Flanigans Enterprises Inc: Form 10-Q for the period ended Jun 29, 2024

CAUTIONARY NOTE REGARDING LOOKING FORWARD STATEMENTS

Reported financial results may not be indicative of the financial results of future periods. All non-historical information contained in the following discussion constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipates, appears, expects, trends, intends, hopes, plans, believes, seeks, estimates, may, will,” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve a number of risks and uncertainties, including but not limited to customer demand and competitive conditions. Factors that could cause actual results to differ materially are included in, but not limited to, those identified in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our periodic reports, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may reflect events or circumstances after the date of this report.

OVERVIEW

As of June 29, 2024, Flanigan’s Enterprises, Inc., a Florida corporation, together with its subsidiaries (“we”, “our”, “ours” and “us” as the context requires), (i) operates 32 units, consisting of restaurants, package liquor stores, combination restaurant/package liquor stores and a sports bar that we either own or have operational control over and partial ownership in; and franchises an additional five units, consisting of two restaurants (one of which we operate) and three combination restaurant/package liquor stores. The table below provides information concerning the type (i.e. restaurant, sports bar, 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 June 29, 2024 and as compared to September 30, 2023. With the exception of “The Whale’s Rib,” a restaurant we operate but do not own, and “Brendan’s Sports Pub” a restaurant/bar we own, all of the restaurants operate under our service marks “Flanigan’s Seafood Bar and Grill” or “Flanigan’s” and all of the package liquor stores operate under our service marks “Big Daddy’s Liquors” or “Big Daddy’s Wine & Liquors”.

Notes:

(1) During the first quarter of our fiscal year 2019, our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19), was damaged by a fire which caused it to be closed since the first quarter of our fiscal year 2019. During the first quarter of our fiscal year 2023, we opened our newly built stand-alone package liquor store on this site (2505 N. University Drive, Building A, Hollywood, Florida) (Store #19P), replacing our package liquor store destroyed by fire and previously operating here. Store #19P is now reflected in the above chart as a stand-alone liquor store, rather than as a combination unit. Store #19R, a stand-alone restaurant building on this site, (2505 N. University Drive, Building B, Hollywood, Florida) opened on March 26, 2024 (adjacent to the package liquor store), and replaced our restaurant destroyed by fire and previously operating here. Store #19R is now reflected in the above chart as a stand-alone restaurant, rather than as a combination unit.

(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.

Franchise Financial Arrangement: In exchange for our providing management and related services to our franchisees and granting them the right to use our service marks “Flanigan’s Seafood Bar and Grill” and “Big Daddy’s Liquors”, our franchisees (four of which are franchised to members of the family of our Chairman of the Board, officers and/or directors), are required to (i) pay to us a royalty equal to 1% of gross package store sales and 3% of gross restaurant sales; and (ii) make advertising expenditures equal to between 1.5% to 3% of all gross sales based upon our actual advertising costs allocated between stores, pro-rata, based upon gross sales.

Limited Partnership Financial Arrangement: We manage and control the operations of all restaurants owned by limited partnerships, except the Fort Lauderdale, Florida restaurant which is owned by a related franchisee. Accordingly, the results of operations of all limited partnership owned restaurants, except the Fort Lauderdale, Florida restaurant are consolidated into our operations for accounting purposes. The results of operations of the Fort Lauderdale, Florida restaurant are accounted for by us utilizing the equity method of accounting. In general, until the investors’ cash investment in a limited partnership (including any cash invested by us and our affiliates) is returned in full, the limited partnership distributes to the investors annually out of available cash from the operation of the restaurant up to 25% of the cash invested in the limited partnership, with no management fee paid to us. Any available cash in excess of the 25% of the cash invested in the limited partnership distributed to the investors annually, is paid one-half (½) to us as a management fee, with the balance distributed to the investors as a return of capital. Once the investors in the limited partnership have received, in full, amounts equal to their cash invested, an annual management fee is payable to us equal to one-half (½) of cash available to the limited partnership, with the other one half (½) of available cash distributed to the investors (including us and our affiliates), as a profit distribution. As of June 29, 2024, all limited partnerships, with the exception of the 2022 Sunrise restaurant (Store #85), which opened for business in March 2022 and the 2023 Miramar restaurant (Store #25), which opened for business in April 2023, have returned all cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by the limited partnership. In addition to receipt of distributable amounts from the limited partnerships, we receive a fee equal to 3% of gross sales for use of the service mark “Flanigan’s Seafood Bar and Grill” or “Flanigan’s”.

RESULTS OF OPERATIONS

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Comparison of Thirteen Weeks Ended June 29, 2024 and July 1, 2023.

Revenues. Total revenue for the thirteen weeks ended June 29, 2024 increased $3,730,000 or 8.22% to $49,102,000 from $45,372,000 for the thirteen weeks ended July 1, 2023 due primarily to increased package liquor store and restaurant sales, revenue generated from the opening of our corporate owned restaurant in Hollywood, Florida (Store #19R) in March 2024 and the opening of our limited partnership owned restaurant in Miramar, Florida (Store #25) in April 2023.

Restaurant Food Sales. Restaurant revenue generated from the sale of food, including non-alcoholic beverages, at restaurants totaled $30,471,000 for the thirteen weeks ended June 29, 2024 as compared to $28,126,000 for the thirteen weeks ended July 1, 2023. The increase in restaurant food sales during the thirteen weeks ended June 29, 2024 as compared to restaurant food sales during the thirteen weeks ended July 1, 2023 is attributable to restaurant food sales generated from the opening of our corporate owned restaurant in Hollywood, Florida (Store #19R) during the second quarter of our fiscal year 2024 and the opening of our limited partnership owned restaurant in Miramar, Florida (Store #25) during the third quarter of our fiscal year 2023. Comparable weekly restaurant food sales for restaurants open for all of the thirteen weeks ended June 29, 2024 and July 1, 2023 respectively, which consists of ten restaurants owned by us (excluding our Hollywood, Florida location Store #19R which opened for business during the second quarter of our fiscal year 2024) and nine restaurants owned by affiliated limited partnerships (excluding our Miramar, Florida location (Store #25) which opened for business during the third quarter of our fiscal year 2023) was $2,053,000 and $2,016,000 for the thirteen weeks ended June 29, 2024 and July 1, 2023, respectively, an increase of 1.84%. Comparable weekly restaurant food sales for Company-owned restaurants (excluding our Hollywood, Florida location Store #19R which opened for business during the second quarter of our fiscal year 2024) was $977,000 and $951,000 for the thirteen weeks ended June 29, 2024 and July 1, 2023, respectively, an increase of 2.73%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only (excluding our Miramar, Florida location (Store #25) which opened for business during the third quarter of our fiscal year 2023), was $1,076,000 and $1,065,000 for the thirteen weeks ended June 29, 2024 and July 1, 2023, respectively, an increase of 1.03%. We expect that restaurant food sales, including non-alcoholic beverages, for the balance of our fiscal year 2024 will increase due to the operation of our re-opened Store #19R.

Restaurant Bar Sales. Restaurant revenue generated from the sale of alcoholic beverages at restaurants totaled $7,577,000 for the thirteen weeks ended June 29, 2024 as compared to $7,687,000 for the thirteen weeks ended July 1, 2023. The decrease in restaurant bar sales during the thirteen weeks ended June 29, 2024 is primarily due to increased competition and notwithstanding the opening of our corporate owned restaurant in Hollywood, Florida (Store #19R). Comparable weekly restaurant bar sales (for restaurants open for all of the thirteen weeks ended June 29, 2024 and July 1, 2023 respectively, which consists of ten restaurants owned by us (excluding our Hollywood, Florida location Store #19R which opened for business during the second quarter of our fiscal year 2024) and nine restaurants owned by affiliated limited partnerships, (excluding our Miramar, Florida location Store #25, which opened for business during the third quarter of our fiscal year 2023) was $517,000 and $552,000 for the thirteen weeks ended June 29, 2024 and July 1, 2023, respectively, a decrease of 6.34%. Comparable weekly restaurant bar sales for Company-owned restaurants only (excluding our Hollywood, Florida location Store #19R which opened for business during the second quarter of our fiscal year 2024) was $229,000 and $234,000 for the thirteen weeks ended June 29, 2024 and July 1, 2023, respectively, a decrease of 2.14%. Comparable weekly restaurant bar sales for affiliated limited partnership owned restaurants only (excluding Store #25 which opened for business during the third quarter of our fiscal year 2023), was $288,000 and $318,000 for the thirteen weeks ended June 29, 2024 and July 1, 2023, respectively, a decrease of 9.43%. We expect that restaurant bar sales for the balance of our fiscal year 2024 will increase due to the operation of our re-opened Store #19R.

Package Store Sales. Revenue generated from sales of liquor and related items at package liquor stores totaled $10,292,000 for the thirteen weeks ended June 29, 2024 as compared to $8,791,000 for the thirteen weeks ended July 1, 2023, an increase of $1,501,000. This increase was primarily due to increased package liquor store traffic. The weekly average of same store package liquor store sales, which includes eleven (11) Company-owned package liquor stores was $792,000 and $676,000 for the thirteen weeks ended June 29, 2024 and July 1, 2023, respectively, an increase of 17.16%. We expect that package liquor store sales for our fiscal year 2024 will increase due to increased package liquor store traffic.

Costs and Expenses. Costs and expenses (consisting of cost of merchandise sold, payroll and related costs, operating expenses, occupancy costs, selling, general and administrative expenses and depreciation and amortization), for the thirteen weeks ended June 29, 2024 increased $4,143,000 or 9.71% to $46,815,000 from $42,672,000 for the thirteen weeks ended July 1, 2023. The increase was primarily due to increased payroll, increased consultant fees to improve our accounting process, an expected general increase in food costs, costs and expenses incurred from our company owned restaurant in Hollywood Florida (Store #19R), partially offset by actions taken by management to reduce and/or control costs. We anticipate that our costs and expenses will continue to increase through our fiscal year 2024. Costs and expenses increased as a percentage of total revenue to approximately 95.34% for the thirteen weeks ended June 29, 2024 from 94.05% for the thirteen weeks ended July 1, 2023.

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

Restaurant Food Sales and Bar Sales. Gross profit for food and bar sales for the thirteen weeks ended June 29, 2024 increased to $24,944,000 from $24,078,000 due to higher sales volume for the thirteen weeks ended June 29, 2024. Gross profit margin for the restaurant food and bar sales decreased during the thirteen weeks ended June 29, 2024 when compared to the thirteen weeks ended July 1, 2023 due to higher food costs. 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 65.56% for the thirteen weeks ended June 29, 2024 and 67.23% for the thirteen weeks ended July 1, 2023.

Package Store Sales. Gross profit for package store sales for the thirteen weeks ended June 29, 2024 increased to $2,589,000 from $2,293,000 for the thirteen weeks ended July 1, 2023. Our gross profit margin (calculated as gross profit reflected as a percentage of package liquor store sales), for package store sales was 25.16% for the thirteen weeks ended June 29, 2024 and 26.08% for the thirteen weeks ended July 1, 2023. We anticipate that the gross profit margin for package liquor store merchandise will decrease for the balance of fiscal year 2024 due to higher costs and a reduction in pricing of certain package store merchandise to be more competitive.

Payroll and Related Costs. Payroll and related costs for the thirteen weeks ended June 29, 2024 increased $703,000 or 4.82% to $15,301,000 from $14,598,000 for the thirteen weeks ended July 1, 2023. Payroll and related costs for the thirteen weeks ended June 29, 2024 were higher due primarily to the opening of our company owned restaurant in Hollywood, Florida (Store #19R) during the second quarter of our fiscal year 2024, the increase to the Florida minimum wage and higher salaries to employees to remain competitive with other potential employers in a tight labor market. Payroll and related costs as a percentage of total revenue was 31.16% in the thirteen weeks ended June 29, 2024 and 32.17% of total revenue in the thirteen weeks ended July 1, 2023.

Operating Expenses. Operating expenses (including but not limited to utilities, insurance, cleaning, credit card fees, supplies, security, and other costs closely related to operating restaurant and package stores) for the thirteen weeks ended June 29, 2024 increased $260,000 or 4.33% to $6,268,000 from $6,008,000 for the thirteen weeks ended July 1, 2023 due primarily to our company owned restaurant in Hollywood, Florida (Store #19R) being open for the thirteen weeks ended June 29, 2024, inflation and otherwise to increases in expenses across all categories.

Occupancy Costs. Occupancy costs (consisting of percentage rent, common area maintenance, repairs, real property taxes, amortization of leasehold interests and rent expense associated with operating lease liabilities under ASC 842) for the thirteen weeks ended June 29, 2024 increased $110,000 or 5.75% to $2,024,000 from $1,914,000 for the thirteen weeks ended July 1, 2023.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (consisting of general corporate expenses, including but not limited to advertising, professional costs, clerical and administrative overhead) for the thirteen weeks ended June 29, 2024 increased $297,000 or 29.97% to $1,288,000 from $991,000 for the thirteen weeks ended July 1, 2023 due primarily to increased consultant fees to improve our accounting process. Selling, general and administrative expenses increased as a percentage of total revenue for the thirteen weeks ended June 29, 2024 to 2.62% as compared to 2.18% for the thirteen weeks ended July 1, 2023.

Depreciation and Amortization. Depreciation and amortization expense for the thirteen weeks ended June 29, 2024 increased $199,000 or 21.44% to $1,127,000 from $928,000 from the thirteen weeks ended July 1, 2023. This increase is driven by the opening of Store #19R. As a percentage of total revenue, depreciation and amortization expense was 2.30% of revenue in the thirteen weeks ended June 29, 2024 and 2.05% of revenue in the thirteen weeks ended July 1, 2023.

Interest Expense, Net. Interest expense, net, for the thirteen weeks ended June 29, 2024 decreased $13,000 to $251,000 from $264,000 for the thirteen weeks ended July 1, 2023.

Income Taxes. Income tax for the thirteen weeks ended June 29, 2024 was an expense of $282,000, as compared to an expense of $51,000 for the thirteen weeks ended July 1, 2023. This is primarily due the tax expense that is anticipated based on the projected pre-tax income and permanent differences.

Net Income. Net income for the thirteen weeks ended June 29, 2024 decreased $609,000 or 25.26% to $1,802,000 from $2,411,000 for the thirteen weeks ended July 1, 2023 due primarily to higher food costs and overall increased expenses, partially offset by increased revenue at our retail package liquor stores and restaurants. As a percentage of revenue, net income for the thirteen weeks ended June 29, 2024 is 3.67%, as compared to 5.31% for the thirteen weeks ended July 1, 2023.

Net Income Attributable to Flanigan’s Enterprises, Inc. Stockholders. Net income attributable to Flanigan’s Enterprises, Inc. stockholders for the thirteen weeks ended June 29, 2024 decreased $484,000 or 30.16% to $1,121,000 from $1,605,000 for the thirteen weeks ended July 1, 2023 due primarily to higher food costs and overall increased expenses, partially offset by increased revenue at our retail package liquor stores and restaurants. As a percentage of revenue, net income attributable to stockholders for the thirteen weeks ended June 29, 2024 is 2.28%, as compared to 3.54% for the thirteen weeks ended July 1, 2023.

Comparison of Thirty-Nine Weeks Ended June 29, 2024 and July 1, 2023.

Revenues. Total revenue for the thirty-nine weeks ended June 29, 2024 increased $11,275,000 or 8.60% to $142,311,000 from $131,036,000 for the thirty-nine weeks ended July 1, 2023 due primarily to increased package liquor store and restaurant sales, the increased menu prices, revenue generated from the opening of our corporate owned restaurant in Hollywood, Florida (Store #19R) in March 2024, the opening of our limited partnership owned restaurant in Miramar, Florida (Store #25) in April 2023, the opening of the package liquor store in Miramar, Florida (Store #24) in March 2023 and the opening of the package liquor store in Hollywood, Florida (Store #19P) in December 2022. Effective March 26, 2023 we increased menu prices for our food offerings to target an increase to our food revenues of approximately 2.06% and effective March 19, 2023 we increased menu prices for our bar offerings to target an increase to our bar revenues of approximately 5.65% annually, to offset higher food costs and higher overall expenses (collectively the “Recent Price Increases”). Prior to these increases, we previously raised menu prices in the first quarter of our fiscal year 2022.

Restaurant Food Sales. Restaurant revenue generated from the sale of food, including non-alcoholic beverages, at restaurants totaled $86,182,000 for the thirty-nine weeks ended June 29, 2024 as compared to $80,006,000 for the thirty-nine weeks ended July 1, 2023. The increase in restaurant food sales is attributable to the Recent Price Increases and restaurant food sales generated from the opening of our corporate owned restaurant in Hollywood, Florida (Store #19R) during the second quarter of our fiscal year 2024 and the opening of our limited partnership owned restaurant in Miramar, Florida (Store #25) during the third quarter of our fiscal year 2023. Comparable weekly restaurant food sales for restaurants open for all of the thirty-nine weeks ended June 29, 2024 and July 1, 2023 respectively, which consists of ten restaurants owned by us (excluding our Hollywood, Florida location Store #19R which opened for business during the second quarter of our fiscal year 2024) and nine restaurants owned by affiliated limited partnerships, (excluding our Miramar, Florida location Store #25 which opened for business during the third quarter of our fiscal year 2023) was $2,005,000 and $1,986,000 for the thirty-nine weeks ended June 29, 2024 and July 1, 2023, respectively, an increase of 0.96%. Comparable weekly restaurant food sales for Company-owned restaurants only (excluding our Hollywood, Florida location (Store #19R) which opened for business during the second quarter of our fiscal year 2024) was $948,000 and $933,000 for the thirty-nine weeks ended June 29, 2024 and July 1, 2023, respectively, an increase of 1.61%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only, (excluding our Miramar, Florida location (Store #25) which opened for business during the third quarter of our fiscal year 2023), was $1,057,000 and $1,053,000 for thirty-nine weeks ended June 29, 2024 and July 1, 2023, respectively, an increase of 0.38%. We expect that restaurant food sales, including non-alcoholic beverages, for the balance our fiscal year 2024 will increase due to the operation of our re-opened Store #19R.

Restaurant Bar Sales. Restaurant revenue generated from the sale of alcoholic beverages at restaurants totaled $22,780,000 for the thirty-nine weeks ended June 29, 2024 as compared to $21,956,000 for the thirty-nine weeks ended July 1, 2023. The increase in restaurant bar sales for the thirty-nine weeks ended June 29, 2024 is primarily due to Recent Price Increases and restaurant bar sales generated from the opening of our corporate owned restaurant in Hollywood, Florida (Store #19R) during the second quarter of our fiscal year 2024 and the opening of our limited partnership owned restaurant in Miramar, Florida (Store #25) during the third quarter of our fiscal year 2023. Comparable weekly restaurant bar sales for restaurants open for all of the thirty-nine weeks ended June 29, 2024 and July 1, 2023 respectively, which consists of ten restaurants owned by us (excluding our Hollywood, Florida location (Store #19R) which opened for business during the second quarter of our fiscal year 2024) and nine restaurants owned by affiliated limited partnerships, (excluding our Miramar, Florida location (Store #25), which opened for business during the third quarter of our fiscal year 2023) was $537,000 for the thirty-nine weeks ended June 29, 2024 and $550,000 for the thirty-nine weeks ended July 1, 2023, a decrease of 2.36%. Comparable weekly restaurant bar sales for Company-owned restaurants only (excluding our Hollywood, Florida location (Store #19R) which opened for business during the second quarter of our fiscal year 2024) was $239,000 and $236,000 for the thirty-nine weeks ended June 29, 2024 and July 1, 2023 respectively, an increase of 1.27%. Comparable weekly restaurant bar sales for affiliated limited partnership owned restaurants only (excluding our Miramar, Florida location (Store #25) which opened for business during the third quarter of our fiscal year 2023) was $298,000 and $314,000 for the thirty-nine weeks ended June 29, 2024 and July 1, 2023 respectively, a decrease of 5.10%. We expect that restaurant bar sales for our fiscal year 2024 will increase due to our newly re-opened Store #19R.

Package Store Sales. Revenue generated from sales of liquor and related items at package liquor stores totaled $31,034,000 for the thirty-nine weeks ended June 29, 2024 as compared to $26,853,000 for the thirty-nine weeks ended July 1, 2023, an increase of $4,181,000. This increase was primarily due to increased package liquor store traffic and the package liquor sales generated from the operation of our package liquor stores in Hollywood, Florida (Store #19P) and Miramar, Florida (Store #24). The weekly average of same store package liquor store sales, which includes nine (9) Company-owned package liquor stores, (excluding Store #19P which reopened during the first quarter of fiscal year 2023, and Store #24 which opened for business during the second quarter of our fiscal year 2023), was $693,000 and $653,000 for the thirty-nine weeks ended June 29, 2024 and July 1, 2023 respectively, an increase of 6.13%. We expect that package liquor store sales for our fiscal year 2024 will increase due to increased package liquor store traffic.

Costs and Expenses. Costs and expenses (consisting of cost of merchandise sold, payroll and related costs, operating expenses, occupancy costs, selling, general and administrative expenses and depreciation and amortization), for the thirty-nine weeks ended June 29, 2024 increased $12,119,000 or 9.74% to $136,547,000 from $124,428,000 for the thirty-nine weeks ended July 1, 2023. The increase was primarily due to increased payroll, increased consultant fees to improve our accounting process, an expected general increase in food costs, costs and expenses incurred from our company owned restaurant in Hollywood Florida (Store #19R), our limited partnership owned restaurant in Miramar, Florida (Store #25), the package liquor store in Miramar, Florida (Store #24) and the package liquor store in Hollywood, Florida (Store #19P), partially offset by actions taken by management to reduce and/or control costs. We anticipate that our operating costs and expenses will continue to increase through our fiscal year 2024. Operating costs and expenses increased as a percentage of total revenue to approximately 95.95% for the thirty-nine weeks ended June 29, 2024 from 94.96% for the thirty-nine weeks ended July 1, 2023.

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

Restaurant Food Sales and Bar Sales. Gross profit for food and bar sales for the thirty-nine weeks ended June 29, 2024 increased to $71,817,000 from $68,211,000 due to higher sales volume for the thirty-nine weeks ended June 29, 2024. Gross profit margin for the restaurant food and bar sales decreased during the thirty-nine weeks ended June 29, 2024 when compared to the thirty-nine weeks ended July 1, 2023 due to higher food costs partially offset by, among other things, the Recent Price Increases. 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 65.91% for the thirty-nine weeks ended June 29, 2024 and 66.90% for the thirty-nine weeks ended July 1, 2023.

Package Store Sales. Gross profit for package store sales for the thirty-nine weeks ended June 29, 2024 increased to $7,959,000 from $7,159,000 for the thirty-nine weeks ended July 1, 2023. Our gross profit margin, (calculated as gross profit reflected as a percentage of package liquor store sales), for package store sales was 25.65% for the thirty-nine weeks ended June 29, 2024 and 26.66% for the thirty-nine weeks ended July 1, 2023. We anticipate that the gross profit margin for package liquor store merchandise will decrease for the balance of our fiscal year 2024 due to higher costs and a reduction in pricing of certain package store merchandise to be more competitive.

Payroll and Related Costs. Payroll and related costs for the thirty-nine weeks ended June 29, 2024 increased $2,250,000 or 5.31% to $44,658,000 from $42,408,000 for the thirty-nine weeks ended July 1, 2023. Payroll and related costs for the thirty-nine weeks ended June 29, 2024 were higher due primarily to the opening of the company owned restaurant in Hollywood, Florida (Store #19R) in March 2024, our limited partnership owned restaurant in Miramar, Florida (Store #25) in April 2023, the retail package liquor store in Miramar, Florida (Store #24) in March 2023, the retail package liquor store in Hollywood, Florida (Store #19P) in December 2022, the increase to the Florida minimum wage and higher salaries to employees to remain competitive with other potential employers in a tight labor market. Payroll and related costs as a percentage of total revenue was 31.38% for the thirty-nine weeks ended June 29, 2024 and 32.36% of total revenue for the thirty-nine weeks ended July 1, 2023.

Operating Expenses. Operating expenses (including but not limited to utilities, insurance, cleaning, credit card fees, supplies, security, and other costs closely related to operating restaurant and package stores) for the thirty-nine weeks ended June 29, 2024 increased $1,113,000 or 6.38% to $18,565,000 from $17,452,000 for the thirty-nine weeks ended July 1, 2023 due primarily to the opening of Store #19R, Store #25, Store #24 and Store #19P, inflation and otherwise due to increases in expenses across all categories.

Occupancy Costs. Occupancy costs (consisting of percentage rent, common area maintenance, repairs, real property taxes, amortization of leasehold purchases and rent expense associated with operating lease liabilities under ASC 842) for the thirty-nine weeks ended June 29, 2024 increased $478,000 or 8.48% to $6,118,000 from $5,640,000 for the thirty-nine weeks ended July 1, 2023. The increase in occupancy costs was primarily due to an increase in real property taxes.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (consisting of general corporate expenses, including but not limited to advertising, professional costs, clerical and administrative overhead) for the thirty-nine weeks ended June 29, 2024 increased $980,000 or 33.95% to $3,867,000 from $2,887,000 for the thirty-nine weeks ended July 1, 2023 due primarily to increased consultant fees to improve our accounting process. Selling, general and administrative expenses increased as a percentage of total revenue for the thirty-nine weeks ended June 29, 2024 to 2.72% as compared to 2.20% for the thirty-nine weeks ended July 1, 2023.

Depreciation and Amortization. Depreciation and amortization expense for the thirty-nine weeks ended June 29, 2024 increased $523,000 or 20.15% to $3,119,000 from $2,596,000 from the thirty-nine weeks ended July 1, 2023. This increase is driven by the opening of Store #19R, Store #25, Store #24 and Store #19P. As a percentage of total revenue, depreciation and amortization expense was 2.19% of revenue for the thirty-nine weeks ended June 29, 2024 and 1.98% of revenue for the thirty-nine weeks ended July 1, 2023.

Interest Expense, Net. Interest expense, net, for the thirty-nine weeks ended June 29, 2024 decreased $33,000 to $768,000 from $801,000 for the thirty-nine weeks ended July 1, 2023.

Income Taxes. Income tax for the thirty-nine weeks ended June 29, 2024 was an expense of $209,000 as compared to an expense of $404,000 for the thirty-nine weeks ended July 1, 2023. This is primarily due the tax expense that is anticipated based on the projected pre-tax income and permanent differences.

Net Income. Net income for the thirty-nine weeks ended June 29, 2024 decreased $543,000 or 9.94% to $4,920,000 from $5,463,000 for the thirty-nine weeks ended July 1, 2023 due primarily to higher food costs and overall increased expenses, including but not limited to, increased consultant fees to improve our accounting process. As a percentage of revenue, net income for the thirty-nine weeks ended June 29, 2024 is 3.46%, as compared to 4.17% for the thirty-nine weeks ended July 1, 2023.

Net Income Attributable to Flanigan’s Enterprises, Inc. Stockholders. Net income attributable to stockholders for the thirty-nine weeks ended June 29, 2024 decreased $954,000 or 23.12% to $3,172,000 from $4,126,000 for the thirty-nine weeks ended July 1, 2023 due primarily to higher food costs and overall increased expenses, including but not limited to, increased consultant fees to improve our accounting process and a higher portion of our net income attributable to noncontrolling interests (specifically the operation of our Miramar location). As a percentage of revenue, net income attributable to stockholders for the thirty-nine weeks ended June 29, 2024 is 2.23%, as compared to 3.15% for the thirty-nine weeks ended July 1, 2023.

Menu Price Increases and Trends

During the thirty-nine weeks ended June 29, 2024, we did not increase our menu prices. During the thirty-nine weeks ended July 1, 2023 we increased menu prices for our food offerings (effective March 26, 2023) to target an aggregate increase to our food revenues of approximately 2.06% annually and we increased menu prices for our bar offerings (effective March 19, 2023) to target an increase to our bar revenues of approximately 5.65% annually to offset higher food and liquor costs and higher overall expenses. Prior to these increases we previously raised menu prices in the first quarter of our fiscal year 2022.

Liquidity and Capital Resources

We fund our operations through cash from operations and borrowings from third parties. As of June 29, 2024, we had cash and cash equivalents of approximately $22,123,000, a decrease of $3,409,000 from our cash balance of $25,532,000 as of September 30, 2023. The decrease in cash as of June 29, 2024 was primarily due to (i) the payment of $3.92 million for insurance for the period from December 30, 2023 to December 30, 2024 and (ii) to the completion of the construction of our Company-owned restaurant in Hollywood, Florida (Store #19) which opened for business during the end of the second quarter of our fiscal year 2024.

Inflation is affecting all aspects of our operations, including but not limited to food, beverage, fuel and labor costs. Supply chain issues also contribute to inflation. Inflation, including supply chain issues are having a material impact on our operating results.

We believe that our current cash availability from our cash on hand and positive cash flow from operations will be sufficient to fund our operations and planned capital expenditures for at least the next twelve months.

Cash Flows

The following table is a summary of our cash flows for the thirty-nine weeks ended June 29, 2024 and July 1, 2023.

(in thousands)

During the thirty-nine weeks ended June 29, 2024 our Board of Directors declared a cash dividend of $0.50 per share to shareholders of record on June 14, 2024 and was made payable on June 28, 2024. During the thirty-nine weeks ended July 1, 2023, our Board of Directors declared a cash dividend of $0.45 per share to shareholders of record on June 12, 2023 and was made payable on June 26, 2023. Any future determination to pay cash dividends will be at our Board’s discretion and will depend upon our financial condition, operating results, capital requirements and such other factors as our Board deems relevant.

Capital Expenditures

In addition to using cash for our operating expenses, we use cash generated from operations and borrowings to fund the development and construction of new restaurants and to fund capitalized property improvements for our existing restaurants. During the thirty-nine weeks ended June 29, 2024, we acquired property and equipment and construction in progress of $5,282,000, (of which $255,000 was purchase deposits transferred to property and equipment, $715,000 was purchase deposits transferred to CIP, and $308,000 was property and equipment in accounts payable), including $437,000 for renovations to three (3) Company-owned restaurants. During the thirty-nine weeks ended July 1, 2023, we acquired property and equipment and construction in progress of $15,890,000, (of which $2,298,000 was purchase deposits transferred to property and equipment and $502,000 was purchase deposits transferred to construction in progress and $538,000 was construction in progress in accounts payable), including $105,000 for renovations to two (2) existing limited partnership owned restaurants and $294,000 for renovations to three (3) Company-owned restaurants.

We anticipate the cost of refurbishment in our fiscal year 2024 will be approximately $450,000, excluding construction/renovations to Store #19R (our restaurant which was rebuilt due to damages caused by a fire), although capital expenditures for our refurbishing program for fiscal year 2024 may be significantly higher.

Long-Term Debt

As of June 29, 2024, we had long-term debt (including the current portion) of $22,221,000, as compared to $23,128,000 as of September 30, 2023.

In February 2023, we determined that as of December 31, 2022, we did not meet the required Post-Distribution Basic Fixed Charge Coverage Ratio (the “Post-Distribution/Fixed Charge Covenant”) contained in each of our six (6) loans (the “Institutional Loans”) with our unrelated third party institutional lender (the “Institutional Lender’). On February 23, 2023, we received from the Institutional Lender, a written waiver of the non-compliance with the Post-Distribution/Fixed Charge Covenant (the “Covenant Non-Compliance”), pursuant to which, among other things, the Institutional Lender waived (1) the non-compliance as of December 31, 2022 and (2) their right to exercise certain remedies under the Institutional Loans, including the right to accelerate the indebtedness owed by us thereunder, resulting in the indebtedness under the Institutional Loans to be immediately due and payable, which would have had a material adverse effect on the Company. The Post-Distribution/Fixed Charge Covenant requires we maintain a ratio of at least 1.15 to 1.00 and for the twelve (12) months ended June 29, 2024 our ratio was calculated to be 1.52 to 1.00. As of June 29, 2024 we are in compliance with all of our loan covenant ratios and as a result, our classification of debt is appropriate.

For further information regarding the Company’s long-term debt, refer to the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023.

Construction Contract

2505 N. University Drive, Hollywood, Florida (Store #19 – “Flanigan’s”)

During the first quarter of our fiscal year 2022, we entered into an agreement with a third party unaffiliated general contractor to re-build our restaurant located at 2505 N. University Drive, Building B, Hollywood, Florida (Store #19R), which had been closed since October 2, 2018 due to damage caused by a fire and re-opened March 26, 2024. The contract totaled $2,515,000 and through the end of the third quarter of our fiscal year 2024 we agreed to change orders increasing the total contract price by $1,507,000 to $4,022,000, of which $3,596,000 has been paid through June 29, 2024 and $308,000 has been paid subsequent to the end of the third quarter of our fiscal year 2024.

Purchase Commitments

In order to fix the cost and ensure adequate supply of baby back ribs for our restaurants for calendar year 2024, we entered into a purchase agreement with our current rib supplier, whereby we agreed to purchase approximately $7.0 million of “2.25 & Down Baby Back Ribs” (industry jargon for the weight range in which slabs of baby back ribs are sold) from this vendor during calendar year 2024, at a prescribed cost, which we believe is competitive.

Working Capital

The table below summarizes the current assets, current liabilities, and working capital for our fiscal quarter ended June 29, 2024, and our fiscal year ended September 30, 2023.

(in thousands)

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 and positive cash flow from operations will adequately fund operations, debt reductions and planned capital expenditures throughout our fiscal year 2024.

Off-Balance Sheet Arrangements

The Company does not have off-balance sheet arrangements.

Critical Accounting Policies

During the thirty-nine weeks ended June 29, 2024, we have not made any change to our critical accounting policies. See Item 7, page 40 of our Annual Report on Form 10-K for our fiscal year ended September 30, 2023 for a discussion of significant accounting policies.

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. Inflation is having a material impact on our operating results, especially rising food, fuel and labor costs. We have endeavored to offset the adverse effects of cost increases by increasing our menu prices.

We do not ordinarily hold market risk sensitive instruments for trading purposes and as of June 29, 2024 held no equity securities.

Interest Rate Risk

As part of our ongoing operations, we are exposed to interest rate fluctuations on our borrowings. As more fully described in Note 15 “Fair Value Measurements of Financial Instruments” to the Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for our fiscal year ended September 30, 2023, 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 June 29, 2024, we had one variable rate instrument outstanding that is impacted by changes in interest rates. The interest rate of our variable rate debt instrument is equal to the lender’s BSBY Screen Rate plus one and one-half percent (1.50%) per annum. In September 2022, we refinanced the mortgage loan encumbering the property where our combination package liquor store and restaurant located at 4 N. Federal Highway, Hallandale Beach, Florida, (Store #31) operates, which mortgage loan is held by an unaffiliated third party lender (the “$8.90M Loan”).

As a means of managing our interest rate risk on this debt instrument, we entered into an interest rate swap agreement with our unrelated third-party lender to convert this variable rate debt obligation to a fixed rate. We are currently a party to the following interest rate swap agreement:

(i) The interest rate swap agreement entered into in September 2022 relates to the $8.90M Loan (the “$8.90M Term Loan Swap”). The $8.90M Term Loan Swap requires us to pay interest for a fifteen (15) year period at a fixed rate of 4.90% on an initial amortizing notional principal amount of $8,900,000, while receiving interest for the same period at BSBY Screen Rate – 1 Month, plus 1.50%, on the same amortizing notional principal amount. We determined that the interest rate swap agreement is an effective hedging agreement and that changes in fair value will be adjusted quarterly based on the valuation statement. As of June 29, 2024 the fair value of the swap agreement is reflected on the condensed consolidated balance sheet in other assets and accumulated other comprehensive income.

During our fiscal year 2023, we invested the aggregate sum of $900,000 in 90 day certificates of deposit, fully government guaranteed and at an average fixed annual interest rate of 4.87%. During the thirty-nine weeks ended June 29, 2024, the aggregate balance of our 90 day certificates of deposit from 2023 were either redeemed or rolled over into new 90 day certificates of deposit, fully government guaranteed and at fixed annual interest rates between 4.65% and 5.35%. Otherwise, at June 29, 2024, our cash resources offset our bank charges and any excess 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.

Evaluation of Disclosure Controls and Procedures

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

As of June 29, 2024, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities Exchange Act of 1934). Based on that evaluation, management, including our Chief Executive Officer and Chief Financial Officer, concluded that as a result of the remediation of our material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were effective as of June 29, 2024.

Remediation of Material Weakness in Internal Control Over Financial Reporting

During the course of our independent registered public accounting firm performing its quarterly review procedures in connection with our unaudited condensed consolidated financial statements to be included in our Form 10-Q for the first quarter of our 2023 fiscal year, we became aware of certain errors made by management in recording certain transactions and in performing debt covenant calculations, which constituted material weaknesses in our internal controls. As a result of this finding, during the second quarter of our fiscal year 2023, we began the process of addressing these material weaknesses by bolstering our internal controls over the review of certain financial transactions and their impact on our interim and annual financial statements, as well as our review of the debt covenant calculations. During the second quarter of our fiscal year 2024 the additional controls had been implemented and evaluated by management and determined to be operating effectively and as a result of our findings, as of the end of the second quarter of our fiscal year 2024, we have concluded that our previously listed material weaknesses had been remediated.

Changes in Internal Control Over Financial Reporting

Outside the changes discussed above, which were in place since the second quarter of 2023, we have not made any additional changes to our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.