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

 

FORM 10-K

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

 

For the fiscal year ended September 29, 2018

 

OR

 

o

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

 

For the transition period from ____________ to ____________

 

 

Commission File Number 1-6836

 

FLANIGAN'S ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

 

Florida	59-0877638
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)
5059 N.E. 18th Avenue, Fort Lauderdale, Florida	33334
(Address of principal executive offices)	Zip Code

 

(954) 377-1961

(Registrant's telephone number, including area code)

 

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

 

Common Stock, $.10 Par Value	NYSE AMERICAN
Title of each class	Name of each exchange
	on which registered

 

Securities registered pursuant to Section 12(g) of the Act: NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.      Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).      Yes x No o

 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

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.

 

Large accelerated filer ¨      Accelerated filer ¨      Non-accelerated filer ¨

Smaller reporting company ý      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 Act).      Yes o No x

 

The aggregate market value of the voting stock held by non-affiliates of the registrant was $19,694,000 as of March 31, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of the common stock as reported on the NYSE AMERICAN of $24.00.

 

There were 1,858,647 shares of the Registrant's Common Stock, $0.10 par value, outstanding as of December 21, 2018.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the Registrant’s Proxy Statement for the 2019 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year covered by this report.

 

 

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

PART I.
Item 1	Business		5
Item 1A	Risk Factors		18
Item 1B	Unresolved Staff Comments		29
Item 2	Properties		30
Item 3	Legal Proceedings		36
Item 4	Mine Safety Disclosures		36
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		37
Item 6	Selected Financial Data.		37
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation.		38
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.		52
Item 8	Financial Statements and Supplementary Data.		53
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		53
Item 9A	Controls and Procedures.		54
Item 9B.	Other Information		55
PART III.
Item 10	Directors, Executive Officers and Corporate Governance		55
Item 11	Executive Compensation		55
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters		55

 

Item 13	Certain Relationships and Related Transactions, and Director  Independence.		55
Item 14	Principal Accounting  Fees and Services		55
PART IV
Item 15	Exhibits and Financial Statement Schedules.		56
Item 16	Form 10 – K Summary		56
SIGNATURES
LIST XBRL DOCUMENTS

 

 

 

 

 

As used in this Annual Report on Form 10-K, 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).

 

 

 

 

PART I

 

Cautionary Note Regarding Forward-Looking Statements

 

When used in this report, the words "anticipate", "believe", "estimate", “will”, “intend” and “expect” and similar expressions identify forward-looking statements. Forward-looking statements in this report include, but are not limited to, those relating to the general expansion of our business. Although we believe that our plans, intentions and expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K.

 

Item 1. Business

 

General

 

As of September 29, 2018, Flanigan’s Enterprises, Inc,., a Florida corporation, together with its subsidiaries, (i) operates 26 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 foregoing excludes an adult entertainment club which we owned but did not operate which was permanently closed on September 20, 2018 when the 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 September 29, 2018 and as compared to September 30, 2017. 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”.

 

		FISCAL		FISCAL
		YEAR		YEAR
		2018		2017		NOTE NUMBER
TYPES OF UNITS
Company Owned:
Combination package liquor
store and restaurant		3		3
Restaurant only		7		7
Package liquor store only		6		6
Company Managed
Restaurants Only:
Limited partnerships		8		8
Franchise				1
Unrelated Third Party		1		1
Company Owned Club:		-		1		(1)
TOTAL - Company
Owned/Operated Units:		26		27
FRANCHISED - units		5		5		(2)

 

Notes:

 

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

 

(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.

 

 

History and Development of Our Business

 

We were incorporated in Florida in 1959 and commenced operating as a chain of small cocktail lounges and package liquor stores throughout South Florida. By 1970, we had established a chain of "Big Daddy's" lounges and package liquor stores between Vero Beach and Homestead, Florida. From 1970 to 1979, we expanded our package liquor store and lounge operations throughout Florida and opened clubs in five other "Sun Belt" states. In 1975, we discontinued most of our package store operations in Florida except in the South Florida areas of Miami-Dade, Broward, Palm Beach and Monroe Counties. In 1982 we expanded our club operations into the Philadelphia, Pennsylvania area as general partner of several limited partnerships we organized. In March 1985 we began franchising package liquor stores and lounges in the South Florida area. See Note 11 to the consolidated financial statements and the discussion of franchised units on page 7.

 

During our fiscal year 1987, we began renovating our lounges to provide full restaurant food service, and subsequently renovated and added food service to most of our lounges. Food sales currently represent approximately 76.4% and bar sales approximately 23.6% of our total restaurant sales.

 

Our package liquor stores emphasize high volume business by providing customers with a wide variety of brand name and private label merchandise at discount prices. Our restaurants offer alcoholic beverages and full food service with abundant portions and reasonable prices, served in a relaxed, friendly and casual atmosphere.

 

We conduct our operations directly and through a number of limited partnerships and wholly owned subsidiaries, all of which are listed below. Our subsidiaries and the limited partnerships, (except for the limited partnership, where we are not the general partner, which owns and operates our franchised restaurant in Fort Lauderdale, Florida) are reported on a consolidated basis.

 

		STATE OF		PERCENTAGE
ENTITY		ORGANIZATION		OWNED
Flanigan’s Management Services, Inc.		Florida		100
Flanigan’s Enterprises, Inc. of Georgia		Georgia		100
Flanigan’s Enterprises, Inc. of Pa.		Pennsylvania		100
Flanigan’s Enterprises of N. Miami, Inc.		Florida		100
CIC Investors #13, Limited Partnership		Florida		45
CIC Investors #50, Limited Partnership		Florida		23
CIC Investors #55, Limited Partnership		Florida		49
CIC Investors #60, Limited Partnership		Florida		46
CIC Investors #65, Limited Partnership		Florida		28
CIC Investors #70, Limited Partnership		Florida		41
CIC Investors #80, Limited Partnership		Florida		27
CIC Investors #90, Limited Partnership		Florida		5
Josar Investments, LLC		Florida		100
Flanigan’s Calusa Center, LLC		Florida		100

Package Liquor Store Operations

 

Our package liquor stores emphasize high volume business by providing customers with a wide selection of brand name and private label liquors, beer and wines while offering competitive pricing by meeting the published sales prices of our competitors. We provide sales training to our package liquor store personnel. The stores are open for business seven days a week from 9:00-10:00 a.m. to 9:00-10:00 p.m., depending upon demand and local law. Most of our units have "night windows" with extended evening hours.

 

Company Owned Package Liquor Stores. We own and operate nine package liquor stores in the South Florida area under the name “Big Daddy’s Liquors”, three of which are jointly operated with restaurants we own.

 

Franchised Package Liquor Stores. We currently franchise three package liquor stores, all in the South Florida area, all of which are operated under the name “Big Daddy’s Liquors”. Of the three franchised package liquor stores, two are jointly operated with our franchisee’s restaurant operations and one is operated in a free-standing building adjacent to the franchisee’s restaurant operation. Two of the three remaining franchised package liquor stores are franchised to members of the family of our Chairman of the Board, officers and/or directors. We have not entered into a franchise arrangement for either a package liquor store, restaurant or combination package liquor store/restaurant since 1986 and do not anticipate that we will do so in the foreseeable future.

 

Generally, a franchise agreement with our franchisees for the operation of a package liquor store runs for the balance of the term of the franchisee’s lease for the business premises, extended by the franchisee’s continued occupancy of the business premises thereafter, whether by lease or ownership. In exchange for our providing management and related services to the franchisee and our granting the right to the franchisee to use our service mark, “Big Daddy’s Liquors”, franchisees of package liquor stores pay us weekly in arrears, (i) a royalty equal to approximately 1% of gross sales; plus (ii) an amount for advertising equal to between 1-1/2% to 3% of gross sales generated at the stores depending upon our actual advertising costs.

 

Restaurant Operations.

 

Our restaurants provide a neighborhood casual, standardized dining experience, typical of casual restaurant chains. The interior decor of the restaurants is nautical with numerous fishing and boating pictures and decorations. The restaurants are designed to permit minor modifications without significant capital expenditures. However, from time to time we are required to redesign and refurbish the restaurants at significant cost. Drink prices may vary between locations to meet local conditions. Food prices are substantially standardized for all restaurants. The restaurants' hours of operation are from 11:00 a.m. to 1:00-5:00 a.m. depending upon demand and local law.

 

Company Owned Restaurants. We own and operate ten restaurants all under our service mark “Flanigan’s Seafood Bar and Grill” three of which are jointly operated with package liquor stores we own.

 

Franchised Restaurants. We franchise five restaurants, all of which operate under our service mark “Flanigan’s Seafood Bar and Grill”, two of which operate as a restaurant only, two of which operate jointly with a franchisee operated “Big Daddy’s Liquors” package liquor store and one of which operates adjacent to a “Big Daddy’s Liquors” package liquor store.

 

Generally, a franchise agreement with our franchisees for the operation of a restaurant runs for the balance of the term of the franchisee’s lease for the business premises, extended by the franchisee’s continued occupancy of the business premises thereafter, whether by lease or ownership. In exchange for our providing management and related services to the franchisee and our granting the right to the franchisee to use our service mark, “Flanigan’s Seafood Bar and Grill”, our franchisees pay us weekly in arrears, (i) a royalty equal to approximately 3% of gross sales; plus (ii) an amount for advertising equal to between 1-1/2% to 3% of gross sales from the restaurants depending upon our actual advertising costs.

 

For accounting purposes, we do not consolidate the revenue and expenses of our franchisees’ operations with our revenue and expenses. Franchise royalties we receive are “earned” when sales are made by franchisees.

 

Restaurants Owned by Affiliated Limited Partnerships

 

We have invested along with other third parties, (some of whom are or are affiliated with our officers and directors), in nine limited partnerships which currently own and operate nine South Florida based restaurants under our service mark “Flanigan’s Seafood Bar and Grill”. In addition to being a limited partner in these limited partnerships, we are the sole general partner of eight of these limited partnerships and manage and control the operations of these restaurants. We are only a limited partner in the limited partnership which owns and operates the restaurant located in Fort Lauderdale, Florida.

 

Generally, the terms of the limited partnership agreements provide that until the investors’ cash investment in a limited partnership (including any cash invested by us) is returned in full, the limited partnership distributes to the investors annually out of available cash from the operation of the restaurant, as a return of capital, 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 and one-half (1/2) to the investors, (including us), pro-rata based on the investors’ investment, as a return of capital. Once all of the investors, (including us), have received, in full, amounts equal to their cash invested, an annual management fee becomes payable to us equal to one-half (½) of cash available to be distributed, with the other one half (½) of available cash distributed to the investors (including us), as a profit distribution, pro-rata based on the investors’ investment. As of September 29, 2018, limited partnerships owning seven (7) restaurants, (Surfside, Florida, Kendall, Florida, West Miami, Florida, Pinecrest, Florida, Wellington, Florida, Miami, Florida and Pembroke Pines, 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 our receipt of distributable amounts from the limited partnerships, we receive a fee equal to 3% of gross sales for use of our “Flanigan’s Seafood Bar and Grill” service mark, which use is authorized while we act as general partner only. This 3% fee is “earned” when sales are made by the limited partnerships and is paid weekly, in arrears. Whether we will have any additional restaurants under development in the future will be dependent, among other things, on market conditions and our ability to raise capital. We anticipate that we will continue to form limited partnerships to raise funds to own and operate restaurants under our service mark “Flanigan’s Seafood Bar and Grill” using the same or substantially similar financial arrangements.

 

Below is information on the nine limited partnerships which own and operate “Flanigan’s Seafood Bar and Grill” restaurants:

 

Surfside, Florida

 

We are the sole general partner and a 46% limited partner in this limited partnership which has owned and operated a restaurant in Surfside, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since March 6, 1998. 33.3% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.

 

Kendall, Florida

 

We are the sole general partner and a 41% limited partner in this limited partnership which has owned and operated a restaurant in Kendall, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since April 4, 2000. 28.3% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.

 

West Miami, Florida

 

We are the sole general partner and a 27% limited partner in this limited partnership which has owned and operated a restaurant in West Miami, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since October 11, 2001. 32.7% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.

 

Wellington, Florida

 

We are the sole general partner and a 28% limited partner in this limited partnership which has owned and operated a restaurant in Wellington, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since May 27, 2005. 22.4% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (1/2) of the cash available for distribution by this limited partnership.

 

Pinecrest, Florida

 

We are the sole general partner and 45% limited partner in this limited partnership which has owned and operated a restaurant in Pinecrest, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since August 14, 2006. 20.2% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.

 

 

Pembroke Pines, Florida

 

We are the sole general partner and a 23% limited partner in this limited partnership which has owned and operated a restaurant in Pembroke Pines, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since October 29, 2007. 23.8% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. As of the end of our fiscal year 2018, this limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.

 

Davie, Florida

 

We are the sole general partner and a 49% limited partner in this limited partnership which has owned and operated a restaurant in Davie, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since July 28, 2008. 12.3% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. As of the end of our fiscal year 2018, this limited partnership has returned to its investors approximately 91.5% of their initial cash invested, increased from approximately 83.0% as of the end of our fiscal year 2017.

 

Miami, Florida

 

We are the sole general partner and a 5% limited partner in this limited partnership which has owned and operated a restaurant in Miami, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since December 27, 2012. 26.8% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.

 

Fort Lauderdale, Florida

 

A corporation, owned by one of our board members, acts as sole general partner of a limited partnership which has owned and operated a restaurant in Fort Lauderdale, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since April 1, 1997. We have a 25% limited partnership interest in this limited partnership. 31.9% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all cash invested, but since we are not the general partner of this limited partnership, we do not receive an annual management fee. We have a franchise arrangement with this limited partnership and for accounting purposes, we do not consolidate the operations of this limited partnership into our operations.

 

Management Agreement for “The Whale’s Rib” Restaurant

 

Since January, 2006, we have managed “The Whale’s Rib”, a casual dining restaurant located in Deerfield Beach, Florida, pursuant to a management agreement. We paid $500,000 in exchange for our rights to manage this restaurant. The restaurant is owned by a third party unaffiliated with us. In exchange for providing management, bookkeeping and related services, we receive one-half (½) of the net profit, if any, from the operation of the restaurant. For our fiscal years ended September 29, 2018 and September 30, 2017, we generated $380,000 and $425,000 of revenue, respectively from providing these management services.

 

Adult Entertainment Club

 

Until September 20, 2018, we owned, but did not operate, an adult entertainment nightclub located in Atlanta, Georgia which operated under the name “Mardi Gras”. We had a management agreement with an unaffiliated third party to manage the club. Under our management agreement, the unaffiliated third party management firm paid us an annual amount, paid monthly, equal to the greater of $150,000 or ten (10%) percent of gross sales from the club, offset by one-half (1/2) of any rental increases, provided our fees would never be less than $150,000 per year. For our fiscal years ended September 29, 2018 and September 30, 2017, we generated $138,000 and $150,000 of revenue, respectively, from the operation of the club. On September 20, 2018, the adult entertainment club was closed permanently when the Federal Court upheld recently enacted local legislation which prohibited the operation of the club as then operated and we will no longer receive any revenue under the management agreement.

 

Operations and Management

 

We emphasize systematic operations and control of all package liquor stores and restaurants regardless of whether we own, franchise or manage the unit. Each unit has its own manager who is responsible for monitoring inventory levels, supervising sales personnel, food preparation and service in restaurants and generally assuring that the unit is managed in accordance with our guidelines and procedures. We have in effect an incentive cash bonus program for our managers and salespersons based upon various performance criteria. Our operations are supervised by supervisors, who visit units to provide on-site management and support. There are three supervisors responsible for package liquor store operations and five supervisors responsible for restaurant operations.

 

All of our managers and salespersons receive extensive training in sales techniques. We arrange for independent third parties, or "shoppers", to inspect each unit in order to evaluate the unit's operations, including the handling of cash transactions.

 

Purchasing and Inventory

 

The package liquor business requires a constant substantial capital investment in inventory in the units. Our inventory consists primarily of liquor and wine products and as such, does not become excessive or obsolete that would require identifying and recording of the same. Liquor inventory purchased can normally be returned only if defective or broken.

 

All of our purchases of liquor inventory are made through our purchasing department from our corporate headquarters. The major portion of inventory is purchased under individual purchase orders with licensed wholesalers and distributors who deliver the merchandise within one or two days of the placing of an order. Frequently there is only one wholesaler in the immediate marketing area with an exclusive distributorship of certain liquor product lines. Substantially all of our liquor inventory is shipped by the wholesalers or distributors directly to our stores. We significantly increase our inventory prior to Christmas, New Year's Eve and other holidays. Under Florida law, we are required to pay for our liquor purchases within ten days of delivery.

 

Negotiations with food suppliers are conducted by our purchasing department at our corporate headquarters. We believe this ensures that the best quality and prices will be available to each restaurant. Orders for food products are prepared by each restaurant's kitchen manager and reviewed by the restaurant's general manager before orders are placed. Food is delivered by the supplier directly to each restaurant. Orders are placed several times a week to ensure product freshness. Food inventory is primarily paid for monthly.

 

Government Regulation

 

Our operations are subject to various federal, state and local laws affecting our business. In particular, our operations are subject to regulation by federal agencies and to licensing and regulation by state and local health, sanitation, alcoholic beverage control, safety and fire department agencies in the state or municipality where our units are located.

 

Alcoholic beverage control regulations require each of our restaurants and package liquor stores to obtain a license to sell alcoholic beverages from a state authority and in certain locations, county and municipal authorities.

 

In Florida, where all of our restaurants and package liquor stores are located, most of our liquor licenses are issued on a "quota license" basis. Quota licenses are issued on the basis of a population count established from time to time under the latest applicable census. Because the total number of liquor licenses available under a quota license system is limited and restrictions are placed upon their transfer, the licenses have purchase and resale value based upon supply and demand in the particular areas in which they are issued. The quota licenses held by us allow the sale of liquor for on and off premises consumption. In Florida, the other liquor licenses held by us or limited partnerships of which we are the general partner are restaurant liquor licenses, which do not have quota restrictions and no purchase or resale value. A restaurant liquor license is issued to every applicant who meets all of the state and local licensing requirements, including, but not limited to zoning and minimum restaurant size, seating and menu. The restaurant liquor licenses held by us allow the sale of liquor for on premises consumption only.

 

In the State of Georgia, where our adult entertainment club was located, licensed establishments also do not have quota restrictions for on-premises consumption and such licenses are issued to any applicant who meets all of the state and local licensing requirements based upon extensive license application filings and investigations of the applicant and have no purchase or resale value.

 

All licenses must be renewed annually and may be revoked or suspended for cause at any time. Suspension or revocation may result from violation by the licensee or its employees of any federal, state or local law regulation pertaining to alcoholic beverage control. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of our units, including, minimum age of patrons and employees, hours of operations, advertising, wholesale purchasing, inventory control, handling, storage and dispensing of alcoholic beverages, internal control and accounting and collection of state alcoholic beverage taxes.

 

As the sale of alcoholic beverages constitutes a large share of our revenue, the failure to receive or retain, or a delay in obtaining a liquor license in a particular location could adversely affect our operations in that location and could impair our ability to obtain licenses elsewhere.

 

During our fiscal years 2018 and 2017, no significant pending matters have been initiated concerning any of our licenses which might be expected to result in a revocation of a liquor license or other significant actions against us.

 

We are subject to “dram-shop” statutes due to our restaurant operations and club ownership. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. We carry liquor liability coverage as part of our existing comprehensive general liability insurance, which we believe is consistent with coverage carried by other entities in the restaurant industry. Although we are covered by insurance, a judgment against us under a dram-shop statute in excess of our liability coverage could have a material adverse effect on us.

 

Our operations are also subject to federal and state laws governing such matters as wages, working conditions, citizenship requirements and overtime. Significant numbers of hourly personnel at our restaurants are paid at rates related to the federal or Florida minimum wage, whichever is higher, and accordingly, increases in the minimum wage will increase labor costs. We are also subject to the Americans With Disability Act of 1990 (ADA), which, among other things, may require certain renovations to our restaurants to meet federally mandated requirements. The cost of any such renovations is not expected to materially affect us.

 

We are not aware of any statute, ordinance, rule or regulation under present consideration which would significantly limit or restrict our business as now conducted. However, in view of the number of jurisdictions in which we conduct business, and the highly regulated nature of the liquor business, there can be no assurance that additional limitations may not be imposed in the future, even though none are presently anticipated.

 

 

General Liability Insurance

 

We have general liability insurance which incorporates a semi-self-insured plan under which we assume the full risk of the first $50,000 of exposure per occurrence, while the limited partnerships assume the full risk of the first $10,000 of exposure per occurrence. Our insurance carrier is responsible for $1,000,000 coverage per occurrence above our self-insured deductible, up to a maximum aggregate of $2,000,000 per year. During our fiscal year 2018 we were able to purchase excess liability insurance at a reasonable premium, whereby our excess insurance carrier is responsible for $6,000,000 coverage above our primary general liability insurance coverage. With the exception of one (1) limited partnership which has higher general liability insurance coverage to comply with the terms of its lease for the business premises, we are un-insured against liability claims in excess of $7,000,000 per occurrence and in the aggregate. We are in discussions to secure general liability and excess liability insurance for the period commencing after the expiration of the current policies on December 30, 2018.

 

Our general policy is to settle only those legitimate and reasonable claims asserted and to aggressively defend and go to trial, if necessary, on frivolous and unreasonable claims. We have established a group of defense attorneys which we use in conjunction with this program. Under our current liability insurance policy, any expense incurred by us in defending a claim, including adjusters and attorney's fees, are a part of our $50,000 or $10,000, as applicable, self-insured retentions.

 

In accordance with accounting guidance, we accrue for any self-insured liability by recognizing costs when it is probable that a covered liability has been incurred and the cost can be reasonably estimated. Accordingly, our annual self-insurance costs may be subject to adjustment from previous estimates as facts and circumstances change. Our self-insured accruals are included in the accompanying consolidated balance sheets in the caption "Accounts payable and accrued expenses". A significant unfavorable judgment or settlement against us in excess of our liability insurance coverage could have a materially adverse effect on the Company.

 

Property Insurance; Windstorm Insurance; Deductibles

 

For the policy year beginning December 30, 2017, our property insurance is a one (1) year policy with an unaffiliated third party insurance carrier, including coverage for properties leased by us and our consolidated limited partnerships, and provides for full insurance coverage for property losses, including those caused by windstorm, such as a hurricane. We are in discussions to secure property insurance for the period commencing after the expiration of the current policy on December 30, 2018. For property losses caused by windstorm, the property insurance has a fixed deductible of $100,000, plus 5% of all insured losses, per occurrence. For all other property losses, the property insurance has deductibles of $10,000 per location, per occurrence. The one (1) year property insurance premium is in the amount of $564,000, of which $453,000 is financed through an unaffiliated third party lender. The finance agreement provides that we are obligated to repay the amount financed, together with interest at the rate of 3.15% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of approximately $46,000. The finance agreement is secured by a security interest in the insurance policy, all unearned premium, return premium, dividend payments and loss payments thereof.

 

Competition and the Company's Market

 

The liquor and hospitality industries are highly competitive and are often affected by changes in taste and entertainment trends among the public, by local, national and economic conditions affecting spending habits, and by population and traffic patterns. We believe that the principal means of competition among package liquor stores is price and that, in general, the principal means of competition among restaurants include the location, type and quality of facilities and the type, quality and price of beverage and food served.

 

Our package liquor stores compete directly or indirectly with local retailers and discount "superstores". Due to the competitive nature of the liquor industry in South Florida, we have had to adjust our pricing to stay competitive, including meeting all competitors’ advertisements. Such practices will continue in the package liquor business. We believe that we have a competitive position in our market because of widespread consumer recognition of the "Big Daddy's Liquors" name.

 

Our restaurants compete directly or indirectly with many well-established competitors, both nationally and locally owned. In September 2017, we increased certain menu prices for our bar offerings to target an increase to our total bar revenues of approximately 4.9% annually and we also increased certain restaurant menu prices for our food offerings to target an increase to our total food revenues of approximately 4.0% annually. We believe that we have a competitive position in our market because of widespread consumer recognition of the "Flanigan’s Seafood Bar and Grill" name.

 

We have many well-established competitors, both nationally and locally owned, with substantially greater financial resources than we do. Their resources and market presence may provide advantages in marketing, purchasing and negotiating leases. We compete with other restaurant and retail establishments for sites and finding management personnel.

 

Our business is subject to seasonal effects, including that liquor purchases tend to increase during the holiday seasons.

 

Trade Names

 

We operate our package liquor stores and restaurants under two service marks; "Big Daddy's Liquors" and "Flanigan's Seafood Bar and Grill", both of which are federally registered trademarks owned by us. Our right to the use of the "Big Daddy's" service mark is set forth under a consent decree of a Federal Court entered into by us in settlement of federal trademark litigation. The consent decree and the settlement agreement allow us to continue to use and to expand our use of the "Big Daddy's” service mark in connection with our package liquor sales in Florida, while restricting future liquor sales in Florida under the "Big Daddy's" name by the other party who has a federally registered service mark for "Big Daddy's" use in the restaurant business. The Federal Court retained jurisdiction to enforce the consent decree. We have acquired registered Federal trademarks on the principal register for our "Flanigan's" and “Flanigan’s Seafood Bar and Grill” service marks.

 

The standard symbolic trademark associated with our facilities and operations is the bearded face and head of "Big Daddy" which is predominantly displayed at all "Flanigan's" facilities and all "Big Daddy's" facilities throughout the country. The face comprising this trademark is that of the Company’s founder, Joseph "Big Daddy" Flanigan, and is a federally registered trademark owned by us.

 

Employees

 

As of our fiscal year end 2018, we employed 1,740 persons, of which 1,019 were full-time and 721 were part-time. Of these, 45 were employed at our corporate offices in administrative capacities and 11 were employed in maintenance. Of the remaining employees, 59 were employed in package liquor stores and 1,625 in restaurants.

 

None of our employees are represented by collective bargaining organizations. We consider our labor relations to be favorable.

 

 

EXECUTIVE OFFICERS

 

	Positions and Offices				Office or Position
Name	Currently Held		Age		Held Since
James G. Flanigan	Chairman of the Board of Directors, Chief Executive Officer and President		54		(1)
August Bucci	Chief Operating Officer and Executive Vice President		74		2002
Jeffrey D. Kastner	Chief Financial Officer, General Counsel and Secretary		65		(2)
Christopher O’Neil	Vice President of Package Operations		53		2016

 

(1)

Chairman of the Board of Directors, Chief Executive Officer since 2005; President since 2002.

 

(2)

Chief Financial Officer since 2004; Secretary since 1995; and General Counsel since 1982.

 

Flanigan’s 401(k) Plan

 

Effective July 1, 2004, we began sponsoring a 401(k) retirement plan covering substantially all employees who meet certain eligibility requirements. Employees may contribute elective deferrals to the plan up to amounts allowed under the Internal Revenue Code. We are not required to contribute to the plan but may make discretionary profit sharing and/or matching contributions. During our fiscal years ended September 29, 2018 and September 30, 2017, the Board of Directors approved discretionary matching contributions totaling $57,000 and $46,000, respectively.

 

Environmental Matters

 

We are not aware of any federal, state or local environmental laws or regulations that will materially affect our earnings or competitive position or result in material capital expenditures. However, we cannot predict the effect of possible future environmental legislation or regulations on our operations.

 

Our Website

 

Our internet address is https://www.flanigans.net

 

Item 1A     Risk Factors

 

An investment in our common stock involves a high degree of risk. These risks should be considered carefully with the uncertainties described below, and all other information included in this Annual Report on Form 10-K, before deciding whether to purchase our common stock. Additional risks and uncertainties not currently known to management or that management currently deems immaterial and therefore not referenced herein, may also become material and may harm our business, financial condition or results of operations. The occurrence of any of the following risks could harm our business, financial condition and results of operations. The trading price of our common stock could decline due to any of these risks and uncertainties and you may lose part or all of your investment.

 

Certain statements in this report contain forward-looking information. In general, forward-looking statements include estimates of future revenues, cash flow, capital expenditures, or other financial items and assumptions underlying any of the foregoing. Forward-looking statements reflect management’s current expectations regarding future events and use words such as “anticipate”, “believe”, “expect”, “may”, “will” and other similar terminology. These statements speak only as of the date they were made and involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Several factors, many beyond our control, could cause actual results to differ materially from management’s expectations. New risks and uncertainties arise from time to time, and we cannot predict when they may arise or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or other developments, except as required by applicable laws and regulations.

 

Our Sales and Profit Growth Could be Adversely Affected If Comparable Restaurant Sales Increases Are Less Than We Expect, and We May Not Successfully Increase Comparable Restaurant Sales or They May Decrease.

 

While future sales growth will depend substantially on our opening new restaurants, changes in comparable restaurant sales (which represent the change in period-over-period sales for restaurants) will also affect our sales growth and will continue to be a critical factor affecting profit growth. This is because the profit margin on comparable restaurant sales is generally higher, as comparable restaurant sales increases enable fixed costs to be spread over a higher sales base. Conversely, declines in comparable restaurant sales can have a significant adverse effect on profitability due to the loss of the positive impact on profit margins associated with comparable restaurant sales increases. There is no assurance that comparable restaurant sales will increase in fiscal year 2019 due to, among other things, ongoing consumer and economic uncertainty.

 

Our ability to increase comparable restaurant sales depends on many factors, including:

• perceptions of the Flanigan’s brand;

• competition, especially from an increasing number of competitors in the fast casual segment of the restaurant industry and from other restaurants whose strategies overlap ours, as well as from grocery stores, meal kit delivery services and other dining options;

• executing our strategies effectively, including our marketing and branding strategies;

• changes in consumer preferences and discretionary spending;

• our ability to increase menu prices without adversely affecting our existing business;

• weather, natural disasters and other factors limiting access to our restaurants; and

• changes in government regulation that may impact customer perceptions of our food;

As a result it is possible that we will not achieve our targeted comparable restaurant sales or that the change in comparable restaurant sales could be negative. A number of these factors are beyond our control and therefore we cannot assure that we will be able to sustain comparable restaurant sales increases.

 

High Unemployment, Instability in the Housing Market, High Energy and Food Costs and General Economic Uncertainty Could Result in a Decline in Consumer Discretionary Spending That Would Materially Affect our Financial Performance.

 

Dining out is a discretionary expense. Factors that affect consumer behavior and spending for restaurant dining, such as changes in general economic conditions (including national, regional and local economic conditions), discretionary spending patterns, employment levels, instability in the housing market, and high energy and food costs may have a material adverse effect on us. If economic conditions worsen, our financial performance could be adversely affected.

 

 

Intense Competition In The Restaurant And Package Liquor Store Industry Could Prevent Us From Increasing Or Sustaining Our Revenues And Profitability.

        

The restaurant and package liquor store industry is intensely competitive with respect to food quality, price-value relationships, ambiance, service and location and many restaurants and package liquor stores compete with us at each of our locations. There are a number of well-established competitors with substantially greater financial, marketing, personnel and other resources than ours, and many of our competitors are well established in the markets where we have restaurants and/or stores or where we intend to locate restaurants. Additionally, other companies may develop restaurants and/or stores that operate with similar concepts.

 

Any inability to successfully compete with the other restaurants and/or stores in our markets will prevent us from increasing or sustaining our revenues and profitability and will result in a material adverse effect on our business, financial condition, results of operations or cash flows. We may also need to modify or refine elements of our business to evolve our concepts in order to compete with popular new restaurant formats or store concepts that may develop in the future. There can be no assurance that we will be successful in implementing these modifications or that these modifications will not reduce our profitability.

 

New Information Or Attitudes Regarding Diet And Health Could Result In Changes In Regulations And Consumer Eating Habits That Could Adversely Affect Our Revenues.

        

Regulations and consumer eating habits may change as a result of new information or attitudes regarding diet and health. These changes may include regulations that impact the ingredients and nutritional content of our menu items at our restaurants. For example, a number of states, counties and cities are enacting menu labeling laws requiring multi-unit restaurant operators to make certain nutritional information available to guests or restrict the sales of certain types of ingredients in restaurants. The success of our restaurant operations is dependent, in part, upon our ability to effectively respond to changes in consumer health and disclosure regulations and to adapt our menu offerings to trends in eating habits. If consumer health regulations or consumer eating habits change significantly, we may be required to modify or delete certain menu items. To the extent we are unable to respond with appropriate changes to our menu offerings, it could materially affect customer demand and have an adverse impact on our revenues.

Adverse Public Or Medical Opinions About Health Effects Of Consuming Our Products As Well As Negative Publicity About Us, Our Restaurants And/Or Package Liquor Stores And About Others Across The Food And Liquor Industry Supply Chain, Whether Or Not Accurate, Could Negatively Affect Us.

        

Restaurant operators have received more scrutiny from regulators and health organizations in recent years relating to the health effects of consuming certain products. An unfavorable report on the products we use in our menu, the size of our portions or the consumption of those items could influence the demand for our offerings. In addition, adverse publicity or news reports, whether or not accurate, of food quality issues, illness, injury, health concerns, or operating issues stemming from a single restaurant, a limited number of restaurants, restaurants operated by others or generally in the food supply chain could be damaging to the restaurant industry overall and specifically harm our reputation. A decrease in guest traffic as a result of these types of health concerns or negative publicity could materially harm our results of operations.

Our Inability To Successfully And Sufficiently Raise Menu Prices Could Result In A Decline In Profitability.

        

We utilize menu price increases to help offset cost increases, including increased cost for commodities, minimum wages, employee benefits, insurance arrangements, construction, utilities and other key operating costs. If our selection and amount of menu price increases are not accepted by consumers and reduce guest traffic, or are insufficient to counter increased costs, our financial results could be negatively affected. However, we have not experienced any adverse affects from past menu price increases.

 

Increases in Food Costs, Raw Materials and Other Supplies and Services May Have a Material Adverse Impact on our Financial Performance.

 

Our operating margins depend on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including food and beverage costs, utilities and other supplies and services. We attempt to negotiate short-term and long-term agreements for our principal commodity, supply and equipment requirements, depending on market conditions and expected demand. However, we are currently unable to contract for extended periods of time for certain of our commodities. Consequently, these commodities can be subject to unforeseen supply and cost fluctuations due to factors such as changes in demand patterns, increases in the cost of key inputs, fuel costs, weather and other market conditions outside of our control. Dairy costs can also fluctuate due to government regulation. Our suppliers also may be affected by higher costs to produce and transport commodities used in our restaurants, higher minimum wage and benefit costs, and other expenses that they pass through to their customers, which could result in higher costs for goods and services supplied to us.

 

Our Business Could Be Materially Adversely Affected If We Are Unable To Expand In A Timely And Profitable Manner

 

To grow successfully, we must open new restaurants on a timely and profitable basis. We have experienced delays in restaurant openings from time to time and may experience delays in the future. During our fiscal years 2018 and 2017 we had no new restaurants under development. We currently do not have any new restaurants under development.

 

Our ability to open and profitably operate restaurants and/or package liquor stores is subject to various risks such as identification and availability of suitable and economically viable locations, the negotiation of acceptable leases or the purchase terms of existing locations, the availability of limited partner investors or other means to raise capital, the need to obtain all required governmental permits (including zoning approvals) on a timely basis, the need to comply with other regulatory requirements, the availability of necessary contractors and subcontractors, the availability of construction materials and labor, the ability to meet construction schedules and budgets, variations in labor and building material costs, changes in weather or other acts of God that could result in construction delays and adversely affect the results of one or more restaurants and/or package liquor stores for an indeterminate amount of time. If we are unable to successfully manage these risks, we will face increased costs and lower than anticipated revenues which will materially adversely affect our business, financial condition, operating results and cash flow.

 

Changes In Customer Preferences For Casual Dining Styles Could Adversely Affect Financial Performance

 

Changing customer preferences, tastes and dietary habits can adversely impact our business and financial performance. We offer a large variety of entrees, side dishes and desserts and our continued success depends, in part, on the popularity of our cuisine and casual style of dining. A change from this dining style may have an adverse effect on our business.

 

Our Success Depends Substantially on the Value of our Brands and our Reputation for Offering Guests a Satisfactory Experience.

 

We believe we have built a reasonably strong reputation for the predictability of our menu items, as part of the experience that guests enjoy in our restaurants. We believe we must protect and grow the value of our brands to continue to be successful in the future. Any incident that erodes consumer trust in or affinity for our brands could be harmful to us. If consumers perceive or experience a reduction in food quality, service or ambiance, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer.

 

Our Marketing And Advertising Strategies May Not Be Successful, Which Could Adversely Impact Our Business.

 

From time to time, we introduce new advertising campaigns and media strategies. If our advertising campaigns and new media strategies do not resonate with customers in the manner we hope, they may not result in increased sales, but would still increase our expenses. We will continue to invest in marketing and advertising strategies that we believe will attract customers or increase their connection with our brand. If these marketing and advertising strategies do not drive increased restaurant and/or package store sales, the expense associated with these programs will adversely impact our financial result, and we may not generate the levels of comparable sales we expect.

 

Labor Shortages, An Increase In Labor Costs, Or Inability To Attract Employees Could Harm Our Business

 

Our employees are essential to our operations and our ability to deliver an enjoyable dining experience to our customers. If we are unable to attract and retain enough qualified restaurant and/or package liquor store personnel at a reasonable cost, and if they do not deliver an enjoyable dining experience, our results may be negatively affected. Additionally, competition for qualified employees could require us to pay higher wages, which could result in higher labor costs.

 

Increases In Employee Minimum Wages By The Federal Or State Government Could Adversely Affect Business

 

Certain of our Company employees are paid wages that relate to federal and state minimum wage rates. Increases in the minimum wage rates, such as annual cost of living increases in the State of Florida minimum wage, may significantly increase our labor costs. In addition, since our business is labor-intensive, shortages in the labor pool or other inflationary pressure could increase labor costs, which could harm our financial performance.

 

Due To Our Geographic Locations, Restaurants Are Subject To Climate Conditions That Could Affect Operations

 

All but one (1) of our restaurants and package liquor stores are located in South Florida, with the remaining restaurant located in Central Florida. During hurricane season, (June 1^st through November 30^th each year), our restaurants and/or package liquor stores may face harsh weather associated with hurricanes and tropical storms. These harsh weather conditions may make it more difficult for customers to visit our restaurants and package liquor stores, or may necessitate the closure of the stores and restaurants for a period of time. If customers are unable to visit our restaurants and/or package liquor stores, our sales and operating results may be negatively affected.

 

If We Were to Experience Widespread Difficulty Renewing Existing Leases on Favorable Terms, Our Revenue or Occupancy Costs Could be Adversely Affected.

 

Most of the properties on which we operate restaurants are leased from third parties, and some of our leases are due for renewal or extension options in the next several years. Some leases expire without any renewal options. While we currently expect to pursue the renewal of substantially all of our expiring restaurant leases, any difficulty renewing a significant number of such leases, or any substantial increase in rents associated with lease renewals, could adversely impact us. If we have to close any restaurants due to difficulties in renewing leases, we would lose revenue from the affected restaurants and may not be able to open suitable replacement restaurants. Substantial increases in rents associated with lease renewals would increase our occupancy costs, reducing our restaurant margins.

 

Due To Our Geographic Locations, We May Not Be Able To Acquire Windstorm Insurance Coverage Or Adequate Windstorm Insurance Coverage At A Reasonable Rate

 

Due to the anticipated active hurricane seasons in South Florida in the future, we may not be able to acquire windstorm insurance coverage for our restaurant and package liquor store locations on a year-to-year basis or may not be able to get adequate windstorm insurance coverage at reasonable rates. If we are unable to obtain windstorm insurance coverage or adequate windstorm insurance coverage at reasonable rates, then we will be self-insured for all or a part of the exposure for damages caused by a hurricane impacting South Florida, which may have a material adverse effect upon our financial condition and/or results of operations.

 

Inability To Attract And Retain Customers Could Affect Results Of Operations

 

We take pride in our ability to attract and retain customers, however, if we do not deliver an enjoyable dining experience for our customers, they may not return and results may be negatively affected.

 

A Failure To Comply With Governmental Regulations Could Harm Our Business And Our Reputation.

 

We are subject to regulation by federal agencies and regulation by state and local health, sanitation, building, zoning, safety, fire and other departments relating to the development and operation of restaurants. These regulations include matters relating to:

	●	the preparation and sale of food and alcoholic beverages;
	●	employment;
	●	building construction and access;
	●	zoning requirements; and
	●	the environment.

 

Our facilities are licensed and subject to regulation under state and local fire, health and safety codes. The construction and remodeling of restaurants will be subject to compliance with applicable zoning, land use and environmental regulations. We may not be able to obtain necessary licenses or other approvals on a cost-effective and timely basis in order to construct and develop restaurants in the future.

 

Various federal and state labor laws govern our operations and our relationship with our employees, minimum wage, overtime, working conditions, fringe benefit and work authorization requirements. In particular, we are subject to federal immigration regulations. Given the location of many of our restaurants, even if we operate those restaurants in strict compliance with federal immigration requirements, our employees may not all meet federal work authorization or residency requirements, which could lead to disruptions in our work force.

 

Our business can be adversely affected by negative publicity resulting from, among other things, complaints or litigation alleging poor food quality, food-borne illness or other health concerns or operating issues stemming from one or a limited number of restaurants. Unfavorable publicity could negatively impact public perception of our brands.

 

We are required to comply with the alcohol licensing requirements of the federal government, states and municipalities where our restaurants are located. Alcoholic beverage control regulations require applications to state authorities and, in certain locations, county and municipal authorities for a license and permit to sell alcoholic beverages. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of the restaurants, including minimum age of guests and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling and storage and dispensing of alcoholic beverages. If we fail to comply with federal, state or local regulations, our licenses may be revoked and we may be forced to terminate the sale of alcoholic beverages at one or more of our restaurants.

 

The Federal Americans with Disabilities Act (the “ADA”) prohibits discrimination on the basis of disability in public accommodations and employment. We are required to comply with the ADA and regulations relating to accommodating the needs of disabled persons in connection with the construction of new facilities and with significant renovations of existing facilities.

 

Failure to comply with these and other regulations could negatively impact our reputation and could have an adverse effect on our business, financial condition, results of operations or cash flows.

 

We May Face Liability Under Dram Shop Statutes

Our sale of alcoholic beverages subjects us to “dram shop” statutes. These statutes 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 two “dram shop” claims, which we are defending vigorously. See “Item 1. Business—Government Regulation” for a discussion of the regulations with which we must comply.

 

We May Face Instances Of Food Borne Illness

 

In years past, several nationally known restaurants experienced outbreaks of food poisoning believed to be caused by E.coli contained in fresh spinach, which is not included in any of the items on our menu, Asian and European countries experienced outbreaks of avian flu and incidents of “mad cow” disease have occurred in Canadian and U.S. cattle herds. These problems, other food-borne illnesses (such as, hepatitis A, trichinosis or salmonella) and injuries caused by food tampering have in the past, and could in the future, adversely affect the price and availability of affected ingredients and cause changes in consumer preference. As a result, our sales could decline.

Instances of food-borne illnesses, real or perceived, whether at our restaurants or those of our competitors, could also result in negative publicity about us or the restaurant industry, which could adversely affect sales. If we react to negative publicity by changing our menu or other key aspects of the dining experience we offer, we may lose customers who do not accept those changes, and may not be able to attract enough new customers to produce the revenue needed to make our restaurants profitable. If our guests become ill from food-borne illnesses, we could be forced to temporarily close some restaurants. A decrease in guest traffic as a result of health concerns or negative publicity, or as a result of a change in our menu or dining experience or a temporary closure of any of our restaurants, could materially harm our business.

 

If We Are Unable To Protect Our Customers’ Credit Card Data, We Could Be Exposed To Data Loss, Litigation, And Liability, And Our Reputation Could Be Significantly Harmed.

 

In connection with credit card sales, we transmit confidential credit card information by way of secure private retail networks. Although we use private networks, third parties may have the technology or know-how to breach the security of the customer information transmitted in connection with credit card sales, and our security measures and those of our technology vendors may not effectively prohibit others from obtaining improper access to this information. If a person is able to circumvent these security measures, he or she could destroy or steal valuable information or disrupt our operations. Any security breach could expose us to risks of data loss, litigation, and liability, and could seriously disrupt our operations and any resulting negative publicity could significantly harm our reputation.

The Effect Of Recent Changes To U.S. Healthcare Laws May Increase Our Healthcare Costs and Negatively Impact Our Financial Results.

We offer eligible full-time employees the opportunity to enroll in healthcare coverage subsidized by us. For various reasons, many of our eligible employees currently choose not to participate in our healthcare plans. However, under the comprehensive U.S. health care reform law enacted in 2010, the Affordable Care Act, certain provisions, including, the employer mandate, may increase our labor costs significantly. The law, in certain circumstances, imposes a penalty on individuals who do not obtain healthcare coverage, which may result in employees who are currently eligible but elect not to participate in our healthcare plans to now find it advantageous to do so, which may increase our healthcare costs. In general, implementing the requirements of the Affordable Care Act is likely to impose additional administrative costs on us. The costs and other effects of these new healthcare requirements cannot be determined with certainty, but they may have a material adverse effect on our financial and operating results.

 

If We Experience a Significant Failure in or Interruption of Certain Key Information Technology Systems, our Business could be Adversely Impacted.

We use a variety of applications and systems to securely manage the flow of information within each of our restaurants and within our centralized corporate infrastructure. The services available within our systems and applications include restaurant and store operations, supply chain, inventory, scheduling, training, human capital management, financial tools and data protection services. The restaurant and store structure is based primarily on a point-of-sale system that operates locally and is integrated with other functions necessary to operations. It records sales transactions, receives out of store orders and authorizes, batches and transmits credit card transactions. The system also allows employees to enter time clock information and to produce a variety of management reports. Select information that is captured from this system at each restaurant or store is collected in the central corporate infrastructure, which enables management to continually monitor operating results. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these and other systems, and our operations depend substantially on the availability of our point-of-sale system and related networks and applications. These systems may be vulnerable to attacks or outages from security breaches, viruses and other disruptive problems, as well as from physical theft, fire, power loss, telecommunications failure or other catastrophic events. Any failure of these systems to operate effectively, whether from security breaches, maintenance problems, upgrades or transitions to new platforms, or other factors could result in interruptions to or delays in our restaurant or other operations, adversely impacting the restaurant or store experience for our customers or negatively impacting our ability to manage our business. If our information technology systems fail and our redundant systems or disaster recovery plans are not adequate to address such failures, or if our business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brand and our business could be materially adversely affected. In addition, remediation of any problems with our systems could result in significant, unplanned expenses.

 

Governmental regulation in one or more of the following areas may adversely affect our existing and future operations and results, including by harming our ability to open new restaurants or increasing our operating costs.

 

Employment and Immigration Regulations

We are subject to various federal and state laws governing our relationship with and other matters pertaining to our employees, including wage and hour laws, requirements to provide meal and rest periods or other benefits, healthcare, family leave mandates, requirements regarding working conditions and accommodations to certain employees, citizenship or work authorization and related requirements, insurance and workers’ compensation rules and anti-discrimination laws. Complying with these rules subjects us to substantial expense and can be cumbersome and can also expose us to liabilities from claims for non-compliance. For example, historically, lawsuits have been filed against us alleging violations of federal and state laws regarding employee wages and payment of overtime. We could suffer losses from and we incur legal costs to defend, these and similar cases and the amount of such losses or costs could be significant. In addition, several states and localities in which we operate and the federal government have from time to time enacted minimum wage increases, paid sick leave and mandatory vacation accruals and similar requirements and these changes could increase our labor costs. Changes in US healthcare laws could also adversely impact us if they result in significant new welfare and benefit costs or increased compliance expenses.

We also are subject to being audited from time to time for compliance with citizenship or work authorization requirements. From time to time, the State of Florida considers adopting new state immigration laws and the U.S. Congress and Department of Homeland Security from time to time consider or implement changes to Federal immigration laws, regulations or enforcement programs as well. Changes in immigration or work authorization laws may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome, or reduce the availability of potential employees. Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers. We currently participate in the “E-Verify” program, an Internet-based, free program run by the U.S. government to verify employment eligibility for all employees throughout our company. However, use of E-Verify does not guarantee that we will properly identify all applicants who are ineligible for employment. Unauthorized workers may subject us to fines or penalties and we could experience adverse publicity that negatively affects our brand and may make it more difficult to hire and keep qualified employees. Termination of a significant number of employees would disrupt our operations including slowing our throughput and could also cause additional adverse publicity and temporary increases in our labor costs as we train new employees. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. Our reputation and financial performance may be materially harmed as a result of any of these factors.

On the other hand, in the event we wrongfully reject work authorization documents or if our compliance procedures are found to have a disparate impact on a protected class, such as a racial minority or based on the citizenship status of applicants, we could be found to be in violation of anti-discrimination laws. We could experience adverse publicity arising from enforcement activity related to work authorization compliance, anti-discrimination compliance, or both, that negatively impacts our brand and may make it more difficult to hire and keep qualified employees. Moreover, our business could be adversely affected by increased labor costs or difficulties in finding the right employees for our restaurants.

Additionally, while we do not currently have any unionized employees, union organizers have engaged in efforts to organize employees of other restaurant companies. If a significant portion of our employees were to become union organized, our labor costs could increase and our efforts to maintain a culture appealing only to top performing employees could be impaired. Potential changes in labor laws, including the possible passage of legislation designed to make it easier for employees to unionize, could increase the likelihood of some or all of our employees being subjected to greater organized labor influence and could have an adverse effect on our business and financial results by imposing requirements that could potentially increase our costs, reduce our flexibility and impact our employee culture.

Americans with Disabilities Act and Similar State Laws

We are subject to the U.S. Americans with Disabilities Act, or ADA, and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas. We have incurred legal fees in connection with ADA-related complaints in the past and we may in the future have to modify restaurants, for example by adding access ramps or redesigning certain architectural features, to provide service to or make reasonable accommodations for disabled persons under these laws. The expenses associated with these modifications or any damages, legal fees and costs associated with litigating or resolving claims under the ADA or similar state laws, could be material.

Nutrition and Food Regulation

In recent years there has been an increased legislative, regulatory and consumer focus at the federal, state and municipal levels on the food industry including nutrition and advertising practices. Restaurants operating in the quick-service and fast-casual segments have been a particular focus. For example, the State of California, New York City and a number of other jurisdictions around the U.S. have adopted regulations requiring that chain restaurants include calorie information on their menus and/or make other nutritional information available and nation-wide nutrition disclosure requirements included in the U.S. health care reform law went into effect as of December 1, 2015. These nutrition disclosure requirements may increase our expenses or slow customers as they select their food and beverage choices decreasing our throughput. These initiatives may also change customer buying habits in a way that adversely impacts our sales.

 

Privacy/Cybersecurity

We are required to collect and maintain personal information about our employees and we collect information about customers as part of some of our marketing programs as well. The collection and use of such information is regulated at the federal and state levels and the regulatory environment related to information security and privacy is increasingly demanding. If our security and information systems are compromised or if we otherwise fail to comply with these laws and regulations, we could face litigation and the imposition of penalties that could adversely affect our financial performance. Our reputation as a brand or as an employer could also be adversely affected from these types of security breaches or regulatory violations, which could impair our sales or ability to attract and keep qualified employees.

Local Licensure, Zoning and Other Regulation

Each of our restaurants is also subject to state and local licensing and regulation by health, alcoholic beverage, sanitation, food and workplace safety and other agencies. We may experience material difficulties or failures in obtaining the necessary licenses or approvals for new restaurants, which could delay planned restaurant openings. In addition, stringent and varied requirements of local regulators with respect to zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations.

Environmental Laws

We are subject to federal, state and local environmental laws and regulations concerning the discharge, storage, handling, release and disposal of hazardous or toxic substances, as well as local ordinances relating to our operations. We have not conducted a comprehensive environmental review of our properties or operations. We cannot predict what environmental laws will be enacted in the future, how existing or future environmental laws will be administered or interpreted, or the amount of future expenditures that we may need to make to comply with or to satisfy claims relating to environmental laws.

 

We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material money damages and other remedies. 

We could become subject to numerous claims alleging violations of federal and state laws regarding workplace and employment matters, including wages, work hours, overtime, vacation and family leave, discrimination, wrongful termination and similar matters, and we could become subject to class action or other lawsuits related to these or different matters. Our customers could file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to our restaurants or that we have problems with food quality, operations or our food related disclosure or advertising practices. The restaurant industry has been subject to a growing number of claims based on the nutritional content of food products sold and disclosure and advertising practices.

 

Regardless of whether any claims against us are valid or whether we are ultimately held liable for such claims, they may be expensive to defend and may divert time and money away from our operations and hurt our performance. A significant judgment for any claims against us could materially and adversely affect our financial condition or results of operations. Any adverse publicity resulting from these allegations, whether directed at us or at fast casual or quick-service restaurants generally, may also materially and adversely affect our reputation or prospects, which in turn could adversely affect our results.

Our Success May Depend on the Continued Service and Availability of Key Personnel.

Our Chairman and Chief Executive Officer and President, James Flanigan has been the principal architect of our business strategy since 2002. August Bucci and Jeffrey Kastner, our Chief Operating Officer and Chief Financial Officer, respectively, have also served with us since 2002 in the case of Mr. Bucci and since 2004 in the case of Mr. Kastner, and much of our growth has occurred under their direction as well. We believe our executive officers have created an employee culture, food culture and business strategy at our company that has been critical to our success and that may be difficult to replicate under another management team. We also believe that it may be difficult to locate and retain executive officers who are able to grasp and implement our unique strategic vision. If our company culture were to deteriorate following a change in leadership, or if a new management team were to be unsuccessful in executing our strategy or were to change important elements of our current strategy, our growth prospects or future operating results may be adversely impacted.

Item 1B. Unresolved Staff Comments

 

As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 1B.

 

 

Item 2. Properties

 

Our operations are conducted primarily on leased property with the exception of the following:

 

(i) a 10,000 square foot stand-alone building located in Fort Lauderdale, Florida that we purchased in December, 1999, which since April, 2001 has housed our corporate headquarters;

 

(ii) a 4,600 square foot stand-alone building located in Hallandale, Florida that we purchased in July, 2006 and which since September, 1968 has housed our Hallandale, Florida Company-owned combination restaurant and package liquor store (Store #31);

 

(iii) a 4,120 square foot stand-alone building in Hollywood, Florida we constructed in November, 2003, upon real property we acquired in September, 2001 pursuant to a 25 year ground lease interest, (a portion of this building is leased to an unaffiliated third party), and which since November, 2003 has housed our Hollywood, Florida Company-owned package liquor store (Store #4);

 

(iv) a 4,500 square foot stand-alone building located in Hollywood, Florida that we purchased in October, 2009 and which since March, 1972 has housed our Hollywood, Florida Company-owned combination restaurant and package liquor store (Store #19) and the vacant parcel of real property adjacent thereto which we purchased in February, 2015;

 

(v) a 4,600 square foot stand-alone building located in Fort Lauderdale, Florida that we purchased in August, 2010 and which since December, 1968 has housed our Fort Lauderdale, Florida Company-owned restaurant (Store #22);

 

(vi) a 5,100 square foot stand-alone building in North Miami, Florida that we purchased in November, 2010; the two parcels of real property adjacent thereto which we purchased in December, 2012, one of which is contiguous to the real property and which we previously leased for non-exclusive parking and the vacant parcel of real property adjacent to the two parcels of real property which we purchased in March, 2017. The stand alone building housed our North Miami, Florida Company-owned combination restaurant and package liquor store, (Store #20), from July, 1968 until June, 2017 when the package liquor store was re-located to a new building we constructed on the adjacent property;

 

(vii) a 23,678 square foot two building shopping center in Miami, Florida that we purchased in November, 2010, one building, approximately 18,828 square feet, is leased to ten unaffiliated third parties, with two vacant bays reserved for the Company to construct a new package liquor store and the second stand-alone building, approximately 4,850 square feet, has housed our Kendall, Florida based restaurant since April 4, 2000, which is owned by our affiliated limited partnership (Store #70);

 

(viii) a 6,400 square foot building in Fort Lauderdale, Florida that we purchased in February, 2014, 4,000 square feet of which has been leased to a related franchisee (Store #15) since April 1, 1997 and the balance (2,400 square feet) of which we use as storage. In August, 2018 we purchased the real property and quadraplex adjacent thereto to insure adequate parking for the franchised restaurant; and

(ix)        a 6,000 square foot stand-alone building in Fort Lauderdale, Florida and the vacant real property diagonally adjacent that we purchased in October, 2015, which we use as office and warehouse space, covered parking for our food truck and as a storage yard.

All of our units require periodic refurbishing in order to remain competitive. We have budgeted $450,000 for our refurbishing program for fiscal year 2019. See Item 7, "Liquidity and Capital Resources" for discussion of the amounts spent in fiscal year 2018.

 

The following table summarizes information related to the properties upon which our operations are conducted:

 

		Square						Franchised/
Name and Location		Footage		Seats		Owned by		Lease Terms
Big Daddy's Liquors #4		1,978		N/A		Company		3/1/02 to 2/28/27
Flanigan's Enterprises								and Options to
Inc. (5)								2/28/47
7003 Taft Street
Hollywood, FL
Big Daddy's Liquors #7		1,450		N/A		Company		11/1/00 to 10/31/20
Flanigan's Enterprises,								and Option to
Inc. (8)								10/31/25
1550 W. 84th Street
Hialeah, FL
Big Daddy's Liquors #8		4,084		N/A		Company		5/1/99 to 4/30/24
Flanigan's Enterprises,								and Option to
Inc.								4/30/29
959 State Road 84
Fort Lauderdale, FL
Flanigan’s Seafood		4,700		130		Company		1/1/10 to 12/31/19
Bar and Grill #9								and Options to
Flanigan’s Enterprises, Inc.								12/31/49
1550 W. 84th Street
Hialeah, FL
Flanigan's Legends		5,000		150		Franchise		1/4/00 to 1/3/20
Seafood Bar and Grill #11								and Option to
11 Corporation (1)								1/3/25
330 Southern Blvd.
W. Palm Beach, FL
Flanigan's Seafood		5,000		180		Company		11/16/92 to
Bar and Grill #12								11/15/23 and
Flanigan’s Enterprises, Inc.								Options to

 

 

		Square						Franchised/
Name and Location		Footage		Seats		Owned by		Lease Terms
2405 Tenth Ave. North								11/15/38
Lake Worth, FL
Flanigan's Seafood		3,320		90		Franchise		6/1/79 to 6/1/19
Bar and Grill #14								Option to 6/1/24
Big Daddy's #14, Inc. (1)(2)(4)
2041 NE Second St.
Deerfield Beach, FL
Flanigan’s Seafood		4,000		90		Franchise/		1/1/09 to 8/31/21
Bar and Grill #15						Limited		Options to 8/31/36
CIC Investors #15 Ltd.(1)(7)						Partnership
1479 E. Commercial Blvd.
Ft. Lauderdale, FL
Flanigan's Seafood		4,500		200		Franchise		2/15/72 to 12/31/20
Bar and Grill #18								Options to 12/31/35
Twenty Seven Birds Corp. (1)(2)
2721 Bird Avenue
Miami, FL
Big Daddy's Liquors #18		3,000		N/A		Franchise		2/15/72 to 12/31/20
Twenty Seven Birds Corp. (1)(2)								Options to 12/31/35
2988 S.W. 27th Avenue
Miami, FL
Flanigan’s Seafood		4,500		160		Company		Company-Owned
Bar and Grill #19
Flanigan’s Enterprises, Inc. (11)
2505 N. University Dr.
Hollywood, FL
Flanigan's Seafood		5,100		150		Company		Company-Owned
Bar and Grill #20
Flanigan's Enterprises, Inc.
13205 Biscayne Blvd.
North Miami, FL
Big Daddy’s Liquors #20		2,500		N/A		Company		Company-Owned
Flanigan's Enterprises, Inc.
13185 Biscayne Blvd.
North Miami, FL
Flanigan's Seafood		4,100		200		Company		Company-Owned
Bar and Grill #22
Flanigan's Enterprises, Inc.
2600 W. Davie Blvd.
Ft. Lauderdale, FL

 

 

		Square				Franchised/
Name and Location		Footage		Seats		Owned by		Lease Terms
Flanigan's Seafood		4,600		150		Company		Company Owned
Bar and Grill #31
Flanigan's Enterprises, Inc.
4 N. Federal Highway
Hallandale, FL
Flanigan's Seafood Bar		4,620		130		Company		10/1/10 to 6/30/20
and Grill #33
Flanigan’s Enterprises, Inc.
45 S. Federal Highway
Boca Raton, FL
Big Daddy's Liquors #34		3,000		N/A		Company		5/29/97 to 5/28/22
Flanigan's Enterprises, Inc.								Options to 5/28/37
9494 Harding Ave.
Surfside, FL
Flanigan's Seafood		4,600		140		Company		4/1/71 to 12/31/20
Bar and Grill #40,								Option to Purchase
Flanigan's Enterprises, Inc.								on 12/31/2020
5450 N. State Road 7
N. Lauderdale, FL
Piranha Pat's #43		4,500		90		Franchise		12/1/72 to 11/30/22
BD 43 Corporation (1)(2)
2500 E. Atlantic Blvd.
Pompano Beach, FL
Big Daddy's Liquors #47		6,000		N/A		Company		12/21/68 to 1/1/20
Flanigan's Enterprises,								Options to 1/1/50
Inc. (3)
8600 Biscayne Blvd.
Miami, FL
Flanigan’s Seafood		8,000		200		Limited		06/01/91 to 7/31/26
Bar and Grill #13,						Partnership
CIC Investors #13, Ltd.
11415 S. Dixie Highway
Pinecrest, FL
Flanigan’s Seafood		4,000		200		Limited		10/24/06 to 10/23/21
Bar and Grill #50,						Partnership		Options to 10/23/31
CIC Investors #50, Ltd.
17185 Pines Boulevard
Pembroke Pines, FL
Flanigan’s Seafood		5,900		200		Limited		1/5/07 to 12/31/21
Bar and Grill #55						Partnership		Options to 12/31/31
CIC Investors #55, Ltd.
2190 S. University Drive

 

		Square				Franchised/
Name and Location		Footage		Seats		Owned by		Lease Terms
Davie, Florida
Flanigan's Seafood		6,800		200		Limited		8/1/97 to 12/31/21
Bar and Grill #60						Partnership
CIC Investors #60 Ltd.
9516 Harding Avenue
Surfside, FL
Flanigan’s Seafood		6,128		200		Limited		5/01/05 to 6/30/20
Bar and Grill #65						Partnership		Option to 3/31/25
CIC Investors #65, Ltd.
2335 State Road 7, Suite 100
Wellington, FL
Flanigan's Seafood		4,850		161		Limited		4/1/00 to 3/31/20
Bar and Grill #70						Partnership		Options to 3/31/30
CIC Investors #70 Ltd.
12790 SW 88 St
Miami, FL
Flanigan’s Seafood		7,000		200		Company		5/1/10 to 4/30/21
Bar and Grill #75 (9)								Options to 4/30/31
Flanigan’s Enterprises, Inc.
950 S. Federal Highway
Stuart, FL
Flanigan's Seafood		5,000		165		Limited		6/15/01 to 12/14/19
Bar and Grill #80						Partnership		Options to 12/14/39
CIC Investors #80 Ltd.
8695 N.W. 12th St
Miami, FL
Flanigan's Seafood		4,300		200		Limited		4/1/11 to 3/31/26
Bar and Grill #90						Partnership		Option to 3/31/31
CIC Investors #90 Ltd.
9857 S.W. 40th Street
Miami, FL
Flanigan's Seafood		5,700		235		Company		10/1/17 to 9/30/22
Bar and Grill #95 (10)								Options to 9/30/32
Flanigan’s Enterprises, Inc.
2460 Weston Road
Weston, FL
Flanigan’s Calusa		28,000 sq. ft. shopping center				Company owned
Center, LLC (6)
12750 – 12790 S.W. 88th Street
Miami, Florida

 

(1)

Franchised by Company.

 

(2)

Lease assigned to franchisee.

 

(3)

In 1974, we sold and assigned the underlying ground lease to unaffiliated third parties and simultaneously subleased it back. As of September 29, 2018, we have purchased from the unaffiliated third parties and own 52% of the underlying ground lease and our sublease agreement. As a result, we pay all rent due under the ground lease, but only 48% of the rent due under the sublease agreement.

 

(4)

Effective December 1, 1998, we purchased the Management Agreement to operate the franchised restaurant for the franchisee.

 

(5)

Ground lease executed by us on September 25, 2001. We constructed a 4,120 square foot building, of which 1,978 square feet is used by us for the operation of a package liquor store and the other 2,142 square feet is subleased to an unaffiliated third party as retail space. The package liquor store opened for business on November 17, 2003.

 

(6)

During the first quarter of our fiscal year 2012, our wholly owned subsidiary, Flanigan’s Calusa Center, LLC, closed on the purchase of the two building shopping center in Miami, Florida, which consists of one building which is leased to eleven unaffiliated third parties, with one vacant bay reserved for the Company to construct a new package liquor store and a second stand-alone building where our limited partnership owned restaurant located at 12790 SW 88th Street, Miami, Florida, (Store #70), operates.

 

(7)

During the second quarter of our fiscal year 2014, we closed on the purchase of the building in Fort Lauderdale, Florida, which is leased to our franchisee owned restaurant located at 1479 E. Commercial Boulevard, Fort Lauderdale, Florida, (Store #15).

 

(8)

During the fourth quarter of our fiscal year 2015, our lease for this location expired. We extended the term of the lease for five (5) years, with one (1) five (5) year renewal option.

 

(9)

During the third quarter of our fiscal year 2016, our lease for this location expired. We extended the term of the lease for five (5) years, with two (2) five (5) year renewal options.

 

(10)

During the second quarter of our fiscal year 2017, we renewed the term of the lease for this location for five (5) years with two (2) five (5) year renewal options.

 

(11)

Subsequent to the end of our fiscal year 2018, our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida (Store#19), was damaged by a fire and forced to close. While it was initially contemplated that Store #19 would be renovated, because of the damage caused by the fire we determined that Store #19 should be demolished and rebuilt. As a result, the package liquor store and restaurants will be closed for our fiscal year 2019. Our loss is covered by insurance, including but not limited to business interruption coverage.

 

Recent Purchase of Real Property

 

Fort Lauderdale, Florida

 

During the fourth quarter of our fiscal year 2018, we purchased from an unrelated third party the real property and improvements (the “Property”), which is contiguous to the real property we own where our franchised restaurant located at 1479 E. Commercial Boulevard, Fort Lauderdale, Florida (Store #15) operates for $550,000 cash at closing. The improvements on the Property, a quadraplex, are currently rented and will continue to be rented until the Property is needed for parking for the customers of the adjacent franchised restaurant, at which time the quadraplex will be demolished. To fund the cash at closing, we used cash on hand.

 

Extension of Lease for Existing Location

 

Pinecrest, Florida

 

During the second quarter of our fiscal year 2018, the lease with an unrelated third party for the restaurant owned by our limited partnership located at 11415 S. Dixie Highway, Pinecrest, Florida (Store #13) was extended for five years through July 31, 2026. The extended lease is on the same terms and conditions, except the annual rent (base and estimated percentage rent) effective February 1, 2018 increased by approximately 20%, with annual 3% increases on the base rent thereafter commencing February 1, 2021.

 

Subsequent Events

 

Subsequent to the end of our fiscal year 2018, our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19) was damaged by a fire and was forced to close. While it was initially contemplated that Store #19 would be renovated, because of the damage caused by the fire we determined that Store # 19 should be demolished and rebuilt. As a result, the package liquor store and restaurant will be closed for our fiscal year 2019. Our loss is covered by insurance, including but not limited to business interruption coverage.

 

Except as otherwise provided herein, subsequent events have been evaluated through the date these consolidated financial statements were issued and no other events required disclosure.

 

Item 3. Legal Proceedings.

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.

Item 4. Mine Safety Disclosures.

Not applicable.

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Our common stock is traded on the NYSE AMERICAN under the symbol “BDL”.

 

Holders

 

As of the close of business on December 21, 2018, there were approximately 237 holders of record of our common stock.

 

Dividend Policy

 

During our fiscal year 2018, our Board declared a cash dividend of 25 cents per share which was paid on March 30, 2018 to shareholders of record as of March 16, 2018. During our fiscal year 2017, our Board declared a cash dividend of 20 cents per share which was paid on March 31, 2017 to shareholders of record as of March 17, 2017. 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.

 

Issuer Repurchases of Equity Securities

 

 

Pursuant to a discretionary plan approved by the Board of Directors at its meeting on May 17, 2007, the Board of Directors authorized management to purchase up to 100,000 shares of our common stock, at a purchase price up to $15.00 per share. Since the Board’s 2007 authorization, we have purchased an aggregate of 34,586 shares, none of which were purchased by us in our fiscal year 2018. As of September 29, 2018, we still have authority to purchase 65,414 shares of our common stock under the discretionary plan approved by the Board of Directors.

 

Item 6. Selected Financial Data

 

As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 6.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Except for the historical information contained herein, the following discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this report and specifically under the captions “Risk Factors”. In addition, the following discussion and analysis should be read in conjunction with the 2018 Consolidated Financial Statements and the related Notes to Consolidated Financial Statements included elsewhere in this report.

 

Overview

 

Financial Information Concerning Industry Segments

 

Our business is conducted principally in two segments: the restaurant segment and the package liquor store segment. Financial information broken into these two principal industry segments for the two fiscal years ended September 29, 2018 and September 30, 2017 is set forth in the Consolidated Financial Statements which are attached hereto.

 

General

 

As of September 29, 2018, we (i) operated 26 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) franchise an additional five units, consisting of two restaurants, (one 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, which was permanently closed on September 20, 2018 when the Federal Court upheld recently enacted local legislation which prohibited the operation of the club as then operated.

 

Franchised Units. 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 liquor 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.

 

Affiliated Limited Partnership Owned Units. We manage and control the operations of the eight restaurants owned by limited partnerships, except the Fort Lauderdale, Florida restaurant which is managed 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 with our results of operations for accounting purposes. The results of operations of the Fort Lauderdale, Florida restaurant are accounted for by us utilizing the equity method.

 

Results of Operations

 

REVENUES (in thousands):
		Fifty Two								Fifty Two
		Weeks Ended								Weeks Ended
		Sept. 29, 2018								Sept. 30, 2017
Sales
Restaurant, food		$	70,545				63.6	%		$	66,917				64.2	%
Restaurant, bar			21,760				19.6	%			20,476				19.6	%
Package goods			18,559				16.8	%			16,842				16.2	%
Total			110,864				100.0	%			104,235				100.0	%
Franchise related revenues			1,652								1,592
Owner’s fee			138								150
Other operating income			217								233
Rental income			626								612
Total Revenues		$	113,497							$	106,822

 

Comparison of Fiscal Years Ended September 29, 2018 and September 30, 2017

 

Revenues. Total revenue for our fiscal year 2018 increased $6,675,000 or 6.25% to $113,497,000 from $106,822,000 for our fiscal year 2017 due to increased menu prices and increased restaurant traffic. Effective September 3, 2017 we increased certain menu prices for 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 2017”). We anticipate that total revenue for our fiscal year 2019 will decrease when compared to our fiscal year 2018 due to the fire at our combination restaurant/package liquor store located at 2505 N. University Drive, Hollywood, Florida (Store #19), subsequent to the end of our fiscal year 2018, which will cause this location to be closed for our entire fiscal year 2019, offset to a lesser extent by increased restaurant traffic. Fiscal year 2018 total revenue for our Store #19 was $5,333,000.

 

Restaurant Food Sales. Restaurant revenue generated from the sale of food, including non-alcoholic beverages, at restaurants totaled $70,545,000 for our fiscal year 2018 as compared to $66,917,000 for our fiscal year 2017. The increase in restaurant revenue from the sale of food at restaurants for our fiscal year 2018 as compared to our fiscal year 2017 is due to the Price Increases 2017 and increased restaurant traffic. Comparable weekly restaurant food sales (for restaurants open for all of our fiscal years 2018 and 2017, which consists of ten restaurants owned by us and eight restaurants owned by affiliated limited partnerships) was $1,357,000 and $1,287,000 for our fiscal years 2018 and 2017, respectively, an increase of 5.44%. Comparable weekly restaurant food sales for Company owned restaurants only was $714,000 and $679,000 for our fiscal years 2018 and 2017, respectively, an increase of 5.15%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only was $643,000 and $608,000 for our fiscal years 2018 and 2017, respectively, an increase of 5.76%. We anticipate that restaurant revenue from the sale of food for our fiscal year 2019 will decrease when compared to our fiscal year 2018 due to the fire at our Store #19 subsequent to the end of our fiscal year 2018, which we expect will cause this location to be closed for our entire fiscal year 2019, offset to a lesser extent by increased restaurant traffic. Fiscal year 2018 restaurant revenue from the sale of food for our Store #19 was $3,498,000.

Restaurant Bar Sales. Restaurant revenue generated from the sale of alcoholic beverages at restaurants totaled $21,760,000 for our fiscal year 2018 as compared to $20,476,000 for our fiscal year 2017. The increase in restaurant revenue from the sale of alcoholic beverages from restaurants for our fiscal year 2018 as compared to our fiscal year 2017 is due to the Price Increases 2017 and increased traffic, but also partially due to the price discounts offered by the Company to promote its Joe’s Pale Ale draft beer during the second and third quarters of our fiscal year 2017. Comparable weekly restaurant bar sales (for restaurants open for all of our fiscal years 2018 and 2017, which consists of ten restaurants owned by us and eight restaurants owned by affiliated limited partnerships) was $418,000 and $393,000 for our fiscal years 2018 and 2017, respectively, an increase of 6.36%. Comparable weekly restaurant bar sales for Company owned restaurants only was $197,000 and $188,000 for our fiscal years 2018 and 2017, respectively, an increase of 4.79%. Comparable weekly restaurant bar sales for affiliated limited partnership owned restaurants only was $221,000 and $205,000 for our fiscal years 2018 and 2017, respectively, an increase of 7.80%. We anticipate that restaurant revenue from the sale of alcoholic beverages at restaurants for our fiscal year 2019 will decrease when compared to our fiscal year 2018 due to the fire at our Store #19 subsequent to the end of our fiscal year 2018, which we expect will cause this location to be closed for our entire fiscal year 2019, offset to a lesser extent by increased restaurant traffic. Fiscal year 2018 restaurant revenue from the sale of alcoholic beverages at restaurants for our Store #19 was $748,000.

Package Liquor Store Sales. Revenue generated from sales of liquor and related items at package liquor stores totaled $18,559,000 for our fiscal year 2018 as compared to $16,842,000 for our fiscal year 2017, an increase of $1,717,000 or 10.19%. This increase was primarily due to increased package liquor store traffic. The weekly average of same store package liquor store sales, which includes all nine (9) Company owned package liquor stores, was $357,000 and $324,000 for our fiscal years 2018 and 2017, respectively. We anticipate that revenue generated from the sale of liquor and related items at package liquor stores for our fiscal year 2019 will increase when compared to our fiscal year 2018, but that the increase will be offset by a loss of revenue due to the fire at our Store #19 subsequent to the end of our fiscal year 2018, which we expect will cause this location to be closed for our entire fiscal year 2019, offset to a lesser extent by increased package liquor store traffic. Fiscal year 2018 revenue from sales of liquor and related items at package liquor stores at our Store #19 was $1,087,000.

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 our fiscal year 2018 increased $5,489,000 or 5.46% to $106,053,000 from $100,564,000 for our fiscal year 2017. 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 and expenses. We anticipate that our operating costs and expenses will increase through our fiscal year 2019 due to an expected general increase in food costs, offset by the elimination of most operating costs and expenses at our Store #19 due to the fire subsequent to the end of our fiscal year 2018, which will cause this location to be closed for our entire fiscal year 2019. Fiscal year 2018 operating costs and expenses at our Store #19 was $2,211,000. Operating costs and expenses decreased as a percentage of total sales to approximately 93.44% in our fiscal year 2018 from 94.14% in our fiscal year 2017.

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 our fiscal year 2018 increased to $60,172,000 from $55,786,000 for our fiscal year 2017. Our gross profit margin for restaurant food and bar sales (calculated as gross profit reflected as a percentage of restaurant food and bar sales), was 65.19% for our fiscal year 2018 and 63.83% for our fiscal year 2017. The increase in gross profit margin for food sales and bar sales was due primarily to the Price Increases 2017. We anticipate that our gross profit for restaurant food and bar sales will decrease during our fiscal year 2019 primarily to higher food costs.

Package Liquor Store Sales. Gross profit for package liquor store sales for our fiscal year 2018 increased to $5,180,000 from $4,808,000 for our fiscal year 2017. Our gross profit margin (calculated as gross profit reflected as a percentage of package liquor store sales) for package liquor store sales was 27.91% for our fiscal year 2018 and 28.55% for our fiscal year 2017. We anticipate that our gross profit margin for package liquor store sales will decrease during our fiscal year 2019 due to price adjustments to remain competitive with local competitors.

Payroll and Related Costs. Payroll and related costs for our fiscal year 2018 increased $2,073,000 or 6.32% to $34,868,000 from $32,795,000 for our fiscal year 2017 due partially to payroll and related costs associated with higher restaurant sales which require additional payroll and related costs for employees such as cooks and bartenders and higher pay rates. Payroll and related costs as a percentage of total sales was 30.72% for our fiscal year 2018 as compared to 30.70% for our fiscal year 2017. We anticipate that our payroll and related costs will decrease through our fiscal year 2019 due to the elimination of most payroll and related costs at our Store #19 due to the fire subsequent to the end of our fiscal year 2018, which will cause this location to be closed for our entire fiscal year 2019. Fiscal year 2018 payroll and related costs at our Store #19 was $1,494,000.

Occupancy Costs. Occupancy costs (consisting of rent, common area maintenance, repairs, real property taxes and amortization of leasehold interests) for our fiscal year 2018 increased $294,000 or 5.41% to $5,726,000 from $5,432,000 for our fiscal year 2017. We anticipate that our occupancy costs will remain stable throughout 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 our fiscal year 2018 increased $1,251,000 or 6.69% to $19,947,000 from $18,696,000 for our fiscal year 2017. Selling, general and administrative expenses increased as a percentage of total sales in our fiscal year 2018 to 17.57% as compared to 17.50% in our fiscal year 2017. We anticipate that our selling, general and administrative expenses will increase throughout our fiscal year 2019 due primarily to increases across all categories.

Depreciation and Amortization. Depreciation and amortization for our fiscal year 2018, which is included in selling, general and administrative expenses, increased $136,000 or 5.10% to $2,803,000 from $2,667,000 for our fiscal year 2017. As a percentage of revenue, depreciation and amortization expense was 2.47% of revenue for our fiscal year 2018 and 2.50% of revenue for our fiscal year 2017.

Interest Expense, Net. Interest expense for our fiscal year 2018 increased $153,000 to $753,000 from $600,000 for our fiscal year 2017. The increase in interest expense, net, is due to our borrowing 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. We anticipate that interest expense will remain stable throughout our fiscal year 2019.

 

Income Taxes. Income taxes for our fiscal year 2018 was $1,371,000 and $1,370,000 for our fiscal year 2017. Income taxes during our fiscal year 2018 were approximately equal to our fiscal year 2017 due to a reduction of $336,000 to our deferred tax asset due to the corporate tax rate reduction, which reduction was a part of our current tax expense during the thirteen weeks ended December 31, 2017.

 

Net Income. Net income for our fiscal year 2018 increased $1,000,000 or 22.78% to $5,390,000 from $4,390,000 for our fiscal year 2017. Net income for our fiscal year 2018 increased when compared to our fiscal year 2017 primarily due higher revenue and the Price Increases 2017, offset by increased food costs and overall expenses. As a percentage of sales, net income for our fiscal year 2018 is 4.75%, as compared to 4.11% for our fiscal year 2017.

 

Net Income Attributable to Stockholders. Net income attributable to stockholders for our fiscal year 2018 increased $657,000 or 21.75% to $3,677,000 from $3,020,000 for our fiscal year 2017. Net income attributable to stockholders for our fiscal year 2018 increased when compared to our fiscal year 2017 primarily due to the Price increases 2017, offset by increased food costs and overall expenses. As a percentage of sales, net income for our fiscal year 2018 is 3.24%, as compared to 2.83% for our fiscal year 2017.

 

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 our fiscal year 2018, we did not have a new restaurant location in the development stage and did not recognize any pre-opening costs.

 

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. Prior to these increases, we previously raised menu prices in the second quarter of our fiscal year 2016. During the next twelve months, if demand for our restaurant and bar offerings remain substantially similar to the demand during our fiscal year 2018, (excluding restaurant and bar sales from our Store #19 which we expect will be closed for our entire fiscal year 2019 due to the fire subsequent to the end of our fiscal year 2018), of which there can be no assurance, we expect that restaurant and bar sales, as well as gross profit for food and bar operations should remain substantially the same. We anticipate that our package liquor store sales will continue to increase, (excluding package liquor store sales from our Store #19 which we expect will be closed for our entire fiscal year 2019 due to the fire subsequent to the end of our fiscal year 2018), while gross profit margin for package liquor store sales will decrease.

 

Other than the rebuilding of Store #19, we do not have a new “Flanigan’s Seafood Bar and Grill” restaurant in the development stage, but 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. As a result, as of the end of our fiscal year 2017, we wrote off approximately $54,000 in expenses incurred applying for governmental approvals to expand “The Whale’s Rib” restaurant concept in Miami, Florida.

 

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 received governmental approval to operate a package liquor store. It is anticipated that the new package liquor store will be open for business during the third quarter of our fiscal year 2019.

 

Liquidity and Capital Resources

 

We fund our day to day operations through cash generated from operations. As of September 29, 2018, we had cash of approximately $13,414,000, an increase of $3,529,000 from our cash balance of $9,885,000 as of September 30, 2017. Our cash increased during the first quarter of our fiscal year 2018, because we borrowed $3.50 million from our Credit Line just prior to its conversion to the Term Loan on December 28, 2017. During the second quarter of our fiscal year 2018, we paid on March 30, 2018 a dividend of $.25 per share and during the fourth quarter of our fiscal year 2018, we also purchased the real property and improvements which are contiguous to the real property we own where our franchised restaurant located at 1479 E. Commercial Boulevard, Fort Lauderdale, Florida (Store #15) operates for $550,000 cash at closing. 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

		Fiscal Years
		2018				2017
		(in thousands)
Net cash and cash equivalents
provided by operating activities		$	9,959,000			$	8,254
Net cash and cash equivalents
used in investing activities			(5,206,000	)			(7,053	)
Net cash and cash equivalents
used in financing activities			(1,224	)			(1,490	)
Net increase (decrease)
in cash and equivalents			3,529				(289	)
Cash and equivalents,
beginning of year			9,885				10,174
Cash and equivalents,
end of year		$	13,414			$	9,885

 

During our fiscal year 2018, our Board of Directors declared a cash dividend of 25 cents per share which was paid on March 30, 2018 to shareholders of record as of March 16, 2018. During our fiscal year 2017, our Board of Directors declared a cash dividend of 20 cents per share which was paid on March 31, 2017 to shareholders of record as of March 17, 2017. 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. There can be no assurances that any future dividends will be paid.

 

Capital Expenditures

 

In addition to using cash for our operating expenses, we use cash to fund the development and construction of new restaurants and to fund capitalized property improvements for our existing restaurants. We acquired property and equipment of $5,511,000, (of which $81,000 was for the purchase of a vehicle for debt; $2,486,000 was for construction in progress; and $146,000 was deposits recorded in other assets as of September 30, 2017), during our fiscal year 2018, which amount included $446,000 for renovations to four(4) existing Company owned restaurants. We acquired property and equipment of $7,220,000, (of which $24,000 was for the purchase of a vehicle for debt; $2,419,000 was for construction in progress; and $489,000 was deposits recorded in other assets as of October 1, 2016), during our fiscal year 2017, which amount included $2.475 million for the purchase of real property, $1,272,000 for construction and redevelopment of a new package store on the same, $635,000 for the construction of a catering kitchen and $428,000 for renovations to four (4) existing Company owned restaurant and two (2) existing Company owned package liquor stores. We anticipate the cost of this refurbishment in our fiscal year 2019 will be approximately $450,000, which funds will be provided from operations.

 

Debt

 

As of September 29, 2018, the end of our fiscal year 2018, we had long term debt of $14,576,000, as compared to $12,398,000 as of September 30, 2017. Our long term debt increased as of September 29, 2018 as compared to September 30, 2017 due to the $3,500,000 we borrowed on our Credit Line (now included as part of the Term Loan). As of September 29, 2018, we are in compliance with the covenants of all loans with our lender.

 

We repaid long term debt, including auto loans, financed insurance premiums and mortgages in the amount of $2,500,000 and $1,793,000 in our fiscal years 2018 and 2017, respectively.

 

(a) Revolving Credit Line/Term Loan

 

During the first quarter of our fiscal year 2017, we closed on a secured revolving line of credit from an unaffiliated 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”). From December 28, 2016 through December 28, 2017, we were obligated to pay interest only on the outstanding balance under the Credit Line, at a rate of LIBOR, Daily Floating Rate, plus 2.25%, 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 Credit Line converted to a term loan on December 28, 2017 and our repayment obligations there under became amortizable over a five year period, payable in equal monthly installments of principal and interest at the rate of 4.65% per annum, with any outstanding principal balance and all accrued but unpaid interest 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. As of the end of our fiscal year 2018, $4,675,000 was outstanding on the Term Loan.

 

(b) Financed Insurance Premiums

 

During our fiscal year 2018, we financed the premiums on the following three (3) property and general liability insurance policies, totaling approximately $1.33 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, 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, of which $466,000 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% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of $47,000. 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.

(ii) For the policy year beginning December 30, 2017, 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, of which $409,000 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% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of $41,000. 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, our property insurance is a one (1) year policy. The one (1) year property insurance premium is in the amount of $564,000, of which $453,000 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% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of approximately $46,000. 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 September 29, 2018, the aggregate principal balance owed from the financing of our property and general liability insurance policies is $211,000.

 

Construction Contracts

 

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 our fiscal year 2018, we agreed to change orders which had the effect of increasing the total contract price for the renovation to $1,059,000, of which $830,000 has been paid.

 

During 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. The $174,000 Contract provides for design and development services for the renovation of the existing building which currently houses the combination package liquor store and restaurant. If we complete the construction of the New Building and the renovation of the existing 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 renovated and expanded existing building. During our fiscal year 2018, we agreed to change orders which had the effect of increasing the total contract price for the $127,000 Contract to $138,000, of which $88,000 has been paid and increasing the total contract price for the $174,000 Contract to $187,000, of which $110,000 has been paid.

 

Subsequent to the end of our fiscal year 2018, our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19) was damaged by a fire which caused it to be closed. The renovation of the restaurant has been changed to a re-build and during our fiscal year 2019, the building will be demolished in anticipation of re-building the same. The $174,000 Contract will be terminated with payment of the balance of a yet to be agreed modified contract price representing payment for all work done by the third party unaffiliated general contractor to the date of termination.

 

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 our fiscal year 2018, we agreed to change orders which had the effect of decreasing the total contract price for the renovation to $869,000, of which, as of the end of our quarter fiscal 2018, we have paid $560,000.

 

Subsequent to the end of our fiscal year 2018, 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 provides 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 is 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.

 

Purchase Commitments

 

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

 

During our fiscal year 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 our fiscal year 2017, we did not purchase any limited partnership interests.

 

Working capital

 

The table below summarizes our current assets, current liabilities and working capital as of the end of our fiscal years 2018 and 2017:

 

		Sept. 29				Sept. 30
(in thousands)		2018				2017
Current assets		$	19,025			$	14,640
Current liabilities			13,310				11,011
Working capital			5,715				3,629

 

Our working capital increased by 57.48% as of September 29, 2018 from September 30, 2017 primarily due to the $3,500,000 we borrowed against our Credit Line during our fiscal year 2018 prior to the Credit Line converting to the Term Loan. During our fiscal year 2018, we used working capital of approximately $2,157,000 towards the renovation of our restaurant located at 13205 Biscayne Boulevard, North Miami, Florida. We also used $550,000 to fund the purchase price of our acquisition of the real property and improvements contiguous to the real property we own where our franchised restaurant located at 1479 E. Commercial Boulevard, Fort Lauderdale, Florida (Store #15) operates. During our fiscal year 2017, we used working capital of approximately $1,272,000 to build a new building on a parcel of real property we own which is near our combination package liquor store and restaurant located at 13205 Biscayne Boulevard, North Miami, Florida, (Store #20) and re-located our package liquor store to the new building. We also used $2,475,000, ($2,000,000 of which was drawn on our Credit Line), to fund the purchase price of our acquisition of the vacant real property which is contiguous to the real property we own where our new package liquor store located at 13185 Biscayne Boulevard, North Miami, Florida, (Store #20P) and our restaurant located at 13205 Biscayne Boulevard, North Miami, Florida (Store #20R) operate. We also used $635,000 for the construction of a catering kitchen adjacent to our restaurant located at 2600 Davie Boulevard, Fort Lauderdale, Florida.

 

During our fiscal year 2019, we plan to use certain of the borrowed funds to complete the renovation and expansion of our restaurant located at 13205 Biscayne Boulevard, North Miami, Florida. There can be no assurances as to the timing for us to complete the renovation and expansion of the restaurant. We also plan to use certain of the borrowed funds and insurance proceeds 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) operated into which we plan to re-locate our package liquor store and to re-build the restaurant. There can be no assurances as to the timing for us to construct the new building and re-build the restaurant.

 

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 available from our Term Loan will adequately fund operations, debt reductions and planned capital expenditures throughout our fiscal year 2019.

 

Off-Balance Sheet Arrangements

 

We do not have off-balance sheet arrangements.

 

Recently Adopted and Recently Issued Accounting Pronouncements

 

Adopted

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires that all deferred tax liabilities and tax assets 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 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2016 and may be applied either prospectively or retrospectively. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Issued

 

In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-15 “Classification of Certain Cash Receipts and Cash Payments”.  This ASU 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 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017, which will require us to adopt these provisions in the first quarter of our fiscal year 2019. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

In May 2014, the FASB issued 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. These standards are effective for the Company in the first quarter of our fiscal year 2019. We have performed an assessment of the new standard for each type of revenue contract with our customers and determined that the adoption of this guidance will not have a material impact on our consolidated financial statements.

 

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, 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 expect the adoption of the new guidance will have a material impact on our consolidated balance sheets due to recognition of the right-of-use asset and the lease liability related to our current operating leases. The process of evaluating the full impact of the new guidance of our consolidated financial statements and disclosures is ongoing, but we anticipate the initial evaluation of the impact will be completed by the second quarter of our fiscal year 2019.

 

Critical Accounting Policies

 

Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements located in Item 8 of this Annual Report on Form 10-K. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions. We believe that the following critical accounting policies are subject to estimates and judgments used in the preparation of our consolidated financial statements:

 

Estimated Useful Lives of Property and Equipment

 

The estimates of useful lives for property and equipment are significant estimates. Expenditures for the leasehold improvements and equipment when a restaurant is first constructed are material. In addition, periodic refurbishing takes place and those expenditures can be material. We estimate the useful life of those assets by considering, among other things, expected use, life of the lease on the building, and warranty period, if applicable. The assets are then depreciated using a straight line method over those estimated lives. These estimated lives are reviewed periodically and adjusted if necessary. Any necessary adjustment to depreciation expense is made in the income statement of the period in which the adjustment is determined to be necessary.

 

Consolidation of Limited Partnerships

 

As of September 29, 2018, we operate eight (8) restaurants as general partner of the limited partnerships that own the operations of these restaurants. We expect that any expansion which takes place in opening new restaurants will also result in us operating the restaurants as general partner. In addition to the general partnership interest we also purchased limited partnership units ranging from 5% to 49% of the total units outstanding. As a result of these controlling interests, we consolidate the operations of these limited partnerships with ours despite the fact that we do not own in excess of 50% of the equity interests. All intercompany transactions are eliminated in consolidation. The non-controlling interests in the earnings of these limited partnerships are removed from net income and are not included in the calculation of earnings per share.

 

Income Taxes

 

FASB ASC Topic 740 – Income Taxes, requires, among other things, recognition of future tax benefits measured at enacted rates attributable to deductible temporary differences between financial statement and income tax bases of assets and liabilities and to tax net operating loss and tip credit carryforwards to the extent that realization of said benefits is more likely than not. For discussion regarding our carryforwards refer to Note 9 to the consolidated financial statements for our fiscal year 2018.

 

Other Matters

 

Impact of 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 7A. Quantitative and Qualitative Disclosures About Market Risk

 

As part of our ongoing operations, we are exposed to interest rate fluctuations on our borrowings. As more fully described in Note 12 “Fair Value Measurements of Financial Instruments” to the Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for our fiscal year ended September 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 September 29, 2018, we had three variable rate debt instruments outstanding that are impacted by changes in interest rates. The interest rate of all three variable rate debt instruments is equal to the lender’s LIBOR Rate plus two and one-quarter percent (2.25%) per annum. The debt instruments further provide that the “LIBOR Rate” is a rate of interest equal to the British Bankers Association LIBOR Rate or successor thereto approved by the lender if the British Bankers Association is no longer making a LIBOR rate available. 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 the term loan (the “Term Loan”).

 

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 September 29, 2018, 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 September 29, 2018, 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 relates to the Credit Line (the “Line of Credit Swap”). The Line of Credit Swap requires us to pay interest for a five (5) year period, commencing December 28, 2017 at a fixed rate of 4.65% 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 September 29, 2018, the interest rate swap agreement is an effective hedging agreement and the fair value was not material.

 

At September 29, 2018, 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 8. Financial Statements and Supplementary Data.

 

Our Consolidated Financial Statements and supplementary data are on pages F-1 through F-6.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

 

None

 

 

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Based on evaluations as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer, with the participation of our management team, have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective to ensure that information the Company is required to disclose in reports that it files or submits under the Securities Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

 

Management’s Assessment on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the Company's internal control over financial reporting.  This evaluation was based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (“COSO”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 29, 2018, our internal control over financial reporting was effective.

 

Limitations on the Effectiveness of Controls and Permitted Omission from Management’s Assessment

 

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

 

Changes in Internal Control Over Financial Reporting

 

During the quarter ended September 29, 2018, we have not made any change to our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

None.

 

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The information required by Item 10 is incorporated by reference to our Proxy Statement for our 2019 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days from the end of our 2018 fiscal year. The information under the heading “Executive Officers” in Part I of this Form 10-K is also incorporated herein by reference.

 

Item 11. Executive Compensation.

 

The information required by Item 11 is incorporated by reference to our Proxy Statement for our 2019 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days from the end of our 2018 fiscal year.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The information required by Item 12 is incorporated by reference to our Proxy Statement for our 2019 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days from the end of our 2018 fiscal year.

 

Item 13. Certain Relationships and Related Transactions and Director Independence.

 

The information required by Item 13 is incorporated by reference to our Proxy Statement for our 2019 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days from the end of our 2018 fiscal year.

 

Item 14. Principal Accountant Fees and Services.

 

The information required by Item 14 is incorporated by reference to our Proxy Statement for our 2019 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days from the end of our 2018 fiscal year.

 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

(a)(1) Financial Statements

 

See Part II, Item 8, “Financial Statements and Supplementary Data” for Financial Statements included with this Annual Report on Form 10-K.

 

(a)(2) Financial Statement Schedules

 

All other schedules have been omitted because the required information is not applicable or the information is included in the consolidated financial statements or the Notes thereto.

 

(a)(3) Exhibits

 

The exhibits listed on the accompanying Index to Exhibits are filed as part of this Annual Report.

 

Item 16. Form 10-K Summary

 

None.

 

 

 

				Incorporated by Reference
Exhibit Number		Exhibit Description		Form		Date		Number		Filed Herewith
2		Plan of Reorganization, Amended Disclosure Statement, Amended Plan of Reorganization, Modification of Amended Plan of Reorganization, Second Modification of Amended Plan of Reorganization, Order Confirming Plan of Reorganization		SB-2		5/5/87		2
3		Restated Articles of Incorporation,  adopted January 9, 1984		10-K		12/29/82		3
10(a)(1)		Employment Agreement with Joseph G. Flanigan*		DEF14A		1/27/1988		10(a)(1)

 

10(a)(2)		Form of Employment Agreement between Joseph G. Flanigan and the Company (as ratified and amended by the stockholders at the 1988 annual meeting is incorporated herein by reference).*		10-K				10(a)(1)
10(c)		Consent Agreement regarding the Company's Trademark Litigation		8-K		4/10/1985		10( c)
10(d)		King of Prussia(#850)Partnership Agreement*		8-K		4/10/1985		10(d)
10(o)		Management Agreement for Atlanta, Georgia, (#600)*		10-K		10/3/1992		10(o)
10(p)		Settlement Agreement with Former Vice Chairman of the Board of Directors (re #5)		10-K		10/3/1992		10(p)
10(q)		Hardware Purchase Agreement and Software License Agreement for restaurant point of sale system.		10-KSB		10/2/1993		10(q)
10(a)(3)		Key Employee Incentive Stock Option Plan		DEF14A		1/26/1994		10(a)(3)
10( r)		Limited Partnership Agreement of CIC Investors #13, Ltd,. between Flanigan's Enterprises, Inc., as General Partner and fifty percent owner of the limited partnership, and Hotel Properties, LTD. *		10-KSB		9/30/1995		10(r)
10(s)		Form of Franchise Agreement between Flanigan's Enterprises, Inc. and Franchisees.*		10-KSB		9/30/1995		10(s)
10(t)		Licensing Agreement between Flanigan's Enterprises, Inc. and James B. Flanigan, dated November 4, 1996, for non-exclusive use of the servicemark "Flanigan's" in the Commonwealth of Pennsylvania.  *		10-KSB		9/28/1996		10(t)
10(u)		Limited Partnership Agreement of CIC Investors #15 Ltd., dated March 28, 1997, between B.D. 15 Corp. as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc. as a limited partner owning twenty five percent of the limited partnership. *		10-KSB		9/27/1997		10(u)
10(v)		Limited Partnership Agreement of CIC Investors #60 Ltd., dated July 8, 1997, between Flanigan's Enterprises, Inc., as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc. as limited partner owning forty percent of the limited partnership. *		10-KSB		9/27/1997		10(v)

 

10(w)		Stipulated Agreed Order of Dismissal upon Mediation with former franchisee.		10-KSB		9/27/1997		10(w)
10(x)		Limited Partnership Agreement of CIC Investors #70, Ltd. dated February 1999 between Flanigan's Enterprises, Inc. as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc. as limited partner owning forty percent of the limited partnership.  *		10-KSB		10/02/1999		10(x)
10(y)		Limited Partnership Agreement of CIC Investors #80, Ltd., dated May 2001, between Flanigan's Enterprises, Inc. as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc., as limited partner owning twenty five percent of the limited partnership.  *		10-KSB		9/29/2001		10(y)
10(z)		Limited Partnership Agreement of CIC Investors #95, Ltd., dated July 2001, between Flanigan's Enterprises, Inc., as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc. as limited partner owning twenty eight percent of the limited partnership.  *		10-KSB		9/29/2001		10(z)
10(bb)		Limited Partnership Agreement of CIC Investors #65, Ltd., dated June 24, 2004, between Flanigan’s Enterprises, Inc., as General Partner, and numerous limited partners, including Flanigan’s Enterprises, Inc. as limited partner owning twenty six percent of the limited partnership.  *		10-K		10/2/2004		10(bb)
10(cc)		Amended and Restated Limited Partnership Certificate and Agreement of CIC Investors #13, Ltd., dated March 1, 2006, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc. and numerous limited partners, including Flanigan’s Enterprises, Inc. as limited partner owning thirty nine percent of the limited partnership.  *		10-K		9/30/2006		10(cc)
10(dd)		Limited Partnership Agreement of CIC Investors #50, Ltd., dated October 17, 2006, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc. and numerous limited partners, including Flanigan’s Enterprises, Inc. as limited partner owning sixteen percent of the limited partnership.  *		10-K		9/29/2007		10(dd)

 

10(ee)		Limited Partnership Agreement of CIC Investors #55, Ltd., dated December 12, 2006, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc. and numerous limited partners, including Flanigan’s Enterprises, Inc. as limited partner owning forty eight percent of the limited partnership.  *		10-K		9/29/2007		10(ee)
10(ff)		Limited Partnership Agreement of CIC Investors #90, Ltd., dated January 18, 2012, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc. and numerous limited partners, including Flanigan’s Enterprises, Inc. as limited partner owning five percent of the limited partnership. *		10-K		9/29/2012		10(ff)
13		Registrant's Form 10-K constitutes the Annual Report to Shareholders for the fiscal year ended September 29, 2018.								X
21(a)		Company's subsidiaries are set forth in this Annual Report on Form 10-K.								X
31.1		Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended of Chief Executive Officer.								X
31.2		Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended of Chief Financial Officer.								X
32.1		Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.								X
32.2		Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.								X
*	Compensatory plan or arrangement.

 

List of XBRL documents as exhibits 101

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Flanigan's Enterprises, Inc.
	Registrant
	By:	/s/ JAMES G. FLANIGAN II
		JAMES G. FLANIGAN II
		Chief Executive Officer
		Date: 12/21/2018
	By:	/s/ JEFFREY D. KASTNER
		JEFFREY D. KASTNER
		Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)
		Date: 12/21/2018

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the dates indicated.

 

 

/s/ JAMES G. FLANIGAN II	Chairman of the Board,	Date: 12/21/2018
James G. Flanigan II	Chief Executive Officer,
	and Director
/s/ JEFFREY D. KASTNER	Chief Financial Officer,	Date: 12/21/2018
Jeffrey D. Kastner	Secretary and Director
/s/ AUGIE BUCCI	Chief Operating Officer	Date: 12/21/2018
Augie Bucci	and Director
/s/ MICHAEL B. FLANIGAN	Director	Date: 12/21/2018
Michael B. Flanigan

 

/s/ PATRICK J. FLANIGAN	Director	Date: 12/21/2018
Patrick J. Flanigan
/s/  CHRISTOPHER O’NEIL	Vice President of Package	Date: 12/21/2018
Christopher O’Neil	Operations and Director
/s/ MARY ELIZABETH BENNETT	Director	Date: 12/21/2018
Mary Elizabeth Bennett
/s/ CHRISTOPHER J. NELMS	Director	Date: 12/21/2018
Christopher J. Nelms
/s/  JOHN P. FOSTER	Director	Date: 12/21/2018
John P. Foster

 

 

 

 

 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL STATEMENTS

 

SEPTEMBER 29, 2018 AND SEPTEMBER 30, 2017

 

 

 

 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

 

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets	F-2
Statements of Income	F-3
Statements of Stockholders’ Equity	F-4
Statements of Cash Flows	F-5 – F-6
Notes to Financial Statements	F-7 - F-33

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and Board of Directors of
Flanigan's Enterprises, Inc.

 

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Flanigan's Enterprises, Inc. and Subsidiaries (the "Company") as of September 29, 2018 and September 30, 2017, the related consolidated statements of income, stockholders' equity and cash flows for each of the 2 years in the period ended September 29, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 29, 2018 and September 30, 2017, and the results of its operations and its cash flows for each of the 2 years in the period ended September 29, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

 

/s/ Marcum LLP

 

Marcum LLP

 

We have served as the Company’s auditor since 1999.

 

Fort Lauderdale, FL

December 21, 2018

 

 

 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 29, 2018 AND SEPTEMBER 30, 2017

 (rounded to the nearest thousandth, except share amounts)

 

 

ASSETS		2018				2017
Current Assets:
Cash and cash equivalents		$	13,414,000			$	9,885,000
Prepaid income taxes			257,000				67,000
Other receivables			474,000				496,000
Inventories			3,223,000				2,842,000
Prepaid expenses			1,657,000				1,350,000
Total current assets			19,025,000				14,640,000
Property and Equipment, Net			42,350,000				42,178,000
Construction in progress			3,013,000				527,000
			45,363,000				42,705,000
Investment in Limited Partnership			251,000				237,000
Other Assets:
Liquor licenses			630,000				630,000
Deferred tax assets			612,000				1,298,000
Leasehold interests, net			417,000				538,000
Other			967,000				461,000
Total other assets			2,626,000				2,927,000
Total assets		$	67,265,000			$	60,509,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	9,219,000			$	8,066,000
Due to franchisees			2,054,000				1,781,000
Current portion of long-term debt			1,963,000				1,076,000
Deferred rent			74,000				88,000
Total current liabilities			13,310,000				11,011,000
Long-Term Debt, Net of Current Portion			12,613,000				11,322,000
Commitments and Contingencies
Equity:
Flanigan's Enterprises, Inc. stockholders' equity
Common stock, $.10 par value; 5,000,000 shares authorized; 4,197,642 shares
issued; 1,858,647 outstanding for years ended 2018 and 2017			420,000				420,000
Capital in excess of par value			6,240,000				6,240,000
Retained earnings			34,610,000				31,398,000
Treasury stock, at cost, 2,338,995 shares for the years
ended 2018 and 2017			(6,077,000	)			(6,077,000	)
Total Flanigan's Enterprises, Inc. stockholders' equity			35,193,000				31,981,000
Noncontrolling interests			6,149,000				6,195,000
Total equity			41,342,000				38,176,000
Total liabilities and equity		$	67,265,000			$	60,509,000

 

 

 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 Years Ended September 29, 2018 and September 30, 2017

 (rounded to the nearest thousandth, except share and per share amounts)

               

 

		2018				2017
Revenues:
Restaurant food sales		$	70,545,000			$	66,917,000
Restaurant bar sales			21,760,000				20,476,000
Package store sales			18,559,000				16,842,000
Franchise-related revenues			1,652,000				1,592,000
Owner's fee			138,000				150,000
Other operating income			217,000				233,000
Rental income			626,000				612,000
			113,497,000				106,822,000
Costs and Expenses:
Cost of merchandise sold:
Restaurants and lounges			32,133,000				31,607,000
Package goods			13,379,000				12,034,000
Payroll and related costs			34,868,000				32,795,000
Occupancy costs			5,726,000				5,432,000
Selling, general and administrative expenses			19,947,000				18,696,000
			106,053,000				100,564,000
Income from Operations			7,444,000				6,258,000
Other Income (Expense):
Interest expense			(753,000	)			(600,000	)
Interest and other income			70,000				102,000
			(683,000	)			(498,000	)
Income Before Provision for Income Taxes			6,761,000				5,760,000
Provision for Income Taxes			(1,371,000	)			(1,370,000	)
Net Income			5,390,000				4,390,000
Less: Net Income Attributable to Noncontrolling Interests			(1,713,000	)			(1,370,000	)
Net Income Attributable to Flanigan's Enterprises, Inc. Stockholders		$	3,677,000			$	3,020,000
Net Income Per Common Share:
Basic and Diluted		$	1.98			$	1.63
Weighted Average Shares and Equivalent Shares Outstanding:
Basic and Diluted			1,858,647				1,858,647

 

 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED SEPTEMBER 29, 2018 AND SEPTEMBER 30, 2017

 (rounded to nearest thousandth, except  share amounts)

 

		Common Stock								Capital in								Treasury Stock
										Excess of				Retained												Noncontrolling
		Shares				Amount				Par Value				Earnings				Shares				Amount				Interests				Total
Balance, October 1, 2016			4,197,642			$	420,000			$	6,240,000			$	28,750,000				2,338,995			$	(6,077,000	)		$	6,986,000			$	36,319,000
Year Ended September 30, 2017:
Net income			—				—				—				3,020,000				—				—				1,370,000				4,390,000
Distributions to noncontrolling interests			—				—				—				—				—				—				(2,161,000	)			(2,161,000	)
Dividends paid			—				—				—				(372,000	)			—				—				—				(372,000	)
Balance, September 30, 2017			4,197,642				420,000				6,240,000				31,398,000				2,338,995				(6,077,000	)			6,195,000				38,176,000
Year Ended September 29, 2018:
Net income			—				—				—				3,677,000				—				—				1,713,000				5,390,000
Distributions to noncontrolling interests			—				—				—				—				—				—				(1,757,000	)			(1,757,000	)
Dividends paid			—				—				—				(465,000	)			—				—				—				(465,000	)
Purchase of noncontrolling interests			—				—				—				—				—				—				(2,000	)			(2,000	)
Balance, September 29, 2018			4,197,642			$	420,000			$	6,240,000			$	34,610,000				2,338,995			$	(6,077,000	)		$	6,149,000			$	41,342,000

 

 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED SEPTEMBER 29, 2018 AND SEPTEMBER 30, 2017

(rounded to nearest thousandth)

                     

 

		2018				2017
Cash Flows from Operating Activities:
Net income		$	5,390,000			$	4,390,000
Adjustments to reconcile net income to net cash and cash equivalents provided by
operating activities:
Depreciation and amortization			2,682,000				2,545,000
Amortization of leasehold interests			121,000				122,000
Gain/loss on sale/abandonment of property and equipment			80,000				50,000
Amortization of deferred loan costs			40,000				40,000
Deferred income taxes			686,000				(55,000	)
Deferred rent			(14,000	)			(14,000	)
Income from unconsolidated limited partnership			(49,000	)			(45,000	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Prepaid income taxes			(190,000	)			113,000
Due from franchisees			—				62,000
Other receivables			22,000				131,000
Inventories			(381,000	)			(209,000	)
Prepaid expenses			1,012,000				1,123,000
Other assets			25,000				42,000
Increase (decrease) in:
Accounts payable and accrued expenses			262,000				276,000
Due to franchisees			273,000				(317,000	)
Net cash and cash equivalents provided by operating activities			9,959,000				8,254,000
Cash Flows from Investing Activities:
Purchase of property and equipment			(2,798,000	)			(4,288,000	)
Purchase of construction in progress			(1,857,000	)			(2,419,000	)
Deposit on purchase of fixed assets			(677,000	)			(439,000	)
Proceeds from sale of fixed assets			91,000				73,000
Distributions from unconsolidated limited partnership			35,000				20,000
Net cash and cash equivalents used in investing activities			(5,206,000	)			(7,053,000	)
Cash Flows from Financing Activities:
Payments of long-term debt			(2,500,000	)			(1,793,000	)
Deferred loan costs			—				(86,000	)
Proceeds from long-term debt			3,500,000				2,922,000
Dividends paid			(465,000	)			(372,000	)
Distributions to noncontrolling interests			(1,757,000	)			(2,161,000	)
Purchase of noncontrolling interests			(2,000	)			—
Net cash and cash equivalents used in financing activities			(1,224,000	)			(1,490,000	)
Net Increase (Decrease) in Cash and Cash Equivalents			3,529,000				(289,000	)
Cash and Cash Equivalents, Beginning			9,885,000				10,174,000
Cash and Cash Equivalents, Ending		$	13,414,000			$	9,885,000

 

 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

 

(rounded to nearest thousandth)

 

   

 

		2018				2017
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest		$	753,000			$	600,000
Income taxes		$	875,000			$	1,149,000
Supplemental Disclosure for Non-Cash Investing and Financing Activities:
Financing of insurance contracts		$	1,057,000			$	1,199,000
Purchase deposits transferred to property and equipment		$	146,000			$	489,000
Construction in progress transferred to property and equipment		$	—			$	1,907,000
Purchase of vehicles in exchange for debt		$	81,000			$	24,000
Construction in progress included in accruals		$	629,000			$	—

 

 

 

 

FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 29, 2018 AND SEPTEMBER 30, 2017

 

NOTE 1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Capitalization

 

The Company was incorporated in 1959 and operates in South Florida as a chain of full-service restaurants and package liquor stores. Restaurant food and beverage sales make up the majority of our total revenue. As of September 29, 2018, we (i) operated 26 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) franchised an additional five units, consisting of two restaurants, (one 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 which was permanently closed on September 20, 2018 when the Federal Court upheld recently enacted local legislation which prohibited the operation of the club as then operated. With the exception of one restaurant we operate under the name “The Whale’s Rib”, and in which we do not have an ownership interest, 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”.

 

The Company’s Articles of Incorporation, as amended, authorize us to issue and have outstanding at any one time 5,000,000 shares of common stock at a par value of $0.10 per share.

 

We operate under a 52-53 week year ending the Saturday closest to September 30. Our fiscal years 2018 and 2017 are each comprised of a 52-week period.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and our subsidiaries, all of which are wholly owned, and the accounts of the eight limited partnerships in which we act as general partner and have controlling interests. All significant intercompany transactions and balances have been eliminated in consolidation.

Noncontrolling interests in consolidated subsidiaries are included in the consolidated balance sheets as a separate component of equity. We report consolidated net income inclusive of both the Company’s and the noncontrolling interests’ share, as well as amounts of consolidated net income (loss) attributable to each of the Company and the noncontrolling interests.

 

Use of Estimates

 

The consolidated financial statements and related disclosures are prepared in conformity with accounting principles generally accepted in the United States. We are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Use of Estimates (Continued)

 

disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the period reported.  These estimates include assessing the estimated useful lives of tangible assets and the recognition of deferred tax assets and liabilities.  Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in our consolidated financial statements in the period they are determined to be necessary. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, they may ultimately differ from actual results.

 

Cash and Cash Equivalents

 

We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

 

Inventories

 

Our inventories, which consist primarily of package liquor products, are stated at the lower of average cost or net realizable value.

 

Liquor Licenses

 

In accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, “Intangibles - Goodwill and Other”, our liquor licenses are indefinite lived assets, which are not being amortized, but are tested annually for impairment (see Note 8).

 

Property and Equipment

 

Our property and equipment are stated at cost. We capitalize expenditures for major improvements and depreciation commences when the assets are placed in service. We record depreciation on a straight-line basis over the estimated useful lives of the respective assets. We charge maintenance and repairs, which do not improve or extend the life of the respective assets, to expense as incurred. When we dispose of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.

 

Our estimated useful lives range from three to five years for vehicles, and three to seven years for furniture and equipment. Leasehold improvements are currently being amortized over the shorter of the life of the lease or the life of the asset up to a maximum of 20 years. Our building and building improvements of our corporate offices in Fort Lauderdale, Florida; our building and building improvements of our construction office/warehouse in Fort Lauderdale, Florida; our combination restaurant and package liquor stores in Hallandale, Florida and Hollywood, Florida; our restaurants in N. Miami, Florida and Fort Lauderdale, Florida; our package liquor store in N. Miami, Florida, our shopping center in Miami, Florida and property in Fort Lauderdale, Florida, all of which we own, are being depreciated over forty years.

 

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Leasehold Interests

 

Our purchase of an existing restaurant location usually includes a lease to the business premises. As a result, a portion of the purchase price is allocated to the leasehold interest. We capitalize the cost of the leasehold interest and amortization commences upon our assumption of the lease. We amortize leasehold interests on a straight line basis over the remaining term of the lease.

 

Investment in Limited Partnerships

 

We use the consolidation method of accounting when we have a controlling interest in other companies and limited partnerships. We use the equity method of accounting when we have an interest between twenty to fifty percent in other companies and limited partnerships, but do not exercise control. Under the equity method, our original investments are recorded at cost and are adjusted for our share of undistributed earnings or losses. All significant intercompany profits are eliminated.

 

Concentrations of Credit Risk

 

Financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents. We maintain deposit balances with financial institutions which balances may, from time to time, exceed the federally insured limits, which are $250,000 for interest and non-interest bearing accounts.  We have not experienced any losses in such accounts.

Major Suppliers

Throughout our fiscal years 2018 and 2017, we purchased substantially all of our food products from one major supplier pursuant to a master distribution agreement which entitled us to receive certain purchase discounts, rebates and advertising allowances that are recorded as a reduction of cost of merchandise sold in periods in which they are earned. Subsequent to the end of our fiscal year 2018, we entered into a new master distribution agreement with the same major supplier for a period of five years commencing January 1, 2019 under substantially the same terms and conditions. We believe that several other alternative vendors are available, if necessary.

 

Throughout our fiscal years 2018 and 2017, we purchased the majority of our alcoholic beverages from three local distributors. Each distributor has exclusive rights from the manufacturers to sell specific brands in given areas, so unless the exclusive distribution rights are transferred to another vendor, there are no alternate distributors available.

 

Revenue Recognition

We record revenues from normal recurring sales upon the sale of food and beverages and the sale of package liquor products. We report our sales net of sales tax. Continuing royalties, which are a percentage of net sales of franchised stores, are accrued as income when earned.

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Pre-opening Costs

 

Our pre-opening costs are those typically associated with the opening of a new restaurant and generally include payroll costs associated with the new restaurant opening, rent and promotional costs. We expense pre-opening costs as incurred. During our fiscal years 2018 and 2017, we reported none.

 

Advertising Costs

 

Our advertising costs are expensed as incurred. Advertising costs incurred during our fiscal years ended September 29, 2018 and September 30, 2017 were approximately $433,000 and $185,000 respectively.

General Liability Insurance

 

We have general liability insurance which incorporates a semi-self-insured plan under which we assume the full risk of the first $50,000 of exposure per occurrence, while the limited partnerships assume the full risk of the first $10,000 of exposure per occurrence. Our insurance carrier is responsible for $1,000,000 coverage per occurrence above our self-insured deductible, up to a maximum aggregate of $2,000,000 per year. During our fiscal years ended September 29, 2018 and September 30, 2017, we were able to purchase excess liability insurance, whereby our excess insurance carrier is responsible for $6,000,000 coverage above our primary general liability insurance coverage. With the exception of one (1) limited partnership which has higher general liability insurance coverage to comply with the terms of its lease for the business premises, we are un-insured against liability claims in excess of $7,000,000 per occurrence and in the aggregate.

 

Our general policy is to settle only those legitimate and reasonable claims asserted and to aggressively defend and go to trial, if necessary, on frivolous and unreasonable claims. Under our current liability insurance policy, any expense incurred by us in defending a claim, including adjusters and attorney's fees, are a part of our $50,000 or $10,000, as applicable, self-insured retention.

 

Fair Value of Financial Instruments

 

The respective carrying value of certain of our on-balance-sheet financial instruments approximated their fair value. These instruments include cash and cash equivalents, other receivables, accounts payables, accrued expenses and debt. We have assumed carrying values to approximate fair values for those financial instruments, which are short-term in nature or are receivable or payable on demand. We estimated the fair value of debt based on current rates offered to us for debt of comparable maturities and similar collateral requirements.

 

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value of Financial Instruments (Continued)

 

In accordance with FASB ASC Topic 820-10-50-1, we utilized a valuation model to determine the fair value of our swap agreements. As the valuation models for the swap agreements were based upon observable inputs, they are classified as Level 2 (see Note 12).

 

Derivative Instruments

 

We account for derivative instruments in accordance with FASB ASC Topic 815-10-05-4, “Accounting for Derivative Instruments and Hedging Activities” as amended, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. In accordance with FASB ASC Topic 815-10-05-4, derivative instruments are recognized as assets or liabilities in the Company’s consolidated balance sheets and are measured at fair value. We recognize all changes in fair value through earnings unless the derivative is determined to be an effective hedge. We currently have three derivatives which we have designated as effective hedges (See Note 12).

 

Income Taxes

 

We account for our income taxes using FASB ASC Topic 740, “Income Taxes”, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

 

We follow the provisions regarding Accounting for Uncertainty in Income Taxes, which require the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We had no material unrecognized tax benefits and no adjustments to our financial position, results of operations or cash flows were required. Generally, federal, state and local authorities may examine the Company’s tax returns for three years from the date of filing and the current and prior three years remain subject to examination as of September 29, 2018. We do not expect that unrecognized tax benefits will increase within the next twelve months. We recognize accrued interest and penalties related to uncertain tax positions as income tax expense.

 

On December 22, 2017 the Tax Cuts and Jobs Act (the “Act”) was signed into law, reducing the corporate income tax rate to 21%. Our accounting for the impact of the Act was completed during the thirteen weeks ended December 31, 2017 when we recorded a decrease of approximately $336,000 to our net deferred tax asset, with a corresponding adjustment to deferred income tax expense.

 

 

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Long-Lived Assets

 

We continually evaluate whether events and circumstances have occurred that may warrant revision of the estimated life of our intangible and other long-lived assets or whether the remaining balance of our intangible and other long-lived assets should be evaluated for possible impairment. If and when such factors, events or circumstances indicate that intangible or other long-lived assets should be evaluated for possible impairment, we will determine the fair value of the asset by making an estimate of expected future cash flows over the remaining lives of the respective assets and compare that fair value with the carrying value of the assets in measuring their recoverability. In determining the expected future cash flows, the assets will be grouped at the lowest level for which there are cash flows, at the individual store level.

 

Earnings Per Share

 

We follow FASB ASC Topic 260 - “Earnings per Share.” This section provides for the calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution. Earnings per share are computed by dividing income available to common stockholders by the basic and diluted weighted average number of common shares.

 

Recently Adopted and Recently Issued Accounting Pronouncements

 

Adopted

 

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires that all deferred tax liabilities and tax assets 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 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2016 and may be applied either prospectively or retrospectively. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Issued

 

In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-15 “Classification of Certain Cash Receipts and Cash Payments”.  This ASU 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 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017, which will require us to adopt these provisions in the first quarter of our fiscal year 2019. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recently Adopted and Recently Issued Accounting Pronouncements (Continued)

Issued (Continued)

In May 2014, the FASB issued 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. These standards are effective for the Company in the first quarter of our fiscal year 2019. We have performed an assessment of the new standard for each type of revenue contract with our customers and determined that the adoption of this guidance will not have a material impact on our consolidated financial statements.

 

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, 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 expect the adoption of the new guidance will have a material impact on our consolidated balance sheets due to recognition of the right-of-use asset and the lease liability related to our current operating leases. The process of evaluating the full impact of the new guidance of our consolidated financial statements and disclosures is ongoing, but we anticipate the initial evaluation of the impact will be completed by the second quarter of our fiscal year 2019.

 

NOTE 2.     PROPERTY AND EQUIPMENT

 

		2018				2017
Furniture and equipment		$	11,784,000			$	11,774,000
Leasehold improvements			22,754,000				22,405,000
Land and land improvements			19,662,000				19,555,000
Building and improvements			17,316,000				16,603,000
Vehicles			1,424,000				1,357,000
			72,940,000				71,694,000
Less accumulated depreciation and amortization			30,590,000				29,516,000
			42,350,000				42,178,000
Construction in progress			3,013,000				527,000
		$	45,363,000			$	42,705,000

 

Depreciation and amortization expense for the fiscal years ended September 29, 2018 and September 30, 2017 was approximately $2,682,000 and $2,545,000, respectively.

 

NOTE 3.      LEASEHOLD INTERESTS

		2018				2017
Leasehold interests, at cost		$	3,024,000			$	3,024,000
Less accumulated amortization			2,607,000				2,486,000
		$	417,000			$	538,000

 

Future leasehold amortization as of September 29, 2018 is as follows:

2019		$	121,000
2020			96,000
2021			82,000
2022			33,000
2023			22,000
Thereafter			63,000
Total		$	417,000

 

NOTE 4.      INVESTMENTS IN LIMITED PARTNERSHIPS

We have invested with others (some of whom are affiliated with our officers and directors) in nine limited partnerships which own and operate nine South Florida based restaurants under our service mark “Flanigan’s Seafood Bar and Grill”. In addition to being a limited partner in these limited partnerships, we are the sole general partner of all of these limited partnerships and manage and control the operations of the restaurants except for the restaurant located in Fort Lauderdale, Florida where we only hold a limited partnership interest.

Generally, the terms of the limited partnership agreements provide that until the investors’ cash investment in a limited partnership (including any cash invested by us) is returned in full, the limited partnership distributes to the investors annually out of available cash from the operation of the restaurant, as a return of capital, 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 and one-half (1/2) to the investors (including us) prorata based upon the investors’ investment, as a return of capital. Once all of the investors (including us) have received, in full, amounts equal to their cash invested, an annual management fee becomes payable to us equal to one-half (½) of cash available to be distributed, with the other one half (½) of available cash distributed to the investors (including us) as a profit distribution, pro-rata based upon the investors’ investment.

 

As of September 29, 2018, limited partnerships owning seven (7) restaurants, (Surfside, Florida, Kendall, Florida, West Miami, Florida, Pinecrest, Florida, Wellington, Florida, Miami, Florida and Pembroke Pines, Florida locations), have returned all cash invested and we receive an annual management fee equal to one-half (½) of the cash available for

NOTE 4.      INVESTMENTS IN LIMITED PARTNERSHIPS (Continued)

 

distribution by the limited partnership. In addition to our receipt of distributable amounts from the limited partnerships, we receive a fee equal to 3% of gross sales for use of our “Flanigan’s Seafood Bar and Grill” service mark, which use is authorized only while we act as general partner. This 3% fee is “earned” when sales are made by the limited partnerships and is paid weekly, in arrears.

 

Surfside, Florida

 

We are the sole general partner and a 46% limited partner in this limited partnership which has owned and operated a restaurant in Surfside, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since March 6, 1998. 33.3% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by the limited partnership. This entity is consolidated in the accompanying financial statements.

 

Kendall, Florida

 

We are the sole general partner and a 41% limited partner in this limited partnership which has owned and operated a restaurant in Kendall, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since April 4, 2000. 28.3% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by the limited partnership. This entity is consolidated in the accompanying financial statements.

 

West Miami, Florida

 

We are the sole general partner and a 27% limited partner in this limited partnership which has owned and operated a restaurant in West Miami, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since October 11, 2001. 32.7% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by the limited partnership. This entity is consolidated in the accompanying financial statements.

 

Wellington, Florida

 

We are the sole general partner and a 28% limited partner in this limited partnership which has owned and operated a restaurant in Wellington, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since May 27, 2005. 22.4% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This

 

NOTE 4. INVESTMENTS IN LIMITED PARTNERSHIPS (Continued)

 

Wellington, Florida (continued)

 

limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by the limited partnership. This entity is consolidated in the accompanying financial statements.

 

Pinecrest, Florida

 

We are the sole general partner and 45% limited partner in this limited partnership which has owned and operated a restaurant in Pinecrest, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since August 14, 2006. 20.2% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (1/2) of the cash available for distribution by this limited partnership. This entity is consolidated in the accompanying financial statements.

 

Pembroke Pines, Florida

 

We are the sole general partner and a 23% limited partner in this limited partnership which has owned and operated a restaurant in Pembroke Pines, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since October 29, 2007. 23.8% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. As of the end of our fiscal year 2018, this limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (1/2) of the cash available for distribution by this limited partnership. This entity is consolidated in the accompanying financial statements.

 

Davie, Florida

 

We are the sole general partner and a 49% limited partner in this limited partnership which has owned and operated a restaurant in Davie, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since July 28, 2008. 12.3% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. As of the end of our fiscal year 2018, this limited partnership has returned to its investors approximately 91.5% of their initial cash invested, increased from approximately 83.0% as of the end of our fiscal year 2017. This entity is consolidated in the accompanying financial statements.

 

Miami, Florida

 

We are the sole general partner and a 5% limited partner in this limited partnership which has owned and operated a restaurant in Miami, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since December 27, 2012. 26.8% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members.

 

NOTE 4.      INVESTMENTS IN LIMITED PARTNERSHIPS (Continued)

 

Miami, Florida (continued)

 

This limited partnership has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership. This entity is consolidated in the accompanying financial statements.

 

Fort Lauderdale, Florida

 

A corporation, owned by a member of our Board of Directors, acts as sole general partner of a limited partnership which has owned and operated a restaurant in Fort Lauderdale, Florida under our “Flanigan’s Seafood Bar and Grill” service mark since April 1, 1997. We have a 25% limited partnership interest in this limited partnership. 31.9% of the remaining limited partnership interest is owned by persons who are either our officers, directors or their family members. We have a franchise arrangement with this limited partnership. For accounting purposes, we do not consolidate the operations of this limited partnership into our operations. This entity is reported using the equity method in the accompanying consolidated financial statements. The following is a summary of condensed unaudited financial information pertaining to our limited partnership investment in Fort Lauderdale, Florida:

 

Financial Position:		2018				2017
Current assets		$	374,000			$	309,000
Non-current assets			651,000				625,000
Current liabilities			198,000				164,000
Operating Results:
Revenues			3,915,000				3,594,000
Gross profit			2,589,000				2,327,000
Net income			197,000				181,000

 

 

NOTE 5.      INVESTMENTS IN REAL PROPERTY

 

Fort Lauderdale, Florida

 

During the fourth quarter of our fiscal year 2018, we purchased from an unrelated third party the real property and improvements (the “Property”), which is contiguous to the real property we own where our franchised restaurant located at 1479 E. Commercial Boulevard, Fort Lauderdale, Florida (Store #15) operates for $550,000 cash at closing. The improvements on the Property, a quadraplex, are currently rented and will continue to be rented until the Property is needed for parking for the customers of the adjacent franchised restaurant, at which time the quadraplex will be demolished. To fund the cash at closing, we used cash on hand.

 

 

NOTE 6.     EXECUTION OF NEW LEASE FOR EXISTING LOCATION

 

Pinecrest, Florida

 

During the second quarter of our fiscal year 2018, the lease with an unrelated third party for the restaurant owned by our limited partnership located at 11415 S. Dixie Highway, Pinecrest, Florida (Store #13) was extended for five years through July 31, 2026. The extended lease is on the same terms and conditions, except the annual rent (base and estimated percentage rent) effective February 1, 2018 increased by approximately 20%, with annual 3% increases on the base rent thereafter commencing February 1, 2021.

 

 

NOTE 7.      FINANCED INSURANCE PREMIUMS

 

During our fiscal year 2018, we financed the premiums on the following three (3) property and general liability insurance policies, totaling approximately $1.33 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, 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, of which $466,000 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% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of $47,000. 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.

 

(ii) For the policy year beginning December 30, 2017, 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, of which $409,000 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% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of $41,000. 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, our property insurance is a one (1) year policy. The one (1) year property insurance premium is in the amount of $564,000, of which $453,000 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% per annum, over 10 months, with monthly payments of principal and interest, each in the amount of approximately $46,000. 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 September 29, 2018, the aggregate principal balance owed from the financing of our property and general liability insurance policies is $211,000.

 

NOTE 8.      LIQUOR LICENSES

 

Liquor licenses, which are indefinite lived assets, are tested for impairment in September of each of our fiscal years. The fair value of liquor licenses at September 29, 2018, exceeded the carrying amount; therefore, we recognized no impairment loss. The fair value of the liquor licenses was evaluated by comparing the carrying value to recent sales for similar liquor licenses in the County issued. At September 29, 2018 and September 30, 2017, the total carrying amount of our liquor licenses was $630,000. We acquired no liquor licenses in our fiscal year 2018.

 

NOTE 9.      INCOME TAXES

 

The components of our provision for income taxes for our fiscal years 2018 and 2017 are as follows:

 

		2018				2017
Current:
Federal		$	428,000			$	1,125,000
State			257,000				300,000
Deferred:			685,000				1,425,000
Federal			582,000				(50,000	)
State			104,000				(5,000	)
			686,000				(55,000	)
		$	1,371,000			$	1,370,000

 

A reconciliation of income tax computed at the statutory federal rate to income tax expense is as follows:

 

		2018				2017
Tax provision at the statutory rate		$	1,588,000			$	1,959,000
Non-controlling interests			(402,000	)			(466,000	)
State income taxes, net of federal income tax			248,000				185,000
FICA tip credit			(440,000	)			(361,000	)
True up adjustment			(7,000	)			(2,000	)
Tax effect of rate change due to Tax Reform			336,000				—
Other permanent items			48,000				55,000
		$	1,371,000			$	1,370,000

 

We have deferred tax assets which arise primarily due to depreciation recorded at different rates for tax and book purposes offset by cost basis differences in depreciable assets due to the deferral of the recognition of insurance recoveries on casualty losses for tax purposes, investments in and management fees paid by limited partnerships, accruals for potential uninsured claims, bonuses accrued for book purposes but not paid within two and a half months for tax purposes, the capitalization of certain inventory costs for tax purposes not recognized for financial reporting purposes, the recognition of revenue from gift cards not redeemed within twelve months of issuance, allowances for uncollectable receivables, unfunded limited retirement commitments and tax credit carryforwards generated as a result of the application of alternative minimum taxes.

 

The components of our deferred tax assets at September 29, 2018 and September 30, 2017 were as follows:

 

		2018				2017
Reversal of aged payables		$	20,000			$	27,000
Capitalized inventory costs			23,000				28,000
Accrued bonuses			270,000				319,000
Accruals for potential uninsured claims			22,000				20,000
Gift cards			106,000				160,000
Limited partnership management fees			(267,000	)			(255,000	)
Book/tax differences in property and equipment			154,000				552,000
Limited partnership investments			217,000				357,000
Accrued limited retirement			67,000				90,000
Total Deferred Tax Assets		$	612,000			$	1,298,000

NOTE 10.     DEBT

 

Long-Term Debt

		2018				2017
Mortgage payable to lender, secured by a first mortgage on real property and improvements, bearing interest at BBA LIBOR – 1 Month +2.25%, (4.506% at September 29, 2018), but with $2,672,000 of the principal amount fixed at 4.51% pursuant to a swap agreement, amortized over 20 years, payable in monthly installments of principal and interest of approximately $23,700, and our current monthly payment of principal and interest as to that portion of the principal amount not fixed by the interest rate swap agreement, ($534,000), is payable at BBA LIBOR – 1 Month + 2.25% interest rate, (4.506% as of September 29, 2018).  The entire principal balance and all accrued but unpaid interest is due on November 30, 2019.		$	2,981,000			$	3,206,000
Mortgage payable to unrelated third party, secured by first mortgage on real property and improvements, bearing interest at 7½%, amortized over 20 years, payable in monthly installments of principal and interest of approximately $15,700, with a balloon payment of approximately $1,331,000 in December, 2022.			1,653,000				1,715,000

 

Mortgage payable to lender, secured by a first mortgage on real property and improvements, bearing interest at BBA LIBOR – 1 Month +2.25%, (4.506% at September 29, 2018), but with the interest fixed at 4.35% pursuant to a swap agreement, amortized over 20 years, payable in monthly installments of principal and interest of approximately $8,775, with a balloon payment of approximately $858,000 on January 22, 2023.			1,120,000				1,176,000
Revolving credit line/term loan payable to lender, which entitled the Company to borrow, from time to time through December 28, 2017, up to $5,500,000, (the “Credit Line”), secured by a blanket lien on all Company assets, bearing interest through December 28, 2017 at LIBOR – Daily Floating Rate + 2.25%, (4.506% at September 29, 2018).  Effective December 28, 2017, an interest rate swap agreement 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, Daily Floating Rate, plus 2.25%, per annum (4.506% at September 29, 2018) on the same notional principal amount, with a final payment on December 28, 2022.  On December 21, 2017, we borrowed the remaining $3,500,000 and on December 28, 2017 the entire principal balance under the Credit Line ($5,500,000) converted to the Term Loan.			4,675,000				2,000,000
Mortgage payable to lender, secured by a first mortgage on real property and improvements, bearing interest at the fixed rate of 4.65% per annum, fully amortized over fifteen (15) years, payable in monthly installments of principal and interest of approximately $6,384, with a final payment on December 28, 2031.			754,000				794,000
Mortgage payable to a related party, an entity the owners of which include persons who are either our officers, directors or their family members, secured by first mortgage on real property and improvements, bearing interest at 5%, amortized over 15 years, payable in monthly installments of principal and interest of approximately $5,700, with a balloon payment of approximately $457,000 due in March, 2021.			564,000				603,000
Re-financed mortgage in the original principal amount of $840,000, payable to lender, secured by a first mortgage on real property and improvements, bearing interest at the fixed rate of 4.65% per annum, fully amortized over fifteen (15) years, payable in monthly installments of principal and interest of approximately $6,519, with a final payment on December 28, 2031.			770,000				811,000

 

Mortgage payable to related party, an entity the owners of which include persons who are either our officers, directors or their family members, secured by first mortgage on real property and improvements, bearing interest at 5%, amortized over 15 years, payable in monthly installments of principal and interest of approximately $4,900, with a balloon payment of approximately $391,000 in May, 2021.			486,000				520,000
Financed insurance premiums, secured by all insurance policies, bearing interest at 3.15% payable in monthly installments of principal and interest in the aggregate amount of $134,000 a month through October 30, 2018.			211,000				192,000
Mortgage payable to related party, an entity the owners of which include persons who are either our officers, directors or their family members, secured by first mortgage on real property and improvements, bearing interest at 5%, amortized over 15 years, payable in monthly installments of principal and interest of approximately $6,000, with a balloon payment of approximately $476,000 due in April, 2021.			589,000				630,000
Mortgage payable to unrelated third party, secured by first mortgage on real property and improvements, bearing interest at 7½%, amortized over 20 years, payable in monthly installments of principal and interest of approximately $7,300, with a final payment due in March, 2034.			796,000				822,000
Other			146,000				138,000
Less unamortized loan costs			(169,000	)			(209,000	)
			14,576,000				12,398,000
Less current portion			1,963,000				1,076,000
		$	12,613,000			$	11,322,000

 

Long-term debt at September 29, 2018 matures as follows:

 

2019		$	1,963,000
2020			4,258,000
2021			2,779,000
2022			1,392,000
2023			2,667,000
Thereafter			1,686,000
		$	14,745,000
			(169,000	)
Less unamortized loan costs		$	14,576,000

 

As of September 29, 2018, we are in compliance with the financial covenants of all loans with our lender.

 

 

NOTE 11.     COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

 

Construction Contracts

 

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 our fiscal year 2018, we agreed to change orders which had the effect of increasing the total contract price for the renovation to $1,059,000, of which $830,000 has been paid.

 

During 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. The $174,000 Contract provides for design and development services for the renovation of the existing building which currently houses the combination package liquor store and restaurant. If we complete the construction of the New Building and the renovation of the existing 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 renovated and expanded existing building. During our fiscal year 2018, we agreed to change orders which had the effect of increasing the total contract price for the $127,000 Contract to $138,000, of which $88,000 has been paid and increasing the total contract price for the $174,000 Contract to $187,000, of which $110,000 has been paid.

 

Subsequent to the end of our fiscal year 2018, our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19) was damaged by a fire which caused it to be closed. The renovation of the restaurant has been changed to a re-build and during our fiscal year 2019, the building will be demolished in anticipation of re-building the same. The $174,000 Contract will be terminated with payment of the balance of a yet to be agreed modified contract price, representing payment for all work done by the third party unaffiliated general contractor.

 

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 our fiscal year 2018, we agreed to change orders which had the effect of decreasing the total contract price for the renovation to $869,000, of which we have paid $560,000.

NOTE 11.      COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

 

Construction Contracts (Continued)

 

Subsequent to the end of our fiscal year 2018, 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 provides 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 is 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.

 

Legal Matters

 

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 two “dram shop” claims which we are defending vigorously.

 

We are a party to various other claims, legal actions and complaints arising in the ordinary course of our business. It is our opinion 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.

 

Leases

 

We lease a substantial portion of the land and buildings used in our operations under leases with initial terms expiring between 2019 and 2027. Renewal options are available on many of our leases. Most of our leases are fixed rent agreements. For one Company-owned restaurant/package liquor store combination unit, lease rental is subject to sales overrides ranging from 3% to 4% of annual sales in excess of established amounts. For another Company-owned restaurant, lease rental is subject to sales overrides of 7.3% of annual sales in excess of the base rent paid and another Company-owned restaurant, lease rental is subject to sales overrides of 3.5% of annual sales. For four limited partnership restaurants, lease rentals are subject to sales overrides ranging from 2% to 5.5% of annual sales in excess of the base rent paid. We recognize rent expense on a straight line basis over the term of the lease and percentage rent as incurred.

 

We have a ground lease for an out parcel in Hollywood, Florida where we constructed a 4,120 square foot stand-alone building, one-half (1/2) of which is used by us for the operation of our Company-owned package liquor store and the other one-half (1/2) of which is subleased to an unrelated third party as retail space. Rent for the retail space commenced January 1, 2005, and we generated approximately $66,000 and $59,000 of revenue from this source during our fiscal years ended September 29, 2018 and September 30, 2017, respectively. Total future

NOTE 11.      COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

 

Leases (Continued)

 

minimum sublease payments under the non-cancelable sublease are $85,000, including Florida sales tax (currently 5.8%) through December 31, 2019.

 

Future minimum lease payments, including Florida sales tax (currently 5.8% to 7%) under our non-cancelable operating leases as of September 29, 2018 are as follows:

2019		$	3,358,000
2020			2,834,000
2021			2,075,000
2022			1,566,000
2023			877,000
Thereafter			1,812,000
Total		$	12,522,000

 

Total rent expense for all of our operating leases was approximately $3,805,000 and $3,484,000 in our fiscal years 2018 and 2017, respectively, and is included in “Occupancy Costs” in our accompanying consolidated statements of income. This total rent expense is comprised of the following:

		2018				2017
Minimum Base Rent		$	3,023,000			$	2,679,000
Contingent Percentage Rent			782,000				805,000
Total		$	3,805,000			$	3,484,000

 

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 15, 2018, we entered into a purchase agreement with our current rib supplier, whereby we agreed to purchase approximately $5,888,000 of baby back ribs during calendar year 2019 from this vendor at a fixed cost.

 

While we anticipate purchasing all of our rib supply from this vendor, we believe that several other alternative vendors are available, if necessary.

 

Franchise Program

 

At September 29, 2018 and September 30, 2017, we were the franchisor of five units under franchise agreements. Of the five franchised stores, three are combination restaurant/package liquor stores and two are restaurants (one of which we operate). Four franchised stores are owned and operated by related parties as follows:

•     James G. Flanigan, our Chairman of the Board of Directors, Chief Executive Officer and President of the Company, and Michael B. Flanigan, a member of our Board of Directors and James G. Flanigan’s brother, are each a 35.24% owner of a company which has a franchise arrangement with us for the operation of a restaurant and package liquor store located in Coconut Grove, Florida (Store #18).

•      Patrick J. Flanigan, brother to both James G. Flanigan and Michael B. Flanigan and a member of our Board of Directors, owns 100% of a company which has a franchise arrangement with us for the operation of a combination restaurant/package liquor store located in Pompano Beach, Florida (Store #43).

•     Our officers and directors collectively own 30% of the shareholder interest of a company which has a franchise arrangement with us for the operation of a restaurant located in Deerfield Beach, Florida. The shareholder interest of James G. Flanigan’s family represents an additional 60% of the total invested capital in this franchised location (Store #14).

•     Patrick J. Flanigan is the sole general partner and a 25% limited partner in a limited partnership which has a franchise arrangement with us for the operation of a restaurant located in Fort Lauderdale, Florida. The Company is a 25% limited partner in this limited partnership and officers and directors of the Company (excluding Patrick J. Flanigan) own an additional 31.9% limited partnership interest in this franchised location (Store #15).

Under the franchise agreements, we provide guidance, advice and management assistance to the franchisees. In addition and for an additional annual fee of approximately $25,000, we also act as fiscal agent for the franchisees whereby we collect all revenues and pay all expenses and distributions. We also, from time to time, advance funds on behalf of the franchisees for the cost of renovations. The resulting amounts receivable from and payable to these franchisees are reflected in the accompanying consolidated balance sheet as either an asset or a liability. We also agree to sponsor and manage cooperative buying groups on behalf of the franchisees for the purchase of inventory. The franchise agreements provide for royalties to us of approximately 3% of gross restaurant sales and 1% of gross package liquor sales. During our fiscal years 2018 and 2017, we earned royalties of $707,000 and $661,000, respectively, from our related franchises. We are not currently offering or accepting new franchises.

Employment Agreement/Bonuses

 

As of September 29, 2018 and September 30, 2017, we had no employment agreements.

 

Our Board of Directors approved an annual performance bonus, with 14.75% of the corporate pre-tax net income, plus or minus non-recurring items, but before depreciation and amortization in excess of $650,000 paid to the Chief Executive Officer and 5.25% paid to other members of management. Bonuses for our fiscal years 2018 and 2017 amounted to approximately $1,524,000 and $1,337,000, respectively.

Our Board of Directors also approved an annual performance bonus, with 5% of the pre-tax net income before depreciation and amortization from our restaurants in excess of $1,875,000 and our share of the pre-tax net income before depreciation and amortization from the restaurants owned by the limited partnerships paid to the Chief Operating Officer and 5% paid to the Chief Financial Officer. Bonuses for our fiscal years 2018 and 2017 amounted to approximately $956,000 and $838,000, respectively.

 

Management Agreements

 

Atlanta, Georgia

 

Until September 20, 2018, we owned, but did not operate, an adult entertainment nightclub located in Atlanta, Georgia which operated under the name “Mardi Gras”. We had a management agreement with an unaffiliated third party to manage the club. Under our management agreement, the unaffiliated third party management firm paid us an annual amount, paid monthly, equal to the greater of $150,000 or ten (10%) percent of gross sales from the club, offset by one-half (1/2) of any rental increases, provided our fees would never be less than $150,000 per year. For our fiscal years ended September 29, 2018 and September 30, 2017, we generated $138,000 and $150,000 of revenue, respectively, from the operation of the club. On September 20, 2018, the adult entertainment club was closed permanently when the Federal Court upheld local recently enacted legislation which prohibited the operation of the club as then operated and we will no longer receive any revenue under the management agreement.

 

Deerfield Beach, Florida

 

Since January 2006, we have managed “The Whale’s Rib”, a casual dining restaurant located in Deerfield Beach, Florida, pursuant to a management agreement. We paid $500,000 in exchange for our rights to manage this restaurant. The management agreement was amortized on a straight line basis over the life of the initial term of the agreement, ten (10) years. The restaurant is owned by a third party unaffiliated with us. In exchange for providing management, bookkeeping and related services, we receive one-half (½) of the net profit, if any, from the operation of the restaurant. During the third quarter of our fiscal year 2011, the term of the management agreement was extended through January 9, 2036. For the fiscal years ended September 29, 2018 and September 30, 2017, we generated $380,000 and $425,000 of revenue respectively, from providing these management services.

 

NOTE 12.     FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

 

We follow FASB (ASC) Topic 820, “Fair Value Measurements and Disclosures”, for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed at fair value on at least an annual basis. Topic 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability,

 

NOTE 12.      FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

(Continued)

 

such as inherent risk, transfer restrictions and risk of non-performance. Topic 820 establishes a fair market hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Topic 820 establishes three levels of inputs that may be used to measure fair value:

 

•

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities.

 

•

Level 2 Inputs -- Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to evaluation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.

 

•

Level 3 Inputs -- One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation.

 

Interest Rate Swap Agreements

 

At September 29, 2018, 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 the term loan (the “Term Loan”).

 

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) One (1) interest rate swap agreement entered into in November, 2011 by our wholly owned subsidiary, Flanigan’s Calusa Center, LLC, relates to the $4.5 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

 

NOTE 12. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

(Continued)

 

Interest Rate Swap Agreements (Continued)

 

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 September 29, 2018, the interest rate swap agreement is an effective hedging agreement and the fair value was not material; and

 

(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 September 29, 2018, 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, which becomes effective December 28, 2017, relates to the Credit Line (the “Line of Credit Swap”). The Line of Credit Swap requires us to pay interest for a five (5) year period, commencing December 28, 2017 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 September 29, 2018, the interest rate swap agreement is an effective hedging agreement and the fair value was not material.

 

NOTE 13.     COMMON STOCK

 

Treasury Stock

 

Purchase of Common Shares

 

During our fiscal years 2018 and 2017, we did not purchase any shares of our common stock. As of September 29, 2018, we still have authority to purchase 65,414 shares of our common stock under the discretionary plan approved by the Board of Directors on May 17, 2007. Our current repurchase plan has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions, up to a purchase price of price of $15 per share.

 

NOTE 14.      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 our fiscal years ended 2018 and 2017, 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 expense 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.

 

Operating Revenues:		2018				2017
Restaurants		$	92,305,000			$	87,393,000
Package stores			18,559,000				16,842,000
Other revenues			2,633,000				2,587,000
Total operating revenues		$	113,497,000			$	106,822,000
Income from Operations Reconciled to Income after   Income Taxes and Net Income Attributable to   Noncontrolling Interests:
Restaurants		$	9,977,000			$	8,659,000
Package stores			972,000				1,028,000
			10,949,000				9,687,000
Corporate expenses, net of other revenues			(3,505,000	)			(3,429,000	)
Income from Operations			7,444,000				6,258,000
Interest expense			(753,000	)			(600,000	)
Interest and Other Income			70,000				102,000
Income before provision for income taxes		$	6,761,000			$	5,760,000
Provision for Income Taxes			(1,371,000	)			(1,370,000	)
Net Income			5,390,000				4,390,000
Net Income Attributable to Noncontrolling Interests			(1,713,000	)			(1,370,000	)
Net Income Attributable to Flanigan’s Enterprises, Inc, Stockholders		$	3,677,000			$	3,020,000
Identifiable Assets:
Restaurants		$	30,963,000			$	28,089,000
Package store			10,127,000				9,684,000
			41,090,000				37,773,000
Corporate			26,175,000				22,736,000
Consolidated Totals		$	67,265,000			$	60,509,000
Capital Expenditures
Restaurants		$	3,980,000			$	4,592,000
Package stores			352,000				2,119,000
			4,332,000				6,711,000
Corporate			1,179,000				509,000
Total Capital Expenditures		$	5,511,000			$	7,220,000
Depreciation and Amortization:
Restaurants		$	2,181,000			$	2,115,000
Package stores			274,000				216,000
			2,455,000				2,331,000
Corporate			348,000				336,000
Total Depreciation and Amortization		$	2,803,000			$	2,667,000

 

 

NOTE 15.      QUARTERLY INFORMATION (UNAUDITED)

 

The following is a summary of our unaudited quarterly results of operations for the quarters in our fiscal years 2018 and 2017.

 

		Quarter Ended
		Dec. 30, 2017				March 31, 2018				June 30, 2018				Sept. 29, 2018
Revenues		$	28,393,000			$	29,456,000			$	28,436,000			$	27,212,000
Income from operations			1,587,000				2,512,000				2,094,000				1,251,000
Net income attributable to stockholders			621,000				1,397,000				1,043,000				616,000
Net income per share – basic and diluted			0.33				0.75				0.56				0.34
Weighted average common stock outstanding – basic and diluted			1,858,647				1,858,647				1,858,647				1,858,647

 

		Quarter Ended
		Dec. 31, 2016				April 1, 2017				July 1, 2017				Sept. 30, 2017
Revenues		$	26,594,000			$	27,433,000			$	26,967,000			$	25,828,000
Income from operations			1,473,000				2,095,000				1,586,000				1,104,000
Net income attributable to stockholders			664,000				1,047,000				842,000				467,000
Net income per share – basic and diluted			0.36				0.56				0.45				0.26
Weighted average common stock outstanding – basic and diluted			1,858,647				1,858,647				1,858,647				1,858,647

 

Quarterly operating results are not necessarily representative of our operations for a full year for various reasons including the seasonal nature of both the restaurant and package store segments.

 

NOTE 16.     401(k) PLAN

 

Effective July 2004, we began sponsoring a 401(k) retirement plan covering substantially all employees who meet certain eligibility requirements. Employees may contribute elective deferrals to the plan up to amounts allowed under the Internal Revenue Code. We are not required to contribute to the plan but may make discretionary profit sharing and matching contributions. During our fiscal years 2018 and 2017, we made discretionary contributions of $57,000 and $47,000, respectively.

 

NOTE 17.      SUBSEQUENT EVENTS

 

Subsequent to the end of our fiscal year 2018, our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19) was damaged by a fire and was forced to close. While it was initially contemplated that Store #19 would be renovated, because of the damage caused by the fire, we determined that Store #19 should be demolished and rebuilt. As a result, the package liquor store and restaurant will be closed for our fiscal year 2019. Our loss is covered by insurance, including but not limited to business interruption coverage.

Except as otherwise provided herein, subsequent events have been evaluated through the date these consolidated financial statements were issued and no other events required disclosure.