
$
|
—
|
|
Operating lease assets
|
|
|
21,406,000
|
|
|
|
27,068,000
|
|
|
|
$
|
26,036,000
|
|
|
$
|
27,068,000
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Finance current liabilities
|
|
$
|
4,778,000
|
|
|
$
|
—
|
|
Operating current liabilities
|
|
|
1,936,000
|
|
|
|
1,810,000
|
|
Operating lease non-current liabilities
|
|
$
|
19,870,000
|
|
|
$
|
25,585,000
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Remaining Lease Term:
|
|
|
|
|
|
|
|
|
Finance leases
|
|
|
0.17 Years
|
|
|
|
—
|
|
Operating leases
|
|
|
7.46 Years
|
|
|
|
9.08 Years
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Discount:
|
|
|
|
|
|
|
|
|
Finance leases
|
|
|
5.5%
|
|
|
|
—
|
|
Operating leases
|
|
|
5.5%
|
|
|
|
5.5%
|
|
The following table outlines the minimum future lease payments for
the next five years and thereafter:
For fiscal year 2021
|
|
Operating
|
|
|
Finance
|
|
|
For fiscal year 2020
|
|
Operating
|
|
|
Finance
|
|
2021 (nine (9) months)
|
|
$
|
2,329,000
|
|
|
$
|
4,821,000
|
|
|
2020 (nine (9) months)
|
|
$
|
2,437,000
|
|
|
$
|
—
|
|
2022
|
|
|
2,928,000
|
|
|
|
—
|
|
|
2021
|
|
|
4,466,000
|
|
|
|
—
|
|
2023
|
|
|
2,942,000
|
|
|
|
—
|
|
|
2022
|
|
|
3,172,000
|
|
|
|
—
|
|
2024
|
|
|
2,975,000
|
|
|
|
—
|
|
|
2023
|
|
|
3,193,000
|
|
|
|
—
|
|
2025
|
|
|
2,957,000
|
|
|
|
—
|
|
|
2024
|
|
|
3,234,000
|
|
|
|
—
|
|
Thereafter
|
|
|
14,131,000
|
|
|
|
—
|
|
|
Thereafter
|
|
|
19.942,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total lease payments
|
|
|
|
|
|
|
|
|
|
Total lease payments
|
|
|
|
|
|
|
|
|
(Undiscounted cash flows)
|
|
|
28,262,000
|
|
|
|
4,821,000
|
|
|
(Undiscounted cash flows)
|
|
|
36,444,000
|
|
|
|
—
|
|
Less imputed interest
|
|
|
(6,456,000
|
)
|
|
|
(43,000
|
)
|
|
Less imputed interest
|
|
|
(9,049,000
|
)
|
|
|
—
|
|
Total
|
|
$
|
21,806,000
|
|
|
$
|
4,778,000
|
|
|
Total
|
|
$
|
27,395,000
|
|
|
$
|
—
|
|
Litigation
Our sale of alcoholic beverages subjects
us to “dram shop” statutes, which allow an injured person to recover damages from an establishment that served alcoholic
beverages to an intoxicated person. If we receive a judgment substantially in excess of our insurance coverage or if we fail to
maintain our insurance coverage, our business, financial condition, operating results or cash flows could be materially and adversely
affected. We currently have no “dram shop” claims.
We are a party to various other claims,
legal actions and complaints arising in the ordinary course of our business. It is our opinion, after consulting with legal counsel,
that all such matters are without merit or involve such amounts that an unfavorable disposition would not have a material adverse
effect on our financial position or results of operations.
(8) CORONAVIRUS PANDEMIC:
In March 2020, a novel strain of coronavirus
was declared a global pandemic and a National Public Health Emergency. The novel coronavirus pandemic and related “shelter-in-place”
orders and other governmental mandates relating thereto (collectively, “COVID-19”) adversely affected and will, in
all likelihood continue to adversely affect, our restaurant operations and financial results for the foreseeable future. Throughout
the first quarter of our fiscal year 2021, in accordance with guidance from health officials, we have offered both indoor and outdoor
food and bar options at all of our restaurants, with, among other precautions appropriate social distancing and mask requirements
for all customers and employees.
During the third quarter of our fiscal
year 2020, we, certain of the entities owning the limited partnership stores (the “LP’s”), franchised
stores (the “Franchisees”) as well as the store we manage but do not own (the “Managed Store”),
(collectively, the “Borrowers”), applied for and received loans from an unrelated third party lender pursuant to
the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief and Economic Security Act (the
“CARES Act”) enacted March 27, 2020, in the aggregate principal amount of approximately $13.1 million, (the
“PPP Loans”), of which approximately: (i) $5.9 million was loaned to us; (ii) $4.1 million was loaned to 8 of the
LP’s; (iii) $2.6 million was loaned to 5 of the Franchisees; and (iv) $0.5 million was loaned to the Managed Store. The
PPP Loans to the Franchisees and the Managed Store are not included in the debt of our consolidated financial statements.
Under the terms of the PPP Loans, up to the entire amount of principal and accrued interest may be forgiven to the extent the
proceeds of the PPP Loans are used for qualifying expenses as described in the CARES Act and applicable implementing guidance
issued by the U.S. Small Business Administration under the PPP. Subsequent to the end of the first quarter of our fiscal year
2021, we have begun applying for forgiveness under the PPP Loans. With respect to any portion of any of the PPP Loans that is
not forgiven under the terms of the PPP Loans, such amounts will be subject to customary provisions for a loan of this type,
including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the
applicable PPP Note and cross-defaults on any other loan with the Lender or other creditors. No assurance can be given that
the Borrowers will obtain forgiveness of the PPP Loans in whole or in part.
(9) BUSINESS SEGMENTS:
We operate principally in two reportable segments
– package stores and restaurants. The operation of package stores consists of retail liquor sales and related items. Information
concerning the revenues and operating income for the thirteen weeks ended January 2, 2021 and December 28, 2019, 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
January 2, 2021
|
|
|
Thirteen
Weeks
Ending
December 28, 2019
|
|
Operating Revenues:
|
|
|
|
|
|
|
|
|
Restaurants
|
|
$
|
22,771
|
|
|
$
|
24,633
|
|
Package stores
|
|
|
8,011
|
|
|
|
5,707
|
|
Other revenues
|
|
|
598
|
|
|
|
601
|
|
Total operating revenues
|
|
$
|
31,380
|
|
|
$
|
30,941
|
|
|
|
|
|
|
|
|
|
|
Income from Operations Reconciled to Income After Income Taxes and Net Income Attributable to Noncontrolling Interests
|
|
|
|
|
|
|
|
|
Restaurants
|
|
$
|
1,180
|
|
|
$
|
1,735
|
|
Package stores
|
|
|
715
|
|
|
|
383
|
|
|
|
|
1,895
|
|
|
|
2,118
|
|
Corporate expenses, net of other revenues
|
|
|
(625
|
)
|
|
|
(887
|
)
|
Income from Operations
|
|
|
1,270
|
|
|
|
1,231
|
|
Interest expense
|
|
|
(279
|
)
|
|
|
(204
|
)
|
Interest and Other income
|
|
|
12
|
|
|
|
12
|
|
Gain on sale of property and equipment
|
|
|
25
|
|
|
|
—
|
|
Income Before Benefit (Provision) for Income Taxes
|
|
$
|
1,028
|
|
|
$
|
1,039
|
|
Benefit (Provision) for Income Taxes
|
|
|
4
|
|
|
|
(118
|
)
|
Net Income
|
|
|
1,032
|
|
|
|
921
|
|
Net Income Attributable to Noncontrolling Interests
|
|
|
(252
|
)
|
|
|
(427
|
)
|
Net Income Attributable to Flanigan’s Enterprises, Inc. Stockholders
|
|
$
|
780
|
|
|
$
|
494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
Restaurants
|
|
$
|
593
|
|
|
$
|
635
|
|
Package stores
|
|
|
89
|
|
|
|
84
|
|
|
|
|
682
|
|
|
|
719
|
|
Corporate
|
|
|
92
|
|
|
|
98
|
|
Total Depreciation and Amortization
|
|
$
|
774
|
|
|
$
|
817
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures:
|
|
|
|
|
|
|
|
|
Restaurants
|
|
$
|
764
|
|
|
$
|
701
|
|
Package stores
|
|
|
113
|
|
|
|
103
|
|
|
|
|
877
|
|
|
|
804
|
|
Corporate
|
|
|
228
|
|
|
|
129
|
|
Total Capital Expenditures
|
|
$
|
1,105
|
|
|
$
|
933
|
|
|
|
January 2,
|
|
|
October 3,
|
|
|
|
2021
|
|
|
2020
|
|
Identifiable Assets:
|
|
|
|
|
|
|
|
|
Restaurants
|
|
$
|
54,034
|
|
|
$
|
55,030
|
|
Package store
|
|
|
13,349
|
|
|
$
|
13,771
|
|
|
|
|
67,383
|
|
|
|
68,801
|
|
Corporate
|
|
|
46,624
|
|
|
|
43,683
|
|
Consolidated Totals
|
|
$
|
114,007
|
|
|
$
|
112,484
|
|
(10) SUBSEQUENT EVENTS:
Extension of Lease for Existing Location
Pinecrest, Florida
Subsequent to the end of the first quarter
of our fiscal year 2021, the lease with an unrelated third party for the restaurant owned by our limited partnership and located
at 11415 S. Dixie Highway, Pinecrest, Florida (Store #13) was extended through January 31, 2031 with one (1) five (5) year renewal
option. The fixed annual rental was reduced by 7½% and the fixed annual rental increases were reduced to 2% from 3% for
the first seven (7) years, otherwise the extended lease is on the same terms and conditions, including fixed annual rental increases
and continued percentage rent.
Construction Contracts
Miramar, Florida (“Flanigan’s
Seafood Bar and Grill”)
During fourth quarter of our fiscal year 2019,
we entered into a Lease Agreement with a non-affiliated third party for the lease of a restaurant location in a shopping center
at 11225 Miramar Parkway, #250, Miramar, Florida 33024 (Store #25). The shopping center is currently in the developmental stage
and the Lease Agreement is still contingent upon our receipt of delivery of the leased premises by August 28, 2021. Subsequent
to the end of the first quarter of our fiscal year 2021, we entered into an Architectural Professional Services Agreement with
a third-party unaffiliated architect for design and development services for this new location (Store #25) for a total contract
price of $73,850, of which $44,300 has been paid subsequent to the end of the first quarter of our fiscal year 2021.
Miramar, Florida (“Big Daddy’s
Wine and Liquors”)
During fourth quarter of our fiscal year 2019,
we entered into a Lease Agreement with a non-affiliated third party for the lease of a retail package liquor store location in
a shopping center at 11225 Miramar Parkway, #245, Miramar, Florida 33024 (Store #24). The shopping center is currently in the
developmental stage and the Lease Agreement is still contingent upon our receipt of delivery of the leased premises by August
28, 2021. Subsequent to the end of the first quarter of our fiscal year 2021, we entered into an Architectural Professional Services
Agreement with a third-party unaffiliated architect for design and development services for this new location (Store #24) for
a total contract price of $18,650, of which $11,190 has been paid subsequent to the end of the first quarter of our fiscal year
2021.
Subsequent events have
been evaluated through the date these consolidated financial statements were issued and except as disclosed herein, no other events
required disclosure.
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
CAUTIONARY NOTE REGARDING LOOKING FORWARD STATEMENTS
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 the effect of
the novel coronavirus pandemic and related “shelter-in-place” orders and other governmental mandates (“COVID
19”), 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 our periodic reports, including our Annual Report on Form 10-K for the fiscal year ended October 3, 2020.
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.
OVERVIEW
As of January 2, 2021, Flanigan’s Enterprises,
Inc., a Florida corporation, together with its subsidiaries (“we”, “our”, “ours” and “us”
as the context requires), (i) operates 27 units, 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) franchises an additional five
units, consisting of two restaurants (one of which we operate) and three combination restaurants/package liquor stores. 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 January 2, 2021 and
as compared to December 28, 2019. 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 marks “Big Daddy’s Liquors” or “Big Daddy’s Wine
& Liquors”.
Types of Units
|
January 2, 2021
|
October 3, 2020
|
December 28, 2019
|
|
Company Owned:
Combination package and restaurant
|
3
|
3
|
3
|
(1)
|
Restaurant only
|
7
|
7
|
7
|
|
Package store only
|
7
|
7
|
7
|
|
|
|
|
|
|
Company Operated Restaurants Only:
|
|
|
|
|
Limited Partnerships
|
8
|
8
|
8
|
|
Franchise
|
1
|
1
|
1
|
|
Unrelated Third Party
|
1
|
1
|
1
|
|
|
|
|
|
|
Total Company Owned/Operated Units
|
27
|
27
|
27
|
|
Franchised Units
|
5
|
5
|
5
|
(2)
|
Notes:
(1) During the first quarter of our
fiscal year 2019, our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida (Store
#19) was damaged by a fire which has caused it to be closed since the first quarter of our fiscal year 2019. Store #19 remains closed through January 2, 2021.
(2) 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.
In March 2020, a novel strain of coronavirus
was declared a global pandemic and a National Public Health Emergency. The novel coronavirus pandemic and related “shelter-in-place”
orders and other governmental mandates relating thereto (collectively, “COVID-19”) adversely affected and will, in
all likelihood continue to adversely affect, our restaurant operations and financial results for the foreseeable future. Throughout
the first quarter of our fiscal year 2021, in accordance with guidance from health officials, we have offered both indoor and outdoor
food and bar options at all of our restaurants, with, among other precautions appropriate social distancing and mask requirements
for all customers and employees.
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.
Limited Partnership Financial Arrangement:
We manage and control the operations of all restaurants owned by limited partnerships, except the Fort Lauderdale, Florida restaurant
which is owned by a related franchisee. Accordingly, the results of operations of all limited partnership owned restaurants, except
the Fort Lauderdale, Florida restaurant are consolidated into our operations for accounting purposes. The results of operations
of the Fort Lauderdale, Florida restaurant are accounted for by us utilizing the equity method 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 January 2, 2021, all limited partnerships 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 a fee equal to 3% of gross sales for use of the service mark “Flanigan’s
Seafood Bar and Grill”.
RESULTS OF OPERATIONS
|
|
-----------------------Thirteen Weeks Ended-----------------------
|
|
|
|
January 2, 2021
|
|
|
December 28, 2019
|
|
|
|
Amount
(In
thousands)
|
|
|
Percent
|
|
|
Amount
(In
thousands)
|
|
|
Percent
|
|
Restaurant food sales
|
|
$
|
18,328
|
|
|
|
59.54
|
|
|
$
|
18,742
|
|
|
|
61.77
|
|
Restaurant bar sales
|
|
|
4,443
|
|
|
|
14.43
|
|
|
|
5,891
|
|
|
|
19.42
|
|
Package store sales
|
|
|
8,011
|
|
|
|
26.03
|
|
|
|
5,707
|
|
|
|
18.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales
|
|
$
|
30,782
|
|
|
|
100.00
|
|
|
$
|
30,340
|
|
|
|
100.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franchise related revenues
|
|
|
386
|
|
|
|
|
|
|
|
360
|
|
|
|
|
|
Rental income
|
|
|
187
|
|
|
|
|
|
|
|
194
|
|
|
|
|
|
Other operating income
|
|
|
25
|
|
|
|
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
$
|
31,380
|
|
|
|
|
|
|
$
|
30,941
|
|
|
|
|
|
Comparison of Thirteen Weeks Ended January 2, 2021 and
December 28, 2019.
Revenues. Total
revenue for the thirteen weeks ended January 2, 2021 increased $439,000 or 1.42% to $31,380,000 from $30,941,000 for the
thirteen weeks ended December 28, 2019 due primarily to increased package liquor store sales and increased menu prices,
offset by a decrease in restaurant traffic due to COVID-19. Effective November 29, 2020 we increased menu prices for our bar
offerings to target an increase to our bar revenues of approximately 1.83% annually and effective December 6, 2020 we
increased menu prices for our food offerings to target an increase to our food revenues of approximately 2.45% annually to
offset higher food costs and higher overall expenses, (the “2020 Prices Increases”). Prior to these increases, we
previously raised menu prices in the third quarter of our fiscal year 2019. We expect that Store #19 (2505 N. University
Drive, Hollywood, Florida) will remain closed during our fiscal year 2021 due to damages caused by a fire in October 2018 and
accordingly do not expect to generate any revenue from it.
Restaurant Food Sales.
Restaurant revenue generated from the sale of food, including non-alcoholic
beverages, at restaurants totaled $18,328,000 for the thirteen weeks ended January 2, 2021 as compared to $18,742,000 for the thirteen
weeks ended December 28, 2019. The decrease in restaurant food sales for the thirteen weeks ended January 2, 2021 as compared
to restaurant food sales during the thirteen weeks ended December 28, 2019 is attributable to the negative effects of COVID-19
on our operations, partially offset by the 2020 Price Increases. Comparable
weekly restaurant food sales (for restaurants open for all of the first quarter of our fiscal year 2021 and the first quarter of
our fiscal year 2020, which consists of nine restaurants owned by us, (excluding Store #19 which was closed for the thirteen
weeks ended January 2, 2021 and December 28, 2019 due to a fire on October 2, 2018) and
eight restaurants owned by affiliated limited partnerships) was $1,401,000 and $1,432,000 for the thirteen weeks ended January
2, 2021 and December 28, 2019, respectively, a decrease of 2.16%. Comparable weekly restaurant food sales for Company owned restaurants
only was $681,000 and $721,000 for the first quarter of our fiscal year 2021 and the first quarter of our fiscal year 2020, respectively,
a decrease of 5.55%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only was $720,000
and $711,000 for the first quarter of our fiscal year 2021 and the first quarter of our fiscal year 2020, respectively, an increase
of 1.27%.
Restaurant
Bar Sales. Restaurant revenue generated from the sale of alcoholic beverages at restaurants totaled $4,443,000 for
the thirteen weeks ended January 2, 2021 as compared to $5,891,000 for the thirteen weeks ended December 28, 2019. The decrease
in restaurant bar sales during the thirteen weeks ended January 2, 2021 is primarily due to the negative effects of COVID-19 on
our operations, partially offset by the 2020 Price Increases. Comparable
weekly restaurant bar sales (for restaurants open for all of the first quarter of our fiscal year 2021 and the first quarter of
our fiscal year 2020, which consists of nine restaurants owned by us, (excluding Store #19 which was closed for the thirteen
weeks ended January 2, 2021 and December 28, 2019 due to a fire on October 2, 2018), and
eight restaurants owned by affiliated limited partnerships) was $342,000 for the thirteen weeks ended January 2, 2021 and $453,000
for the thirteen weeks ended December 28, 2019, a decrease of 24.50%. Comparable weekly restaurant bar sales for Company owned
restaurants only was $141,000 and $207,000 for the first quarter of our fiscal year 2021 and the first quarter of our fiscal year
2020, respectively, a decrease of 31.88%. Comparable weekly restaurant bar sales for affiliated limited partnership owned restaurants
only was $201,000 and $246,000 for the first quarter of our fiscal year 2021 and the first quarter of our fiscal year 2020, respectively,
a decrease of 18.29%.
Package Store
Sales. Revenue generated from sales of liquor and related items at package liquor stores totaled $8,011,000 for the
thirteen weeks ended January 2, 2021 as compared to $5,707,000 for the thirteen weeks ended December 28, 2019, an increase of
$2,304,000. This increase was primarily due to increased package liquor store traffic due to what appears to be an increased
demand for package liquor store products resulting from COVID-19 during the first quarter of our fiscal year 2021 and the
fact that New Year’s Day 2021 occurred during the first quarter of our fiscal year 2021, while New Year’s Day
2020 occurred during the second quarter of our fiscal year 2020. The weekly average of same store package liquor store sales,
which includes nine (9) Company-owned package liquor stores, (excluding Store #19, which was closed for our fiscal years
2021 and 2020 due to a fire on October 2, 2018, but includes Store #45, which opened for business on October 10, 2019), was
$616,000 and $439,000 for our fiscal years 2021 and 2020 respectively, an increase of 40.32%.
Operating Costs and Expenses.
Operating costs and expenses, (consisting of cost of merchandise sold, payroll and related costs, occupancy costs and selling,
general and administrative expenses), for the thirteen weeks ended January 2, 2021 increased $400,000 or 1.34% to $30,110,000 from
$29,710,000 for the thirteen weeks ended December 28, 2019. The increase was primarily due to an expected general increase in food
costs, offset by actions taken by management to reduce and/or control costs. We anticipate that our operating costs and expenses
will continue to increase through our fiscal year 2021 for the same reasons. Operating costs and expenses decreased as a percentage
of total sales to approximately 95.95% in the first quarter of our fiscal year 2021 from 96.02% in the first quarter of our fiscal
year 2020.
Gross Profit. Gross profit is
calculated by subtracting the cost of merchandise sold from sales.
Restaurant
Food and Bar Sales. Gross profit for food and bar sales for the thirteen weeks ended January 2, 2021 decreased to $15,249,000
from $16,209,000 for the thirteen weeks ended December 28, 2019. Our gross profit margin
for restaurant food and bar sales (calculated as gross profit reflected as a percentage of restaurant food and bar sales), was
66.97% for the thirteen weeks ended January 2, 2021 and 65.80% for the thirteen weeks ended December 28, 2019. Gross profit
margin for restaurant food and bar sales increased during the first quarter of our fiscal year 2021 when compared to the first
quarter of our fiscal year 2020 due to, among other things, the inclusion of a 10% take-out charge on restaurant food sales and
the 2020 Price Increases, offset by the negative effects of COVID-19 on our restaurant operations as well as higher food costs.
Package
Store Sales. Gross profit for package store sales for the thirteen weeks ended January 2, 2021 increased to $2,160,000
from $1,568,000 for the thirteen weeks ended December 28, 2019, due primarily to increased package liquor store traffic
which we believe has been caused by COVID-19. Our gross profit margin,
(calculated as gross profit reflected as a percentage of package liquor store sales), for package store sales was 26.96% for the
thirteen weeks ended January 2, 2021 and 27.48% for the thirteen weeks ended December 28, 2019.
Payroll and Related Costs. Payroll
and related costs for the thirteen weeks ended January 2, 2021 decreased $54,000 or 0.57% to $9,463,000 from $9,517,000 for the
thirteen weeks ended December 28, 2019. Payroll and related costs for the thirteen weeks ended January 2, 2021 were stable, notwithstanding
higher costs for employees such as cooks. Payroll and related costs as a percentage of total sales was 30.16% in the first quarter
of our fiscal year 2021 and 30.76% of total sales in the first quarter of our fiscal year 2020.
Occupancy Costs. Occupancy costs
(consisting of percentage rent, common area maintenance, repairs, real property taxes, amortization of leasehold purchases and
rent expense associated with operating lease liabilities under ASC 842) for the thirteen weeks ended January 2, 2021 decreased
$51,000 or 2.75% to $1,806,000 from $1,857,000 for the thirteen weeks ended December 28, 2019. We anticipate that our occupancy
costs will remain stable throughout the balance of our fiscal year 2021.
Selling, General and Administrative Expenses.
Selling, general and administrative expenses (consisting of general corporate expenses, including but not limited to advertising,
insurance, professional costs, clerical and administrative overhead) for the thirteen weeks ended January 2, 2021 decreased $305,000
or 5.28% to $5,468,000 from $5,773,000 for the thirteen weeks ended December 28, 2019. Selling, general and administrative expenses
decreased as a percentage of total sales in the first quarter of our fiscal year 2021 to 17.42% as compared to 18.66% in the first
quarter of our fiscal year 2020. We anticipate that our selling, general and administrative expenses will increase throughout the
balance of our fiscal year 2021 due primarily to increases across all categories.
Depreciation and Amortization.
Depreciation and amortization for the thirteen weeks ended January 2, 2021 decreased $43,000 or 5.26% to $774,000 from $817,000
for the thirteen weeks ended December 28, 2019. As a percentage of total revenue, depreciation expense was 2.47% of revenue for
the thirteen weeks ended January 2, 2021 and 2.64% of revenue in the thirteen weeks ended December 28, 2019.
Interest Expense, Net.
Interest expense, net, for the thirteen weeks ended January 2, 2021 increased $75,000 to $279,000 from $204,000 for the
thirteen weeks ended December 28, 2019. Interest expense, net, increased for the thirteen weeks ended January 2, 2021 due to
our borrowing of an additional $4.5 million during the first quarter of our fiscal year 2020 on the re-financing by our
wholly owned subsidiary, Flanigan’s Calusa Center, LLC, of its mortgage loan with an unrelated third party lender,
increasing the principal amount borrowed from $2.72 million to $7.21 million, our borrowing of an additional approximately
$10.0 million during the third quarter of our fiscal year 2020 on our PPP Loans and the interest expense from the financed lease.
Interest expense, net, will increase throughout the balance of our fiscal year 2021 due to our borrowing of an additional
$10.0 million during the third quarter of our fiscal year 2020 on our PPP Loans, if not forgiven.
Income Taxes. Income taxes
for the thirteen weeks ended January 2, 2021 was a benefit of $4,000 and an expense of $118,000 for the thirteen weeks ended
December 28, 2019. Income taxes for the thirteen weeks ended January 2, 2021 was a benefit of $4,000 which represents the net
difference in the deferred tax assets plus the current state income tax expense.
Net Income. Net
income for the thirteen weeks ended January 2, 2021 increased $111,000 or 12.05% to $1,032,000 from $921,000 for the thirteen
weeks ended December 28, 2019. Net income for the thirteen weeks ended January 2, 2021 increased when compared to net income
for the thirteen weeks ended December 28, 2019 primarily due to increased revenue at our retail package liquor stores, the
2020 Price Increases and the fluctuation in the tax provision, offset by the negative effects of COVID-19 on our operations, higher
food costs and overall expenses. As a percentage of sales, net income for the thirteen weeks ended January 2, 2021 was 3.29%,
as compared to 2.98% for the thirteen weeks ended December 28, 2019.
Net Income Attributable to
Stockholders. Net income for the thirteen weeks ended January 2, 2021 increased $286,000 or 57.89% to $780,000 from
$494,000 for the thirteen weeks ended December 28, 2019. Net income attributable to stockholders for the thirteen weeks ended
January 2, 2021 increased when compared to the thirteen weeks ended December 28, 2019 primarily due to increased revenue at
our retail package liquor stores, the 2020 Price Increases and the fluctuation in the tax provision, offset by the negative effects of
COVID-19 on our operations, higher food costs and overall expenses. As a percentage of sales, net income for the thirteen
weeks ended January 2, 2021 was 2.49%, as compared to 1.60% for the thirteen weeks ended December 28, 2019.
New Limited Partnership Restaurants
As new restaurants open, our income from operations
will be adversely affected due to our obligation to advance pre-opening costs, including but not limited to pre-opening rent for
the new locations. During the first quarter of our fiscal year 2021, we had one new restaurant location in Sunrise, Florida in
the development stage. During the fourth quarter of our fiscal year 2019, we entered leases for two spaces adjacent to each other,
to house a new “Flanigan’s Seafood Bar and Grill” as well as a “Big Daddy’s Wine and Liquors”
in a shopping center in Miramar, Florida, which shopping center is currently under construction as well as lease.
Menu Price Increases and Trends
During the first quarter of our fiscal
year 2021, we increased menu prices for our bar offerings (effective November 29, 2020) to target an increase to our bar revenues
of approximately 1.83% annually and we increased menu prices for our food offerings (effective December 6, 2020) to target an increase
to our food revenues of approximately 2.45% annually to offset higher food costs and higher overall expenses. Prior to these increases,
we previously raised menu prices in the third quarter of our fiscal year 2019.
COVID-19 has and will continue to materially
and adversely affect our restaurant business for what may be a prolonged period of time. This damage and disruption has resulted
from events and factors that were impossible for us to predict and are beyond our control. As a result, COVID-19 has materially adversely affected our results of
operations during the first quarter of our fiscal year 2021 and will, in all likelihood, impact our results of operations, liquidity
and/or financial condition throughout the remainder of our fiscal year 2021. The extent to which our restaurant business may be
adversely impacted and its effect on our operations, liquidity and/or financial condition cannot be accurately predicted.
We are not actively searching for locations
for the operation of new package liquor stores, but during the fourth quarter of our fiscal year 2019, we entered a lease to house
a new “Big Daddy’s Wine & Liquors” package liquor store in space adjacent to where we are planning a new
“Flanigan’s Seafood Bar and Grill”, restaurant in a shopping center in Miramar, Florida, which shopping center
is currently under construction.
Liquidity and Capital Resources
We fund our operations through cash
from operations and borrowings from third parties. As of January 2, 2021, we had cash of approximately $31,028,000, an increase
of $1,106,000 from our cash balance of $29,922,000 as of October 3, 2020. During the first quarter of our fiscal year 2021, we
closed on our purchase of the real property and improvements located at 5450 N. State Road 7, North Lauderdale, Florida where we
operate a combination “Flanigan’s Seafood Bar and Grill” restaurant and “Big Daddy’s Liquors”
package liquor store (Store #40) and paid $1,200,000 cash at closing. During the third quarter of our fiscal year 2020, we, certain
of the entities owning the limited partnership stores (the “LP’s”), franchised stores (the “Franchisees”)
as well as the store we manage but do not own (the “Managed Store”) (collectively, the “Borrowers”), applied
for and received loans from an unrelated third party lender (the “Lender”) pursuant to the Paycheck Protection Program
(the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted March 27,
2020, in the aggregate principal amount of approximately $13.1 million (the “PPP Loans”), of which approximately: (i)
$5.9 million was loaned to us; (ii) $4.1 million was loaned to 8 of the LP’s; (iii) $2.6 million was loaned to 5 of the Franchisees;
and (iv) $0.5 million was loaned to the Managed Store. During the first quarter of our fiscal year 2020, our wholly owned subsidiary,
Flanigan’s Calusa Center, LLC, re-financed its mortgage loan with an unrelated third party lender, increasing the principal
amount borrowed from $2.72 million to $7.21 million.
The PPP Loans, which are in the form
of Notes issued by each of the Borrowers, mature two years from the date of funding (dates ranging from May 5, 2022 to May 11,
2022) and bear interest at a rate of 1.00% per annum, payable monthly commencing approximately twelve months from the date of issuance
of the Notes (issuance dates ranging from April 30, 2020 to May 6, 2020). The Notes may be prepaid by the applicable Borrower at
any time prior to maturity with no prepayment penalties. Proceeds from the PPP Loans are available to the respective Borrower to
fund designated expenses, including certain payroll costs, group health care benefits and other permitted expenses, including rent
and interest on mortgages and other debt obligations incurred before February 15, 2020. Under the terms of the PPP, up to the entire
amount of principal and accrued interest may be forgiven to the extent the proceeds of the PPP Loans are used for qualifying expenses
as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP.
Subsequent to the end of the first quarter of our fiscal year 2021, we began applying for forgiveness under our PPP Loans. No assurance
can be given that the Borrowers will obtain forgiveness of the PPP Loan in whole or in part.
With respect to any portion of any of
the PPP Loans that is not forgiven under the terms of the PPP, such amounts will be subject to customary provisions for a loan
of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions
of the applicable PPP Note and cross-defaults on any other loan with the Lender or other creditors.
Notwithstanding the negative effects
of COVID-19 on our operations, 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.
Cash Flows
The following table is a summary of our cash
flows for the first thirteen weeks of fiscal years 2021 and 2020.
|
|
---------Thirteen Weeks Ended--------
|
|
|
|
January 2, 2021
|
|
|
December 28, 2019
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
3,770
|
|
|
$
|
3,428
|
|
Net cash used in investing activities
|
|
|
(1,568
|
)
|
|
|
(1,296
|
)
|
Net cash provided by (used in) financing activities
|
|
|
(1,096
|
)
|
|
|
3,318
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash and Cash Equivalents
|
|
|
1,106
|
|
|
|
5,450
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, Beginning
|
|
|
29,922
|
|
|
|
13,672
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, Ending
|
|
$
|
31,028
|
|
|
$
|
19,122
|
|
We did not declare or pay a cash dividend on
our capital stock in the first quarter of our fiscal year 2021 or the first quarter of our fiscal year 2020. 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. During the thirteen weeks ended January 2, 2021, we acquired
property and equipment and construction in progress of $1,105,000, (of which $11,000 was deposits recorded in other assets and
$18,000 was purchase deposits transferred to construction in process as of October 3, 2020), including $89,000 for renovations
to three (3) Company owned restaurants. During the thirteen weeks ended December 28, 2019, we acquired property and equipment and
construction in progress of $933,000, (of which $29,000 was deposits recorded in other assets and $2,000 was purchase deposits
transferred to construction in process as of September 28, 2019), including $295,000 for renovations to two (2) limited partnership
owned restaurants and three (3) Company owned restaurants.
All
of our owned units require periodic refurbishing in order to remain competitive. We anticipate the cost of this refurbishment in
our fiscal year 2021 to be approximately $950,000, excluding construction/renovations to Store #19 (our combination package
liquor store and restaurant which is being rebuilt due to damages caused by a fire) and
Store #85 (our Sunrise, Florida restaurant location in development), which funds will be provided from operations.
Long Term Debt
As of January 2, 2021, we had long term debt
of $26,904,000, as compared to $18,120,000 as of December 28, 2019, and $26,323,000 as of October 3, 2020. Our long term debt increased
as of January 2, 2021 as compared to October 3, 2020 due to $1,365,000 for financed insurance premiums, less any payments made
on account thereof. As of January 2, 2021, we are in
compliance with the covenants of all loans with our lender.
Construction Contracts
a. 2505 N. University Drive, Hollywood,
Florida (Store #19)
During the third quarter of our fiscal
year 2019, we entered into an agreement with a third party unaffiliated architect for design and development services
totaling $77,000 for the re-build of our restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19) which
has been closed since October 2018 due to damages caused by a fire, of which $62,000 has been paid. Additionally, during the
third quarter of our fiscal year 2019, we entered into an agreement with a third party unaffiliated general contractor for
site work at this location totaling $1,618,000, (i) to connect the real property where this restaurant operated (Store #19)
to city sewer and (ii) to construct a new building on the adjacent parcel of real property for the operation of a package
liquor store. During our fiscal year 2020 and the first quarter of our fiscal year 2021, we agreed to change orders to the
agreement for additional construction services increasing the total contract price by $140,000 to $1,757,000, of which
$64,000 of the total amount obligated has been paid through January 2, 2021 and of which $69,000 of the total amount
obligated has been paid subsequent to January 2, 2021 and of which $69,000 of the total amount obligated has been paid
subsequent to January 2, 2021.
b. 14301 W. Sunrise Boulevard, Sunrise,
Florida (Store #85)
During the third 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. During our
fiscal year 2020, we agreed upon amendments to the $122,000 Contract for additional design and development services which had the
effect of increasing the total contract price by $18,000 to $140,000, of which $106,000 has been paid through January 2, 2021.
Additionally, during the fourth quarter of our fiscal year 2020, we entered into an agreement with a third party unaffiliated general
contractor for interior renovations at this location totaling $1,236,000, of which $111,000 has been paid through January 2, 2021.
Purchase Commitments
In order to fix the cost and ensure adequate
supply of baby back ribs for our restaurants, on November 9, 2020, we entered into a purchase agreement with our current rib supplier,
whereby we agreed to purchase approximately $6,420,000 of baby back ribs during calendar year 2021 from this vendor at a fixed
cost.
While we anticipate purchasing all of our rib
supply from this vendor, we believe there are several other alternative vendors available, if needed.
Working Capital
The table below summarizes the current assets,
current liabilities, and working capital for our fiscal quarters ended January 2, 2021, December 28, 2019 and our fiscal year ended
October 3, 2020.
Item
|
|
Jan. 2, 2021
|
|
|
Dec. 28,
2019
|
|
|
Oct. 3, 2020
|
|
|
|
(in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
38,023
|
|
|
$
|
26,709
|
|
|
$
|
36,508
|
|
Current Liabilities
|
|
|
28,217
|
|
|
|
17,239
|
|
|
|
25,362
|
|
Working Capital
|
|
$
|
9,806
|
|
|
$
|
9,470
|
|
|
$
|
11,146
|
|
Our working capital increased during our fiscal
quarter ended January 2, 2021 from our working capital for our fiscal quarter ended December 28, 2019 due to the cash received
from (i) the PPP Loan to us of $5.9 million; and (ii) the PPP Loans to our eight limited partnerships of $4.1 million.
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 borrowed funds will adequately fund operations, debt reductions and planned capital
expenditures throughout our fiscal year 2021.
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet
arrangements.
Inflation
The primary inflationary factors affecting
our operations are food, beverage and labor costs. A large number of restaurant personnel are paid at rates based upon applicable
minimum wage and increases in minimum wage directly affect labor costs. To date, inflation has not had a material impact on our
operating results, but this circumstance may change in the future if food and fuel costs rise.