FLANIGANS ENTERPRISES INC 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2023 OR ☐ 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 incorporation or organization) (I.R.S. Employer 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: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, $.10 par value BDL NYSE AMERICAN 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 ☒ No ☐ 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 ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ On May 16, 2023, 1,858,647 shares of Common Stock, $0.10 par value per share, were outstanding. FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME 1 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS 3 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 5 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 7 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 31 ITEM 4. CONTROLS AND PROCEDURES 32 PART II. OTHER INFORMATION 33 ITEM 1. LEGAL PROCEEDINGS 33 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 33 ITEM 6. EXHIBITS 33 SIGNATURES 34 LIST XBRL DOCUMENTS As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company” and “Flanigan’s” mean Flanigan's Enterprises, Inc. and its subsidiaries (unless the context indicates a different meaning). Table of Contents PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Table of Contents FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share amounts) Thirteen Weeks Ended Twenty-six Weeks Ended April 1, 2023 April 2, 2022 April 1, 2023 April 2, 2022 REVENUES: Restaurant food sales $ 27,113 $ 24,775 $ 51,880 $ 46,980 Restaurant bar sales 7,281 6,669 14,269 12,676 Package store sales 8,659 8,148 18,062 16,659 Franchise related revenues 484 478 943 924 Rental income 218 199 431 398 Other operating income 48 61 79 96 43,803 40,330 85,664 77,733 COSTS AND EXPENSES: Cost of merchandise sold: Restaurant and lounges 11,210 11,374 22,016 21,707 Package goods 6,212 5,869 13,196 12,209 Payroll and related costs 14,174 12,031 27,810 24,267 Occupancy costs 1,878 1,715 3,726 3,413 Selling, general and administrative expenses 7,618 7,491 15,008 13,522 41,092 38,480 81,756 75,118 Income from Operations 2,711 1,850 3,908 2,615 OTHER INCOME (EXPENSE): Interest expense ( 262 ) ( 177 ) ( 537 ) ( 370 ) Interest and other income 19 23 34 37 Gain on forgiveness of PPP loans — — — 3,488 Gain on sale of property and equipment — — — 11 ( 243 ) ( 154 ) ( 503 ) 3,166 Income before Provision for Income Taxes 2,468 1,696 3,405 5,781 Provision for Income Taxes ( 290 ) ( 353 ) ( 353 ) ( 500 ) Net Income 2,178 1,343 3,052 5,281 Less: Net loss (income) attributable to noncontrolling interests ( 281 ) 317 ( 531 ) ( 2,057 ) Net Income attributable to, Flanigan’s Enterprises, Inc. stockholders $ 1,897 $ 1,660 $ 2,521 $ 3,224 See accompanying notes to unaudited condensed consolidated financial statements. 1 Table of Contents FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share amounts) (Continued) Thirteen Weeks Ended Twenty-six Weeks Ended April 1, 2023 April 2, 2022 April 1, 2023 April 2, 2022 Net Income Per Common Share: Basic and Diluted $ 1.02 $ 0.89 $ 1.36 $ 1.73 Weighted Average Shares and Equivalent Shares Outstanding: Basic and Diluted 1,858,647 1,858,647 1,858,647 1,858,647 See accompanying notes to unaudited condensed consolidated financial statements. 2 Table of Contents FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS APRIL 1, 2023 (UNAUDITED) AND OCTOBER 1, 2022 (in thousands, except share and per share amounts) ASSETS April 1, 2023 October 1, 2022 CURRENT ASSETS: Cash and cash equivalents $ 37,764 $ 42,138 Prepaid income taxes 87 235 Other receivables 710 456 Inventories 6,555 6,489 Prepaid expenses 2,804 1,575 Total Current Assets 47,920 50,893 Property and equipment, net 59,441 55,747 Construction in Progress 6,355 7,517 65,796 63,264 Right-of-use assets, operating leases 28,290 29,517 Investment in Limited Partnership 283 294 OTHER ASSETS: Liquor licenses 1,268 1,268 Deposits on property and equipment 2,938 1,860 Leasehold interests, net 75 86 Other 298 310 Total Other Assets 4,579 3,524 Total Assets $ 146,868 $ 147,492 See accompanying notes to unaudited condensed consolidated financial statements. 3 Table of Contents FLANIGAN'S ENTERPRISES, INC, AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS APRIL 1, 2023 (UNAUDITED) AND OCTOBER 1, 2022 (in thousands, except share and per share amounts) (Continued) LIABILITIES AND STOCKHOLDERS’ EQUITY April 1, 2023 October 1, 2022 CURRENT LIABILITIES: Accounts payable and accrued expenses $ 8,174 $ 8,111 Accrued compensation 2,133 2,104 Due to franchisees 4,954 4,780 Current portion of long-term debt 1,236 2,299 Operating lease liabilities, current 2,323 2,253 Deferred revenue 3,067 2,629 Total Current Liabilities 21,887 22,176 Long Term Debt, Net of Current Portion 22,496 23,090 Operating lease liabilities, non-current 27,106 28,281 Deferred tax liabilities 605 605 Total Liabilities 72,094 74,152 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 420 420 Capital in excess of par value 6,240 6,240 Retained earnings 57,607 55,086 Treasury stock, at cost, 2,338,995 shares ( 6,077 ) ( 6,077 ) Total Flanigan’s Enterprises, Inc. stockholders’ equity 58,190 55,669 Noncontrolling interests 16,584 17,671 Total stockholders’ equity 74,774 73,340 Total liabilities and stockholders’ equity $ 146,868 $ 147,492 See accompanying notes to unaudited condensed consolidated financial statements. 4 Table of Contents FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE TWENTY-SIX WEEKS ENDED APRIL 1, 2023 AND APRIL 2, 2022 (in thousands, except share amounts) Common Stock Capital in Excess of Retained Treasury Stock Noncontrolling Shares Amount Par Value Earnings Shares Amount Interests Total Balance, October 2, 2021 4,197,642 $ 420 $ 6,240 $ 50,632 2,338,995 $ ( 6,077 ) $ 9,415 $ 60,630 Net income — — — 1,564 — — 2,374 3,938 Distributions to noncontrolling interests — — — — — — ( 757 ) ( 757 ) Balance, January 1, 2022 4,197,642 $ 420 $ 6,240 $ 52,196 2,338,995 $ ( 6,077 ) $ 11,032 $ 63,811 Net income (loss) — — — 1,660 — — ( 317 ) 1,343 Distributions to noncontrolling interests — — — — — — ( 757 ) ( 757 ) Sale of noncontrolling interests — — — — — — 8,630 8,630 Dividends payable — — — ( 1,861 ) — — — ( 1,861 ) Balance, April 2, 2022 4,197,642 $ 420 $ 6,240 $ 51,995 2,338,995 $ ( 6,077 ) $ 18,588 $ 71,166 See accompanying notes to unaudited condensed consolidated financial statements. 5 Table of Contents FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE TWENTY-SIX WEEKS ENDED APRIL 1, 2023 AND APRIL 2, 2022 (in thousands, except share amounts) (Continued) Common Stock Capital in Excess of Retained Treasury Stock Noncontrolling Shares Amount Par Value Earnings Shares Amount Interests Total Balance, October 1, 2022 4,197,642 $ 420 $ 6,240 $ 55,086 2,338,995 $ ( 6,077 ) $ 17,671 $ 73,340 Net income — — — 624 — — 250 874 Distributions to noncontrolling interests — — — — — — ( 829 ) ( 829 ) Balance, December 31, 2022 4,197,642 $ 420 $ 6,240 $ 55,710 2,338,995 $ ( 6,077 ) $ 17,092 $ 73,385 Net income — — — 1,897 — — 281 2,178 Distributions to noncontrolling interests — — — — — — ( 789 ) ( 789 ) Balance, April 1, 2023 4,197,642 $ 420 $ 6,240 $ 57,607 2,338,995 $ ( 6,077 ) $ 16,584 $ 74,774 See accompanying notes to unaudited condensed consolidated financial statements. 6 Table of Contents FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWENTY-SIX WEEKS ENDED APRIL 1, 2023 AND APRIL 2, 2022 (in thousands) April 1, 2023 April 2, 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,052 $ 5,281 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation and amortization 1,668 1,400 Amortization of leasehold interests 11 21 Amortization of operating lease right-of-use asset 1,227 1,177 Gain on forgiveness of PPP Loans — ( 3,488 ) Gain on sale of property and equipment — ( 11 ) Loss on abandonment of property and equipment 14 13 Amortization of deferred loan costs 20 17 Deferred income taxes — 87 Income from unconsolidated limited partnership ( 8 ) ( 15 ) Changes in operating assets and liabilities: (increase) decrease in Other receivables ( 254 ) ( 114 ) Prepaid income taxes 148 139 Inventories ( 66 ) ( 645 ) Prepaid expenses ( 1,229 ) 854 Other assets 12 ( 59 ) Increase (decrease) in: Accounts payable and accrued expenses 92 1,987 Operating lease liabilities ( 1,105 ) ( 918 ) Income taxes payable — 211 Due to franchisees 174 920 Deferred revenue 438 333 Net cash and cash equivalents provided by operating activities 4,194 7,190 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 1,949 ) ( 2,230 ) Purchase of construction in progress ( 1,740 ) ( 1,881 ) Deposits on property and equipment ( 1,631 ) ( 509 ) Proceeds from sale of property and equipment 28 30 Distributions from unconsolidated limited partnership 19 16 Net cash and cash equivalents used in investing activities ( 5,273 ) ( 4,574 ) See accompanying notes to unaudited condensed consolidated financial statements. 7 Table of Contents FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWENTY-SIX WEEKS ENDED APRIL 1, 2023 AND APRIL 2, 2022 (in thousands) (Continued) April 1, 2023 April 2, 2022 CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long term debt ( 1,677 ) ( 1,742 ) Proceeds from noncontrolling interest offering — 8,630 Distributions to limited partnerships’ noncontrolling interests ( 1,618 ) ( 1,514 ) Net cash and cash equivalents used in financing activities ( 3,295 ) 5,374 Net (Decrease) Increase in Cash and Cash Equivalents ( 4,374 ) 7,990 Cash and Cash Equivalents - Beginning of Period 42,138 32,676 Cash and Cash Equivalents - End of Period $ 37,764 $ 40,666 Supplemental Disclosure for Cash Flow Information: Cash paid during period for: Interest $ 537 $ 370 Income taxes $ 206 $ 63 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Financing of insurance contracts $ — $ 1,861 Purchase deposits capitalized to property and equipment $ 114 $ 44 Purchase deposits transferred to CIP $ 439 $ 309 CIP transferred to property and equipment $ 3,341 $ 3,258 CIP in accounts payable $ 177 $ 331 Dividends declared and unpaid $ — $ 1,861 Operating lease liabilities arising from ROU asset $ — $ 1,518 See accompanying notes to unaudited condensed consolidated financial statements. 8 Table of Contents FLANIGAN’S ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THIRTEEN AND TWENTY-SIX WEEKS ENDED APRIL 1, 2023 AND APRIL 2, 2022 (1) BASIS OF PRESENTATION: The accompanying condensed consolidated financial information for the twenty-six weeks ended April 1, 2023 and April 2, 2022 is unaudited. Financial information as of October 1, 2022 has been derived from the audited financial statements of Flanigan’s Enterprises, Inc., a Florida corporation, together with its subsidiaries, (the “Company”, “we”, “our”, “ours” and “us” as the context requires), but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated have been included. For further information regarding the Company's accounting policies, refer to the Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended October 1, 2022. Operating results for interim periods are not necessarily indicative of results to be expected for a full year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and the accounts of the ten limited partnerships in which we act as general partner and have controlling interests. All intercompany balances and transactions have been eliminated. Non-controlling interest represents the limited partners’ proportionate share of the net assets and results of operations of the ten limited partnerships. The consolidated financial statements and related disclosures for condensed interim reporting 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 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, the recognition of deferred tax assets and liabilities and estimates relating to the calculation of incremental borrowing rates and length of leases associated with right-of-use assets and corresponding liabilities and estimates relating to loyalty reward programs. 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. Certain amounts presented in the financial statements previously issued for the twenty-six weeks ended April 2, 2022 have been reclassified to conform to the presentation for the twenty-six weeks ended April 1, 2023. (2) EARNINGS PER SHARE: We follow Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 260 - “ Earnings per Share ”. This section provides for the calculation of basic and diluted earnings per share. The data on Page 2 shows the amounts used in computing earnings per share and the effects on income. As of April 1, 2023 and April 2, 2022, no stock options or other potentially dilutive securities were outstanding. (3) RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS: Adopted There are no accounting pronouncements that we have recently adopted. 9 Table of Contents Recently Issued The FASB issued guidance, ASU 2022-06 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (“IBORs”) and, particularly, the risk of cessation of the London interbank offered rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This accounting standards update provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. LIBOR rates will be published until June 30, 2023. All principal and interest of the Term Loan was paid during the first quarter of our fiscal year 2023, so the discontinuance of LIBOR rates will have no impact on us. The FASB issued guidance, ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance will be effective for us in the first quarter of our fiscal year 2024. We will continue to assess the impact of this guidance throughout our fiscal year 2023 to ensure the proper accounting treatment of our financial assets that meet this criteria. There are no other recently issued accounting pronouncements that we have not yet adopted that we believe may have a material effect on our financial statements. (4) INCOME TAXES: We account for our income taxes using FASB ASC Topic 740, “ Income Taxes ”, which requires among other things, recognition of future tax benefits measured at enacted rates attributable to deductible temporary differences between financial statement and income tax basis of assets and liabilities and to tax net operating loss carryforwards and tax credits to the extent that realization of said tax benefits is more likely than not. The Company’s income tax expense computed at the statutory federal rate of 21 % differs from its effective tax rate primarily due to state income taxes and income tax credits. (5) DEBT: Payoff of Term Loan During the first quarter of our fiscal year 2023, we satisfied the principal balance and all accrued interest due on our $ 5.5 million term loan to our unrelated lender. The outstanding principal balance ($ 367,000 ) and accrued interest ($- 0 -) were paid in full on December 28, 2022. 10 Table of Contents 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 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 April 1, 2023 our ratio was calculated to be 1.25 to 1.00 . We have prepared projections for the next three (3) fiscal quarters and expect to be in compliance. As a result, our classification of debt is appropriate as of April 1, 2023. 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 10K for the year ended October 1, 2022. (6) INSURANCE PREMIUMS During the first quarter of our fiscal year 2023, for the policy year commencing December 30, 2022, we paid the premiums on the following property, general liability, excess liability and terrorist policies, totaling approximately $ 3.281 million, which property, general liability, excess liability and terrorist insurance includes coverage for our franchisees (which is $ 658,000 ), which are not included in our consolidated financial statements: (i) For the policy year beginning December 30, 2022, our general liability insurance, excluding limited partnerships, is a one (1) year policy with our insurance carriers. The one (1) year general liability insurance premium is in the amount of $ 512,000 ; (ii) For the policy year beginning December 30, 2022, our general liability insurance for our limited partnerships is a one (1) year policy with our insurance carriers. The one (1) year general liability insurance premium is in the amount of $ 672,000 ; (iii) For the policy year beginning December 30, 2022, our automobile insurance is a one (1) year policy. The one (1) year automobile insurance premium is in the amount of $ 190,000 ; (iv) For the policy year beginning December 30, 2022, our property insurance is a one (1) year policy. The one (1) year property insurance premium is in the amount of $ 1,248,000 ; (v) For the policy year beginning December 30, 2022, our excess liability insurance is a one (1) year policy. The one (1) year excess liability insurance premium is in the amount of $ 634,000 ; (vi) For the policy year beginning December 30, 2022, our terrorist insurance is a one (1) year policy. The one (1) year terrorist insurance premium is in the amount of $ 14,000 ; and (vii) For the policy year beginning December 30, 2022, our equipment breakdown insurance is a one (1) year policy. The one (1) year equipment breakdown insurance premium is in the amount of $ 11,000 . We paid the $ 3,281,000 annual premium amounts on January 9, 2023, which includes coverage for our franchisees which are not included in our consolidated financial statements. 11 Table of Contents (7) COMMITMENTS AND CONTINGENCIES: Construction Contracts (a) 2505 N. University Drive, Hollywood, Florida (Store #19 – “Flanigan’s”) During the third quarter of our fiscal year 2019, we entered into an agreement with an unaffiliated third party architect for design and development services totaling $ 77,000 for the re-build of our restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19), which has been closed since October 2, 2018 due to damages caused by a fire, of which $ 62,000 has been paid. 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 at this location totaling $ 2,515,000 , of which $ 302,000 has been paid through April 1, 2023 and $ 314,000 has been paid subsequent to the end of the second quarter of our fiscal year 2023 through the date of filing this quarterly report. (b) 14301 W. Sunrise Boulevard, Sunrise, Florida (Store #85 – “Flanigan’s”) During the second quarter of our fiscal year 2022, we entered into an agreement with a third party unaffiliated general contractor for exterior renovations at this location totaling $ 343,000 and through the end of the second quarter of our fiscal year 2023 we agreed to change orders to the agreement increasing the total contract price by $ 327,000 to $ 670,000 , of which $ 417,000 has been paid through April 1, 2023 and an additional $ 114,000 has been paid subsequent to the end of the second quarter of our fiscal year 2023 through the date of filing of this quarterly report. (c) 11225 Miramar Parkway, #250, Miramar, Florida (“Flanigan’s”) During the second quarter of our fiscal year 2022, we entered into an agreement with a third party unaffiliated general contractor for interior renovations at this location totaling $ 1,421,000 , and through the second quarter of our fiscal year 2023 we agreed to change orders to the agreement increasing the total contract price by $ 426,000 to $ 1,847,000 of which $ 1,663,000 has been paid through April 1, 2023 and $ 13,000 , has been paid subsequent to the end of the second quarter of our fiscal year 2023 through the date of filing of this quarterly report. 12 Table of Contents Leases To conduct certain of our operations, we lease restaurant and package liquor store space in South Florida from unrelated third parties. Our leases have remaining lease terms of up to 50 years, some of which include options to renew and extend the lease terms for up to an additional 30 years. We presently intend to renew some of the extension options available to us and for purposes of computing the right-of-use assets and lease liabilities required by ASC 842, we have incorporated into all lease terms which may be extended, an additional term of the lesser of (i) the amount of years the lease may be extended; or (ii) 15 years. Following adoption of ASC 842 during the year ended October 3, 2020, common area maintenance and property taxes are not considered to be lease components. The components of lease expense are as follows: 13 Weeks 13 Weeks Ended April 1, 2023 Ended April 2, 2022 Operating Lease Expense, which is included in occupancy costs $ 956,000 $ 916,000 26 Weeks 26 Weeks Ended April 1, 2023 Ended April 2, 2022 Operating Lease Expense, which is included in occupancy costs $ 1,913,000 $ 1,834,000 Supplemental balance sheet information related to leases as follows: Classification on the Condensed Consolidated Balance Sheet April 1, 2023 October 1, 2022 Assets Operating lease assets $ 28,290,000 $ 29,517,000 Liabilities Operating current liabilities $ 2,323,000 $ 2,253,000 Operating lease non-current liabilities $ 27,106,000 $ 28,281,000 Weighted Average Remaining Lease Term: Operating leases 10.34 Years 10.82 Years Weighted Average Discount: Operating leases 4.75 % 4.66 % 13 Table of Contents The following table outlines the minimum future lease payments for the next five years and thereafter: For fiscal year 2023 Operating 2023 (six (6) months) $ 1,765,000 2024 3,622,000 2025 3,616,000 2026 3,450,000 2027 3,353,000 Thereafter 25,194,000 Total lease payments (Undiscounted cash flows) 41,000,000 Less imputed interest ( 11,571,000 ) Total $ 29,429,000 Litigation Our sale of alcoholic beverages subjects us to “dram shop” statutes, which allow an injured person to recover damages from an establishment that served alcoholic beverages to an intoxicated person. If we receive a judgment substantially in excess of our insurance coverage or if we fail to maintain our insurance coverage, our business, financial condition, operating results or cash flows could be materially and adversely affected. We currently have no “dram shop” claims. From time to time, we are a party to various other claims, legal actions and complaints arising in the ordinary course of our business, including claims resulting from “slip and fall” accidents, claims under federal and state laws governing access to public accommodations, employment-related claims and claims from guests alleging illness, injury or other food quality, health or operational concerns. It is our opinion, after consulting with legal counsel, that all such matters are without merit or involve such amounts that an unfavorable disposition, some of which is covered by insurance, would not have a material adverse effect on our financial position or results of operations. (8) CORONAVIRUS PANDEMIC: In March 2020, a novel strain of coronavirus was declared a global pandemic and a National Public Health Emergency. The novel coronavirus pandemic and related “shelter-in-place” orders and other governmental mandates relating thereto (collectively, “COVID-19”) adversely affected and will, in all likelihood continue to adversely affect, our restaurant operations and financial results for the foreseeable future. Based on current COVID-19 trends, the Department of Health and Human Services (HHS) is planning for the federal Public Health Emergency for COVID-19 (PHE) declared by the Secretary of the Department of Health and Human Services (Secretary) under Section 319 of the Public Health Service (PHS) Act to expire at the end of the day on May 11, 2023. During the second quarter of our fiscal year 2021, certain of the entities owning the limited partnership stores (the “LP’s”), as well as the store we manage but do not own (the “Managed Store”), applied for and received loans from an unrelated third party lender pursuant to the Paycheck Protection Program (the “PPP”) under the United States Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) enacted March 27, 2020, in the aggregate principal amount of approximately $ 3.98 million, (the “2nd PPP Loans”), of which approximately: (i) $ 3.35 million was loaned to six of the LP’s; and (ii) $ 0.63 million was loaned to the Managed Store. The 2nd PPP Loan to the Managed Store is not included in our consolidated financial statements. During the first quarter of our fiscal year 2022, we applied for and received forgiveness of the entire amount of principal and accrued interest for all 2nd PPP Loans, including the Managed Store. COVID-19 has had a material adverse effect on our access to supplies or labor and there can be no assurance that there will not be a significant adverse impact on our supply chain or access to labor in the future. We are actively monitoring our food suppliers to assess how they are managing their operations to mitigate supply flow and food safety risks. To ensure we mitigate potential supply availability risk, we are building additional inventory back stock levels when appropriate and we have also identified alternative supply sources in key product categories including but not limited to food, sanitation and safety supplies. 14 Table of Contents (9) BUSINESS SEGMENTS: We operate in two reportable segments – package stores and restaurants. The operation of package stores consists of retail liquor sales and related items. The operation of restaurants consists of restaurant food and bar sales. Information concerning the revenues and operating income for the thirteen weeks and twenty-six weeks ended April 1, 2023 and April 2, 2022, and identifiable assets for the two reportable segments in which we operate, are shown in the following tables. Operating income is total revenue less cost of merchandise sold and operating expenses relative to each segment. In computing operating income, none of the following items have been included: interest expense, other non-operating income and expenses and income taxes. Identifiable assets by segment are those assets that are used in our operations in each segment. Corporate assets are principally cash and real property, improvements, furniture, equipment and vehicles used at our corporate headquarters. We do not have any operations outside of the United States and transactions between restaurants and package liquor stores are not material. (in thousands) Thirteen Weeks Ending April 1, 2023 Thirteen Weeks Ending April 2, 2022 Operating Revenues: Restaurants $ 34,394 $ 31,444 Package stores 8,659 8,148 Other revenues 750 738 Total operating revenues $ 43,803 $ 40,330 Income from Operations Reconciled to Income After Income Taxes and Net Income (Loss) Attributable to Noncontrolling Interests Restaurants $ 3,001 $ 1,675 Package stores 641 760 3,642 2,435 Corporate expenses, net of other revenues ( 931 ) ( 585 ) Income from Operations 2,711 1,850 Interest expense ( 262 ) ( 177 ) Interest and Other income 19 23 Income Before Provision for Income Taxes $ 2,468 $ 1,696 Provision for Income Taxes ( 290 ) ( 353 ) Net Income 2,178 1,343 Net Loss (Income) Attributable to Noncontrolling Interests ( 281 ) 317 Net Income Attributable to Flanigan’s Enterprises, Inc. Stockholders $ 1,897 $ 1,660 Depreciation and Amortization: Restaurants $ 631 $ 542 Package stores 119 79 750 621 Corporate 108 101 Total Depreciation and Amortization $ 858 $ 722 Capital Expenditures: Restaurants $ 2,299 $ 1,671 Package stores 112 874 2,411 2,545 Corporate 332 239 Total Capital Expenditures $ 2,743 $ 2,784 15 Table of Contents (in thousands) Twenty-six Weeks Ending April 1, 2023 Twenty-six Weeks Ending April 2, 2022 Operating Revenues: Restaurants $ 66,149 $ 59,656 Package stores 18,062 16,659 Other revenues 1,453 1,418 Total operating revenues $ 85,664 $ 77,733 Income from Operations Reconciled to Income After Income Taxes and Net Income Attributable to Noncontrolling Interests Restaurants $ 3,780 $ 2,052 Package stores 1,440 1,442 5,220 3,494 Corporate expenses, net of other revenues ( 1,312 ) ( 879 ) Income from Operations 3,908 2,615 Interest expense ( 537 ) ( 370 ) Interest and Other income 34 37 Gain on forgiveness of PPP Loans — 3,488 Gain on sale of property and equipment — 11 Income Before Provision for Income Taxes $ 3,405 $ 5,781 Provision for Income Taxes ( 353 ) ( 500 ) Net Income 3,052 5,281 Net Income Attributable to Noncontrolling Interests ( 531 ) ( 2,057 ) Net Income Attributable to Flanigan’s Enterprises, Inc. Stockholders $ 2,521 $ 3,224 Depreciation and Amortization: Restaurants $ 1,257 $ 1,063 Package stores 209 158 1,466 1,221 Corporate 213 200 Total Depreciation and Amortization $ 1,679 $ 1,421 Capital Expenditures: Restaurants $ 3,246 $ 2,924 Package stores 462 1,395 3,708 4,319 Corporate 534 476 Total Capital Expenditures $ 4,242 $ 4,795 16 Table of Contents April 1, October 1, 2023 2022 Identifiable Assets: Restaurants $ 75,495 $ 73,596 Package store 20,477 $ 20,035 95,972 93,631 Corporate 50,896 53,861 Consolidated Totals $ 146,868 $ 147,492 (10) SUBSEQUENT EVENTS: Purchase of Real Property El Portal, Florida (“Big Daddy’s Liquors”/Warehouse) During the first quarter of our fiscal year 2023, we entered into a Commercial Contract with a non-affiliated third party for the purchase of the real property it owns located at 8600 Biscayne Boulevard, El Portal, Florida consisting of approximately 6,000 square feet of commercial space which we sublease and where our “Big Daddy’s Liquors” package liquor store and our warehouse (Store #47) operate for $ 3,200,000 . We paid $ 160,000 on deposit under the contract for this transaction and paid the balance of $ 3,040,000 in cash at closing. On April 25, 2023, we closed on the acquisition of the property. Hallandale Beach, Florida During the third quarter of our fiscal year 2022 we contracted for the purchase of a three building shopping center in Hallandale Beach, Florida, which consists of one stand-alone building which is leased to two unaffiliated third parties (approximately 1,450 square feet); a second stand-alone building which is leased to one unaffiliated third party (approximately 1,500 square feet); and a third stand-alone building which is leased to one unaffiliated third party (approximately 2,500 square feet) for $ 8,500,000 . The real property is located adjacent to our real property located at 4 N. Federal Highway, Hallandale Beach, Florida, where our combination package store and restaurant, (Store #31), operates. We paid $ 2,000,000 on deposit under the contract for this transaction and paid the balance of $ 6,500,000 in cash at closing. On April 27, 2023, we closed on the acquisition of the property. 17 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY NOTE REGARDING LOOKING FORWARD STATEMENTS Reported financial results may not be indicative of the financial results of future periods. All non-historical information contained in the following discussion constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipates, appears, expects, trends, intends, hopes, plans, believes, seeks, estimates, may, will,” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve a number of risks and uncertainties, including but not limited to the effect of the novel coronavirus pandemic and related “shelter-in-place” orders and other governmental mandates (“COVID 19”), customer demand and competitive conditions. Factors that could cause actual results to differ materially are included in, but not limited to, those identified in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our periodic reports, including our Annual Report on Form 10-K for the fiscal year ended October 1, 2022. 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 April 1, 2023, 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 April 1, 2023 and as compared to October 1, 2022. 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”. TYPES OF UNITS April 1, 2023 October 1, 2022 Company Owned: Combination package liquor store and restaurant 3 3 Restaurant only, including sports bar 8 8 (1) Package liquor store only 9 7 (2)(3) Company Managed Restaurants Only : Limited partnerships 10 10 (4) Franchise 1 1 Unrelated Third Party 1 1 Total Company Owned/Operated Units 32 30 Franchised Units 5 5 (5) Notes: (1) During the third quarter of our fiscal year 2022, we entered into a new lease for the business premises and purchased the assets of a restaurant/bar known as “Brendan’s Sports Pub” located at 868 S. Federal Highway, Pompano Beach, Florida and began operating the location under its current trade name. (2) During the first quarter of our fiscal year 2019, our combination package liquor store and restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19), was damaged by a fire which has caused it to be closed since the first quarter of our fiscal year 2019. During the first quarter of our fiscal year 2023, we opened our newly built stand-alone package liquor store on this site replacing our package liquor store destroyed by fire and previously operating here (Store #19P). We are constructing a stand-alone restaurant building on this site (adjacent to the package liquor store), replacing our restaurant destroyed by fire and previously operating here (Store #19R). We do not believe this restaurant will be operational during our fiscal year 2023. 18 Table of Contents (3) During the second quarter of our fiscal year 2023, our package liquor store located at 11225 Miramar Parkway #245, Miramar, Florida (Store #25) opened for business. (4) During the second quarter of our fiscal year 2022, our limited partnership owned restaurant located at 14301 West Sunrise Boulevard, Sunrise, Florida (Store #85) opened for business in March, 2022 (the “2022 Sunrise Restaurant”). Our limited partnership owned restaurant located at 11225 Miramar Parkway #250, Miramar, Florida (Store #25) opened for business on April 18, 2023 (the “2023 Miramar Restaurant”). (5) 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. Once the investors in the limited partnership have received, in full, amounts equal to their cash invested, an annual management fee is payable to us equal to one-half (½) of cash available to the limited partnership, with the other one half (½) of available cash distributed to the investors (including us and our affiliates). As of April 1, 2023, all limited partnerships, with the exception of the 2022 Sunrise Restaurant, which opened for business in March, 2022 and the 2023 Miramar Restaurant, 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”. 19 Table of Contents RESULTS OF OPERATIONS -----------------------Thirteen Weeks Ended----------------------- April 1, 2023 April 2, 2022 Amount (In thousands) Percent Amount (In thousands) Percent Restaurant food sales $ 27,113 62.98 $ 24,775 62.58 Restaurant bar sales 7,281 16.91 6,669 16.84 Package store sales 8,659 20.11 8,148 20.58 Total Sales $ 43,053 100.00 $ 39,592 100.00 Franchise related revenues 484 478 Rental income 218 199 Other operating income 48 61 Total Revenue $ 43,803 $ 40,330 -----------------------Twenty-six Weeks Ended----------------------- April 1, 2023 April 2, 2022 Amount (In thousands) Percent Amount (In thousands) Percent Restaurant food sales $ 51,880 61.61 $ 46,980 61.56 Restaurant bar sales 14,269 16.94 12,676 16.61 Package store sales 18,062 21.45 16,659 21.83 Total Sales $ 84,211 100.00 $ 76,315 100.00 Franchise related revenues 943 924 Rental income 431 398 Other operating income 79 96 Total Revenue $ 85,664 $ 77,733 Comparison of Thirteen Weeks Ended April 1, 2023 and April 2, 2022. Revenues . Total revenue for the thirteen weeks ended April 1, 2023 increased $3,473,000 or 8.61% to $43,803,000 from $40,330,000 for the thirteen weeks ended April 2, 2022 due primarily to increased package liquor store and restaurant sales, revenue generated from the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, the opening of Brendan’s Sports Pub (Store #30) in June 2022, the opening of the package liquor store in Hollywood, Florida (Store #19P) in December 2022 and the comparatively less adverse effects of COVID-19 on our operations during the thirteen weeks ended April 1, 2023 as compared with the thirteen weeks ended April 2, 2022. Restaurant Food Sales . Restaurant revenue generated from the sale of food, including non-alcoholic beverages, at restaurants totaled $27,113,000 for the thirteen weeks ended April 1, 2023 as compared to $24,775,000 for the thirteen weeks ended April 2, 2022. The increase in restaurant food sales during the thirteen weeks ended April 1, 2023 as compared to restaurant food sales during the thirteen weeks ended April 2, 2022 is attributable to restaurant food sales generated from the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, the opening of Brendan’s Sports Pub (Store #30) in June 2022 and the comparatively greater adverse effects of COVID-19 on our operations during the thirteen weeks ended April 2, 2022 as compared with the thirteen weeks ended April 1, 2023. Comparable weekly restaurant food sales (for restaurants open for all of the thirteen weeks ended April 1, 2023 and April 2, 2022 respectively, which consists of nine restaurants owned by us and eight restaurants owned by affiliated limited partnerships (excluding our Sunrise, Florida location (Store #85), and Brendan’s Sports Pub (Store #30), both of which opened for business during the second and third quarters of our fiscal year 2022, respectively) was $1,946,000 and $1,802,000 for the thirteen weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 7.99%. Comparable weekly restaurant food sales for Company owned restaurants only (excluding Store #30 which opened for business during the third quarter of our fiscal year 2022), was $993,000 and $887,000 for the thirteen weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 11.95%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only (excluding Store #85 which opened for business during the second quarter of our fiscal year 2022), was $953,000 and $915,000 for the thirteen weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 4.15%. We expect that restaurant food sales, including non-alcoholic beverages, for the balance of our fiscal year 2023 will increase due to increased restaurant traffic and the opening for business of the 2023 Miramar Restaurant during the third quarter of fiscal year 2023. 20 Table of Contents Restaurant Bar Sales . Restaurant revenue generated from the sale of alcoholic beverages at restaurants totaled $7,281,000 for the thirteen weeks ended April 1, 2023 as compared to $6,669,000 for the thirteen weeks ended April 2, 2022. The increase in restaurant bar sales during the thirteen weeks ended April 1, 2023 is primarily due to restaurant bar sales generated from the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, the opening of Brendan’s Sports Pub (Store #30) in June 2022 and the comparatively more adverse effects of COVID-19 on our operations during the thirteen weeks ended April 2, 2022 as compared with the thirteen weeks ended April 1, 2023. Comparable weekly restaurant bar sales (for restaurants open for all of the thirteen weeks ended April 1, 2023 and April 2, 2022 respectively, which consists of nine restaurants owned by us and eight restaurants owned by affiliated limited partnerships, (excluding our Sunrise, Florida location (Store #85), and Brendan’s Sports Pub, (Store #30), which opened for business during the second and third quarters of our fiscal year 2022, respectively) was $516,000 and $509,000 for the thirteen weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 1.38%. Comparable weekly restaurant bar sales for Company owned restaurants only (excluding Store #30 which opened for business during third quarter of our fiscal year 2022), was $225,000 and $225,000 for the thirteen weeks ended April 1, 2023 and April 2, 2022. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only (excluding Store #85 which opened for business during the second quarter of our fiscal year 2022), was $291,000 and $284,000 for the thirteen weeks ended April 1, 2023 and April 1, 2022, respectively, an increase of 2.46%. We expect that restaurant bar sales for the balance of our fiscal year 2023 will increase due to increased restaurant traffic and the opening for business of the 2023 Miramar Restaurant during the third quarter of fiscal year 2023. Package Store Sales . Revenue generated from sales of liquor and related items at package liquor stores totaled $8,659,000 for the thirteen weeks ended April 1, 2023 as compared to $8,148,000 for the thirteen weeks ended April 2, 2022, an increase of $511,000. This increase was primarily due to increased package liquor store traffic due to what appears to be continued increased demand for package liquor store products resulting from the COVID-19 pandemic and package liquor sales generated from the opening of our package liquor store in Hollywood, Florida (Store #19P) in December 2022. The weekly average of same store package liquor store sales, which includes nine (9) Company-owned package liquor stores (excluding Store #19, which was closed for our fiscal years 2022 and 2021 due to a fire on October 2, 2018 but re-opened for business during the first quarter of our fiscal year 2023), was $637,000 and $644,000 for the thirteen weeks ended April 1, 2023 and April 2, 2022, respectively, a decrease of 1.09%. We expect that package liquor store sales for our fiscal year 2023 will increase due to increased package liquor store traffic and the opening of the package liquor stores located at 7990 Davie Road Extension, Hollywood, Florida (Store #19P) which opened for business during the first quarter of our fiscal year 2023 and 11225 Miramar Parkway #245, Miramar, Florida (Store #24), which opened for business during the second quarter of our fiscal year 2023. Operating Costs and Expenses . Operating costs and expenses (consisting of cost of merchandise sold, payroll and related costs, occupancy costs and selling, general and administrative expenses), for the thirteen weeks ended April 1, 2023 increased $2,612,000 or 6.79% to $41,092,000 from $38,480,000 for the thirteen weeks ended April 2, 2022. The increase was primarily due to increased payroll and an expected general increase in food costs, costs and expenses incurred from the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, Brendan’s Sports Pub (Store #30) in June 2022, the package liquor store in Hollywood, Florida (Store #19P) in December 2022, pre-opening expenses from our limited partnership owned restaurant in Miramar, Florida (Store #25) and pre-opening expenses from our package liquor store in Miramar, Florida (Store #24), 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 2023. Operating costs and expenses decreased as a percentage of total revenue to approximately 93.81% for the thirteen weeks ended April 1, 2023 from 95.41% for the thirteen weeks ended April 2, 2022. 21 Table of Contents 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 April 1, 2023 increased to $23,184,000 from $20,070,000 for the thirteen weeks ended April 2, 2022. Gross profit margin for the restaurant food and bar sales increased during the thirteen weeks ended April 1, 2023 when compared to the thirteen weeks ended April 2, 2022 due to decreases in our cost of ribs, partially offset by, among other things, 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 67.41% for the thirteen weeks ended April 1, 2023 and 63.83% for the thirteen weeks ended April 2, 2022. Package Store Sales . Gross profit for package store sales for the thirteen weeks ended April 1, 2023 increased to $2,447,000 from $2,279,000 for the thirteen weeks ended April 2, 2022. Our gross profit margin (calculated as gross profit reflected as a percentage of package liquor store sales), for package store sales was 28.26% for the thirteen weeks ended April 1, 2023 and 27.97% for the thirteen weeks ended April 2, 2022. We anticipate that the gross profit margin for package liquor store merchandise will decrease during our fiscal year 2023 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 April 1, 2023 increased $2,143,000 or 17.81% to $14,174,000 from $12,031,000 for the thirteen weeks ended April 2, 2022. Payroll and related costs for the thirteen weeks ended April 1, 2023 were higher due primarily to the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, Brendan’s Sports Pub (Store #30) in June 2022, the retail package liquor store on Hollywood, Florida (Store #19P) in December 2022, and higher salaries to employees to remain competitive with other potential employees in a tight labor market. Payroll and related costs as a percentage of total revenue was 32.36% in the thirteen weeks ended April 1, 2023 and 29.83% of total revenue in the thirteen weeks ended April 2, 2022. 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 April 1, 2023 increased $163,000 or 9.50% to $1,878,000 from $1,715,000 for the thirteen weeks ended April 2, 2022. The increase in occupancy costs was primarily due to the payment of rent for our retail package liquor store located at 11225 Miramar Parkway, #245, Miramar, Florida (Store #24) and our restaurant location which we are developing located at 11225 Miramar Parkway, #250, Miramar, Florida (Store #25) during the entire second quarter of our fiscal year 2023, as opposed to a part of the second quarter of our fiscal year 2022, and the payment of rent for the second quarter of our fiscal year 2023 for Brendan’s Sports Pub (Store #30) which we acquired and opened for business in June 2022. Selling, General and Administrative Expenses. Selling, general and administrative expenses (consisting of general corporate expenses, including but not limited to advertising, insurance, professional costs, clerical and administrative overhead) for the thirteen weeks ended April 1, 2023 increased $127,000 or 1.70% to $7,618,000 from $7,491,000 for the thirteen weeks ended April 2, 2022, due primarily to Store #19P, Store #30 and Store #85 being open for the thirteen weeks ended April 1, 2023 only, inflation and otherwise to increases in expenses across all categories. Selling, general and administrative expenses decreased as a percentage of total revenue for the thirteen weeks ended April 1, 2023 to 17.39% as compared to 18.57% for the thirteen weeks ended April 2, 2022. 22 Table of Contents Depreciation and Amortization. Depreciation and amortization expense for the thirteen weeks ended April 1, 2023, which is included in selling, general and administrative expenses, increased $136,000 or 18.84% to $858,000 from $722,000 from the thirteen weeks ended April 2, 2022. As a percentage of total revenue, depreciation and amortization expense was 1.96% of revenue in the thirteen weeks ended April 1, 2023 and 1.79% of revenue in the thirteen weeks ended April 2, 2022. Interest Expense, Net . Interest expense, net, for the thirteen weeks ended April 1, 2023 increased $85,000 to $262,000 from $177,000 for the thirteen weeks ended April 2, 2022. Interest expense, net, increased for the thirteen weeks ended April 1, 2023 due to the interest on our borrowing of $8,900,000 during the fourth quarter of our fiscal year 2022 from an unrelated third party lender to re-finance the mortgage loan on our property located at 4 N. Federal Highway, Hallandale Beach, Florida (Store #31). Income Taxes. Income tax for the thirteen weeks ended April 1, 2023 was an expense of $290,000, as compared to an expense of $353,000 for the thirteen weeks ended April 2, 2022. Net Income. Net income for the thirteen weeks ended April 1, 2023 increased $835,000 or 62.17% to $2,178,000 from $1,343,000 for the thirteen weeks ended April 2, 2022 due primarily due to increased revenue at our retail package liquor stores and restaurants partially offset by higher food costs and overall increased expenses. As a percentage of revenue, net income for the thirteen weeks ended April 1, 2023 is 4.97%, as compared to 3.33% in the thirteen weeks ended April 2, 2022. Net Income Attributable to Flanigan’s Enterprises, Inc. Stockholders. Net income attributable to Flanigan’s Enterprises, Inc. stockholders for the thirteen weeks ended April 1, 2023 increased $237,000 or 14.28% to $1,897,000 from $1,660,000 for the thirteen weeks ended April 2, 2022 due primarily to increased revenue at our retail package liquor stores and restaurants partially offset by higher food costs and overall increased expenses. As a percentage of revenue, net income attributable to stockholders for the thirteen weeks ended April 1, 2023 is 4.33%, as compared to 4.12% for the thirteen weeks ended April 2, 2022. Comparison of Twenty-Six Weeks Ended April 1, 2023 and April 2, 2022. Revenues . Total revenue for the twenty-six weeks ended April 1, 2023 increased $7,931,000 or 10.20% to $85,664,000 from $77,733,000 for the twenty-six weeks ended April 2, 2022 due primarily to increased package liquor store and restaurant sales, increased menu prices, revenue generated from the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, the opening of Brendan’s Sports Pub (Store #30) on June 2022, the opening of the package liquor store in Hollywood, Florida (Store #19P) in December 2022, and the comparatively less adverse effects of COVID-19 on our operations during the thirteen weeks ended April 1, 2023 as compared with the thirteen weeks ended April 2, 2022. Effective October 3, 2021 and then effective December 19, 2021 we increased menu prices for our food offerings to target an increase to our food revenues of approximately 2.38% and 3.34% annually, respectively, to offset higher food costs and higher overall expenses and effective December 12, 2021 we increased menu prices for our bar offerings to target an increase to our bar revenues of approximately 7.80% annually, (collectively the “Recent Price Increases”). Prior to these increases, we previously raised menu prices in the third quarter of our fiscal year 2021. 23 Table of Contents Restaurant Food Sales . Restaurant revenue generated from the sale of food, including non-alcoholic beverages, at restaurants totaled $51,880,000 for the twenty-six weeks ended April 1, 2023 as compared to $46,980,000 for the twenty-six weeks ended April 2, 2022. The increase in restaurant food sales during the twenty-six weeks ended April 1, 2023 as compared to restaurant food sales during the twenty-six weeks ended April 2, 2022 is attributable to the Recent Price Increases, restaurant food sales generated from the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, the opening of Brendan’s Sports Pub (Store #30) in June 2022 and the comparatively greater adverse effects of COVID-19 on our operations during the twenty-six weeks ended April 2, 2022 as compared with the twenty-six weeks ended April 1, 2023. Comparable weekly restaurant food sales (for restaurants open for all of the twenty-six weeks ended April 1, 2023 and April 2, 2022 respectively, which consists of nine restaurants owned by us and eight restaurants owned by affiliated limited partnerships, (excluding our Sunrise, Florida location (Store #85), and Brendan’s Sports Pub (Store #30), both of which opened for business during the second quarter of our fiscal year 2022) was $1,859,000 and $1,775,000 for the twenty-six weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 4.73%. Comparable weekly restaurant food sales for Company owned restaurants only (excluding Store #30 which opened for business during the second quarter of our fiscal year 2022), was $911,000 and $872,000 for the twenty-six weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 4.47%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only (excluding Store #85 which opened for business during the second quarter of our fiscal year 2022), was $948,000 and $903,000 for the twenty-six weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 4.98%. We expect that restaurant food sales, including non-alcoholic beverages, for the balance of our fiscal year 2023 will increase due to increased restaurant traffic and the opening for business of the 2023 Miramar Restaurant during the third quarter of fiscal year 2023. Restaurant Bar Sales . Restaurant revenue generated from the sale of alcoholic beverages at restaurants totaled $14,269,000 for the twenty-six weeks ended April 1, 2023 as compared to $12,676,000 for the twenty-six weeks ended April 2, 2022. The increase in restaurant bar sales during the twenty-six weeks ended April 1, 2023 is primarily due to the Recent Price Increases, restaurant bar sales generated from the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, the opening of Brendan’s Sports Pub (Store #30) in June 2022 and the comparatively more adverse effects of COVID-19 on our operations during the twenty-six weeks ended April 2, 2022 as compared with the twenty-six weeks ended April 1, 2023. Comparable weekly restaurant bar sales (for restaurants open for all of the twenty-six weeks ended April 1, 2023 and April 2, 2022 respectively, which consists of nine restaurants owned by us and eight restaurants owned by affiliated limited partnerships, (excluding our Sunrise, Florida location (Store #85), and Brendan’s Sports Pub (Store #30), both of which opened for business during the second quarter of our fiscal year 2022) was $508,000 and $485,000 for the twenty-six weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 4.74%. Comparable weekly restaurant bar sales for Company owned restaurants only was $219,000 and $214,000 for the twenty-six weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 2.34%. Comparable weekly restaurant food sales for affiliated limited partnership owned restaurants only (excluding Store #85 which opened for business during the second quarter of our fiscal year 2022), was $289,000 and $271,000 for the twenty-six weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 6.64%. We expect that restaurant bar sales for the balance of our fiscal year 2023 will increase due to increased restaurant traffic and the opening for business of the 2023 Miramar Restaurant during the third quarter of fiscal year 2023. Package Store Sales . Revenue generated from sales of liquor and related items at package liquor stores totaled $18,062,000 for the twenty-six weeks ended April 1, 2023 as compared to $16,659,000 for the twenty-six weeks ended April 2, 2022, an increase of $1,403,000. This increase was primarily due to increased package liquor store traffic due to what appears to be continued increased demand for package liquor store products resulting from the COVID-19 pandemic and package liquor sales generated rom the opening of our package liquor store in Hollywood, Florida (Store #19P) in December 2022. The weekly average of same store package liquor store sales, which includes nine (9) Company-owned package liquor stores, (excluding Store #19, which was closed for our fiscal years 2022 and 2021 due to a fire on October 2, 2018 but re-opened for business during the first quarter of our fiscal year 2023), was $677,000 and $649,000 for the twenty-six weeks ended April 1, 2023 and April 2, 2022, respectively, an increase of 4.31%. We expect that package liquor store sales for our fiscal year 2023 will increase due to increased package liquor store traffic and the opening of the package liquor stores located at 7990 Davie Road Extension, Hollywood, Florida (Store #19P) which opened for business during the first quarter of our fiscal year 2023 and 11225 Miramar Parkway, Miramar, Florida (Store #24) which opened for business during the second quarter of our fiscal year 2023. 24 Table of Contents Operating Costs and Expenses . Operating costs and expenses (consisting of cost of merchandise sold, payroll and related costs, occupancy costs and selling, general and administrative expenses), for the twenty-six weeks ended April 1, 2023 increased $6,638,000 or 8.84% to $81,756,000 from $75,118,000 for the twenty-six weeks ended April 1, 2023. The increase was primarily due to increased payroll and an expected general increase in food costs, costs and expenses incurred from the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, Brendan’s Sports Pub (Store #30) in June 2022, pre-opening expenses from our limited partnership owned restaurant in Miramar, Florida (Store #25) and pre-opening expenses from our package liquor store in Miramar, Florida (Store #24), 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 2023. Operating costs and expenses decreased as a percentage of total revenue to approximately 95.44% for the twenty-six weeks ended April 1, 2023 from 96.64% for the twenty-six weeks ended April 2, 2022. 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 twenty-six weeks ended April 1, 2023 increased to $44,133,000 from $37,949,000 for the twenty-six weeks ended April 2, 2022. Our gross profit margin for restaurant food and bar sales (calculated as gross profit reflected as a percentage of restaurant food and bar sales), was 66.72% for the twenty-six weeks ended April 1, 2023 and 63.61% for the twenty-six weeks ended April 2, 2022. Gross profit margin for restaurant food and bar sales increased during the twenty-six weeks of our fiscal year 2023 when compared to the twenty-six weeks of our fiscal year 2022 due among other things by the Recent Price Increases and decreases in our cost of ribs, partially offset by, among other things, higher food costs. Package Store Sales . Gross profit for package store sales for the twenty-six weeks ended April 1, 2023 increased to $4,866,000 from $4,450,000 for the twenty-six weeks ended April 2, 2022. Our gross profit margin (calculated as gross profit reflected as a percentage of package liquor store sales), for package store sales was 26.94% for the twenty-six weeks ended April 1, 2023 and 26.71% for the twenty-six weeks ended April 2, 2022. We anticipate that the gross profit margin for package liquor store merchandise will decrease during our fiscal year 2023 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 twenty-six weeks ended April 1, 2023 increased $3,543,000 or 14.60% to $27,810,000 from $24,267,000 for the twenty-six weeks ended April 2, 2022. Payroll and related costs for the twenty-six weeks ended April 1, 2023 were higher due primarily to the opening of our limited partnership owned restaurant in Sunrise, Florida (Store #85) in March 2022, Brendan’s Sports Pub (Store #30) in June 2022, the retail package liquor store in Hollywood, Florida (Store #19P) in December 2022 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 32.46% in the twenty-six weeks ended April 1, 2023 and 31.22% of total revenue in the twenty-six weeks ended April 2, 2022. 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 twenty-six weeks ended April 1, 2023 increased $313,000 or 9.17% to $3,726,000 from $3,413,000 for the twenty-six weeks ended April 2, 2022. The increase in occupancy costs was primarily due to the payment of rent for our retail package liquor store located at 11225 Miramar Parkway, #245, Miramar, Florida (Store #24) and our restaurant location which we are developing located at 11225 Miramar Parkway, #250, Miramar, Florida (Store #25) during the twenty-six weeks of our fiscal year 2023, as opposed to a part of the twenty-six weeks of our fiscal year 2022 and the payment of rent for the twenty-six weeks of our fiscal year 2023 for Brendan’s Sports Pub (Store #30) which we acquired and opened for business in June 2022. 25 Table of Contents Selling, General and Administrative Expenses. Selling, general and administrative expenses (consisting of general corporate expenses, including but not limited to advertising, insurance, professional costs, clerical and administrative overhead) for the twenty-six weeks ended April 1, 2023 increased $1,486,000 or 10.99% to $15,008,000 from $13,522,000 for the twenty-six weeks ended April 2, 2022 due primarily to Store #19P, Store #30 and Store #85 being open for the twenty-six weeks ended April 1, 2023 only, inflation and otherwise to increases in expenses across all categories. Selling, general and administrative expenses increased as a percentage of total revenue for the twenty-six weeks ended April 1, 2023 to 17.52% as compared to 17.40% for the twenty-six weeks ended April 2, 2022. Depreciation and Amortization. Depreciation and amortization expense for the twenty-six weeks ended April 1, 2023, which is included in selling, general and administrative expenses, increased $258,000 or 18.16% to $1,679,000 from $1,421,000 from the twenty-six weeks ended April 2, 2022. As a percentage of total revenue, depreciation and amortization expense was 1.96% of revenue in the twenty-six weeks ended April 1, 2023 and 1.83% of revenue in the twenty-six weeks ended April 2, 2022. Interest Expense, Net . Interest expense, net, for the twenty-six weeks ended April 1, 2023 increased $167,000 to $537,000 from $370,000 for the twenty-six weeks ended April 2, 2022. Interest expense, net, increased for the twenty-six weeks ended April 1, 2023 due to the interest on our borrowing of $8,900,000 during the fourth quarter of our fiscal year 2022 from an unrelated third party lender to re-finance the mortgage loan on our property located at 4 N. Federal Highway, Hallandale Beach, Florida (Store #31). Income Taxes. Income tax for the twenty-six weeks ended April 1, 2023 was an expense of $353,000, as compared to an expense of $500,000 for the twenty-six weeks ended April 2, 2022. Net Income. Net income for the twenty-six weeks ended April 1, 2023 decreased $2,229,000 or 42.21% to $3,052,000 from $5,281,000 for the twenty-six weeks ended April 2, 2022 due primarily to the income attributable to the forgiveness of debt of certain of our 2 nd PPP Loans during the first quarter ended January 1, 2022, higher food costs and overall increased expenses during the twenty-six weeks ended April 1, 2023, partially offset by increased revenue at our retail package liquor stores and restaurants and the Recent Price Increases. As a percentage of revenue, net income for the twenty-six weeks ended April 1, 2023 is 3.56%, as compared to 6.79% in the twenty-six weeks ended April 2, 2022. Net Income Attributable to Flanigan’s Enterprises, Inc. Stockholders. Net income attributable to Flanigan’s Enterprises, Inc. stockholders for the twenty-six weeks ended April 1, 2023 decreased $703,000 or 21.81% to $2,521,000 from $3,224,000 for the twenty-six weeks ended April 2, 2022 due primarily to the income attributable to the forgiveness of debt of certain of our 2 nd PPP Loans during the first quarter ended January 1, 2022, higher food costs and overall increased expenses during the twenty-six weeks ended April 1, 2023, partially offset by increased revenue at our retail package liquor stores and restaurants and the Recent Price Increases. As a percentage of revenue, net income attributable to stockholders for the twenty-six weeks ended April 1, 2023 is 2.94%, as compared to 4.15% for the twenty-six weeks ended April 2, 2022. 26 Table of Contents New Limited Partnership Restaurants As new restaurants open, our income from operations will be adversely affected due to our obligation to advance pre-opening costs, including but not limited to pre-opening rent for the new locations. During the twenty-six weeks ended April 1, 2023, we had one new restaurant location in Miramar, Florida in the development stage, which location will house a new “Flanigan’s”. Rent for the new restaurant location in Miramar, Florida commenced during the second quarter of our fiscal year 2022 and the restaurant opened for business subsequent to the end of the second quarter of our fiscal year 2023. Menu Price Increases and Trends During the twenty-six weeks ended April 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 20, 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. During the twenty-six weeks ended January 1, 2022, we increased menu prices for our food offerings (effective October 3, 2021 and December 19, 2021, respectively) to target an aggregate increase to our food revenues of approximately 8.83% annually and we increased menu prices for our bar offerings (effective December 12, 2021) to target an increase to our bar revenues of approximately 7.80% annually to offset higher food and liquor costs and higher overall expenses. Prior to these increases, we previously raised menu prices in the third quarter of our fiscal year 2021. COVID-19 has and will continue to materially and adversely affect our restaurant business for what may be a prolonged period of time. This damage and disruption has resulted from events and factors that were impossible for us to predict and are beyond our control. As a result, COVID-19 has materially adversely affected our results of operations for the twenty-six weeks ended April 1, 2023 and will, in all likelihood, impact our results of operations, liquidity and/or financial condition throughout the balance of our fiscal year 2023. The extent to which our restaurant business may be adversely impacted and its effect on our operations, liquidity and/or financial condition cannot be accurately predicted. Based on current COVID-19 trends, the Department of Health and Human Services (HHS) is planning for the federal Public Health Emergency for COVID-19 (PHE) declared by the Secretary of the Department of Health and Human Services (Secretary) under Section 319 of the Public Health Service (PHS) Act to expire at the end of the day on May 11, 2023. Liquidity and Capital Resources We fund our operations through cash from operations and borrowings from third parties. As of April 1, 2023, we had cash and cash equivalents of approximately $37,764,000, a decrease of $4,374,000 from our cash balance of $42,138,000 as of October 1, 2022. During the second quarter of our fiscal year 2021, certain of the entities owning the limited partnership stores (the “LP’s”), as well as the store we manage but do not own (the “Managed Store”) (collectively, the “Borrowers”), applied for and received loans from an unrelated third party lender (the “Lender”) pursuant to the Paycheck Protection Program (the “PPP”) under the United States Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted March 27, 2020, in the aggregate principal amount of approximately $3.98 million (the “2 nd PPP Loans”), of which approximately: (i) $3.46 million was loaned to six (6) of the LP’s; and (ii) $0.52 million was loaned to the Managed Store. During the first quarter of our fiscal year 2022, we applied for forgiveness for all PPP Loans, including the Managed Store, and as of April 1, 2023, the entire amount of principal and accrued interest was forgiven under the 2 nd PPP Loans. 27 Table of Contents 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. Notwithstanding the negative effects of COVID-19 on our operations, we believe that our current cash availability from our cash on hand, positive cash flow from operations and borrowed funds will be sufficient to fund our operations and planned capital expenditures for at least the next twelve months. Cash Flows The following table is a summary of our cash flows for the twenty-six weeks ended April 1, 2023 and April 2, 2022. ---------Twenty-Six Weeks Ended-------- April 1, 2023 April 2, 2022 (in thousands) Net cash provided by operating activities $ 4,194 $ 7,190 Net cash used in investing activities (5,273 ) (4,574 ) Net cash used in financing activities (3,295 ) (5,374 ) Net (Decrease) Increase in Cash and Cash Equivalents (4,374 ) 7,990 Cash and Cash Equivalents, Beginning 42,138 32,676 Cash and Cash Equivalents, Ending $ 37,764 $ 40,666 We did not declare or pay a cash dividend on our capital stock during the twenty-six weeks ended April 1, 2023. During the twenty-six weeks ended April 2, 2022, our Board of Directors declared a cash dividend of $1.00 per share to shareholders of record on March 31, 2022 and was made payable on April 19, 2022. 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 twenty-six weeks ended April 1, 2023, we acquired property and equipment and construction in progress of $3,698,000, (of which $114,000 was purchase deposits transferred to property and equipment and $439,000 was purchase deposits transferred to construction in process as of October 1, 2022) including $105,000 for renovations to two (2) existing limited partnership owned restaurants and $187,000 for renovations to three (3) Company owned restaurants. During the twenty-six weeks ended April 2, 2022, we acquired property and equipment and construction in progress of $4,111,000, (of which $353,000 was deposits recorded in other assets as of October 2, 2021 and $331,000 was construction in progress in accounts payable), including $717,000 for renovations to three (3) existing limited partnership owned restaurants and $82,000 for one (1) Company owned restaurant. 28 Table of Contents We anticipate the cost of this refurbishment in the remainder of fiscal year 2023 will be approximately $650,000, excluding construction/renovations to Store #19R (our restaurant which is being rebuilt due to damages caused by a fire) and Store #24 (our Miramar, Florida package store location in development), although capital expenditures for our refurbishing program for fiscal year 2023 may be significantly higher. Long Term Debt As of April 1, 2023, we had long term debt of $23,732,000, as compared to $25,389,000 as of October 1, 2022. Our long term debt decreased as of April 1, 2023 as compared to October 1, 2022 because we satisfied the principal balance and all accrued interest ($367,000) due on our $5.5 million term loan. In addition, we did not finance our insurance premiums for our annual insurance renewal effective December 30, 2022. 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 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 April 1, 2023 our ratio was calculated to be 1.35 to 1.00. As a result, our classification of debt is appropriate as of April 1, 2023. 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 10K for the year ended October 1, 2022. Construction Contracts (a) 2505 N. University Drive, Hollywood, Florida (Store #19 – “Flanigan’s”) During the third quarter of our fiscal year 2019, we entered into an agreement with an unaffiliated third party architect for design and development services totaling $77,000 for the re-build of our restaurant located at 2505 N. University Drive, Hollywood, Florida (Store #19), which has been closed since October 2, 2018 due to damages caused by a fire, of which $62,000 has been paid. 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 at this location totaling $2,515,000, of which $302,000 has been paid through April 1, 2023 and $314,000 has been paid subsequent to the end of the second quarter of our fiscal year 2023 through the date of filing this quarterly report. 29 Table of Contents (b) 14301 W. Sunrise Boulevard, Sunrise, Florida (Store #85 – “Flanigan’s”) During the second quarter of our fiscal year 2022, we entered into an agreement with a third party unaffiliated general contractor for exterior renovations at this location totaling $ 343,000 and through the end of the second quarter of our fiscal year 2023 we agreed to change orders to the agreement increasing the total contract price by $327,000 to $670,000, of which $417,000 has been paid through April 1, 2023 and an additional $114,000 has been paid subsequent to the end of the second quarter of our fiscal year 2023 through the date of filing of this quarterly report. (c) 11225 Miramar Parkway, #250, Miramar, Florida (“Flanigan’s”) During the second quarter of our fiscal year 2022, we entered into an agreement with a third party unaffiliated general contractor for interior renovations at this location totaling $1,421,000, and through the second quarter of our fiscal year 2023 we agreed to change orders to the agreement increasing the total contract price by $426,000 to $1,847,000 of which $1,663,000 has been paid through April 1, 2023 and $13,000, has been paid subsequent to the end of the second quarter of our fiscal year 2023 through the date of filing of this quarterly report. Purchase Commitments In order to fix the cost and ensure adequate supply of baby back ribs for our restaurants for calendar year 2023, we entered into a purchase agreement with our current rib supplier, whereby we agreed to purchase approximately $6.8 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 2023, at a prescribed cost, which we believe is competitive. The decrease in our cost of baby back ribs for calendar year 2023 compared to calendar year 2022 ($10.4 million) is due to a decrease in market price. While we anticipate purchasing all of our rib supply from this vendor, we believe there are several other alternative vendors available, if needed. Working Capital The table below summarizes the current assets, current liabilities, and working capital for our fiscal quarter ended April 1, 2023, and our fiscal year ended October 1, 2022. Item April 1, 2023 Oct. 1, 2022 (in Thousands) Current Assets $ 47,920 $ 50,893 Current Liabilities 21,887 22,176 Working Capital $ 26,033 $ 28,717 30 Table of Contents Our working capital decreased during our fiscal quarter ended April 1, 2023 from our working capital for our fiscal year ended October 1, 2022 primarily due to increases in (i) purchases of property and equipment; (ii) deposits on property and equipment; and (iii) deferred revenue. While there can be no assurance due to, among other things, unanticipated expenses or unanticipated decline in revenues, or both, we believe that our cash on hand, positive cash flow from operations and borrowed funds will adequately fund operations, debt reductions and planned capital expenditures throughout our fiscal year 2023. Off-Balance Sheet Arrangements The Company does not have off-balance sheet arrangements. Critical Accounting Policies During the twenty-six weeks ended April 1, 2023, we have not made any change to our critical accounting policies. See Item 7, page 51 of our Annual Report on Form 10-K for our fiscal year ended October 1, 2022 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We do not ordinarily hold market risk sensitive instruments for trading purposes and as of April 1, 2023 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 this Annual Report on Form 10-K for our fiscal year ended October 1, 2022, 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 April 1, 2023, we had one variable rate instrument outstanding that is impacted by changes in interest rates. 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 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 at April 1, 2023, the interest rate swap agreement is an effective hedging agreement and the fair value was not material. 31 Table of Contents During the twenty-six weeks ended April 1, 2023 we invested the aggregate sum of $600,000 in 90 day certificates of deposit, fully government guaranteed and at an average fixed annual interest rate of 4.52%. Otherwise, at April 1, 2023, 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. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of April 1, 2023, 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 material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of April 1, 2023. Material Weakness in Internal Control Over Financial Reporting A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our interim or annual financial statements will not be prevented or detected on a timely basis. 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. As a result of these errors we have concluded that we do not have a sufficient complement of trained and knowledgeable accounting personnel to prevent and detect errors on a timely basis and that this deficiency constitutes a material weakness in our internal control over financial reporting as of April 1, 2023. Subsequent to the twenty-six weeks ended April 1, 2023, we began the process of addressing this material weakness by engaging qualified accounting consultants who have been brought on to enhance our internal controls over financial reporting. These individuals are licensed CPA’s with appropriate levels of knowledge and experience in public accounting. 32 Table of Contents Changes in Internal Control Over Financial Reporting During the thirteen weeks ended April 1, 2023, 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. However, we are in the process of designing and planning to enhance certain controls to address the material weakness discussed above. There is no assurance that this process will result in remediation of the material weakness or prevent other material weaknesses from arising in the future. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See “Litigation” on page 12 of this Report and Item 1 and Item 3 to Part 1 of the Annual Report on Form 10-K for the fiscal year ended October 1, 2022 for a discussion of other legal proceedings resolved in prior years. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Purchase of Company Common Stock During the twenty-six weeks ended April 1, 2023 and April 2, 2022, we did not purchase any shares of our common stock. As of April 1, 2023, we still have authority to purchase 65,414 shares of our common stock under the discretionary plan approved by the Board of Directors at its meeting on May 17, 2007. ITEM 6. EXHIBITS The following exhibits are filed with this Report: Exhibit Description 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended . 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. List of XBRL documents as exhibits 101 33 Table of Contents SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FLANIGAN'S ENTERPRISES, INC. Date: May 16, 2023 /s/ James G. Flanigan JAMES G. FLANIGAN, Chief Executive Officer and President /s/ Jeffrey D. Kastner JEFFREY D. KASTNER, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) 34