3 unchanged sentences
combination restaurant/package liquor stores and a sports bar that we either own or have operational control over and partial ownership
−Removed: and franchises an additional five units, consisting of two restaurants (one of which we operate) and three combination restaurant/package
+Added: and (ii) franchises an additional five units, consisting of two restaurants (one of which we operate) and three combination restaurant/package
liquor stores.
6 unchanged sentences
or (iii) the unit is franchised by us), as of September
−Removed: 30, 2023 and as compared to October 1, 2022.
−Removed: With the exception of “The Whale’s Rib”, a restaurant we operate but do
−Removed: not own, and “Brendan’s Sports Pub” a restaurant/bar we own, all of the restaurants operate under our service marks
+Added: 28, 2024 and as compared to September 30, 2023.
+Added: With the exception of “The Whale’s Rib,” a restaurant we operate but
+Added: 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”.
+Added: September 28,
+Added: September 30,
TYPES OF UNITS
8 unchanged sentences
Franchised Units
−Removed: ____________________
−Removed: (1) During the third quarter of our fiscal year 2022,
−Removed: we entered into a new lease for the business premises and purchased the assets of a restaurant/bar known as “Brendan’s Sports
−Removed: Pub” located at 868 S.
−Removed: Federal Highway, Pompano Beach, Florida and began operating the location under its current trade name.
−Removed: (2) During the first quarter of our fiscal year 2019,
−Removed: our combination package liquor store and restaurant located at 2505 N.
−Removed: University Drive, Hollywood, Florida (Store #19), was damaged by
−Removed: a fire which has caused it to be closed since the first quarter of our fiscal year 2019.
−Removed: During the first quarter of our fiscal year 2023,
−Removed: we opened our newly built stand-alone package liquor store on this site replacing our package liquor store destroyed by fire and previously
−Removed: operating here (Store #19P).
−Removed: We are constructing a stand-alone restaurant building on this site (adjacent to the package liquor store),
−Removed: replacing our restaurant destroyed by fire and previously operating here (Store #19R).
−Removed: This restaurant was not operational during our
−Removed: fiscal year 2023, but we believe this restaurant will be operational during our fiscal year 2024.
−Removed: (3) During the second quarter of our fiscal year 2023,
−Removed: our package liquor store located at 11225 Miramar Parkway #245, Miramar, Florida (Store #24) opened for business.
−Removed: (4) During the second quarter of our fiscal year 2022,
−Removed: our limited partnership owned restaurant located at 14301 West Sunrise Boulevard, Sunrise, Florida (Store #85) opened for business (the
−Removed: “2022 Sunrise Restaurant”).
−Removed: During the third quarter of our fiscal year 2023, our limited partnership owned restaurant located
−Removed: at 11225 Miramar Parkway #250, Miramar, Florida (Store #25) opened for business (the “2023 Miramar Restaurant”).
+Added: (1) During the first quarter of our fiscal
+Added: year 2019, our combination package liquor store and restaurant located at 2505 N.
+Added: University Drive, Hollywood, Florida (Store #19), was
+Added: damaged by a fire which caused it to be closed since the first quarter of our fiscal year 2019.
+Added: During the first quarter of our fiscal
+Added: year 2023, we opened our newly built stand-alone package liquor store on this site (2505 N.
+Added: University Drive, Building A, Hollywood, Florida)
+Added: (Store #19P), replacing our package liquor store destroyed by fire and previously operating here.
+Added: Store #19P is now reflected in the above
+Added: chart as a stand-alone liquor store, rather than as a combination unit.
+Added: Store #19R, a stand-alone restaurant building on this site, (2505
+Added: University Drive, Building B, Hollywood, Florida) opened on March 26, 2024 (adjacent to the package liquor store), and replaced our
+Added: restaurant destroyed by fire and previously operating here.
+Added: Store #19R is now reflected in the above chart as a stand-alone restaurant,
+Added: rather than as a combination unit.
(2) We operate a restaurant for one (1) franchisee.
18 unchanged sentences
Our restaurants
−Removed: and our new sports bar establishment offer alcoholic beverages and food service with abundant portions and reasonable prices, served in
−Removed: a relaxed, friendly and casual atmosphere.
+Added: and our sports bar establishment offer alcoholic beverages and food service with abundant portions and reasonable prices, served in a
+Added: relaxed, friendly and casual atmosphere.
We conduct our operations directly
4 unchanged sentences
Flanigan’s Management Services, Inc.
−Removed: Flanigan’s Enterprises, Inc.
−Removed: Flanigan’s Enterprises of N.
CIC Investors #13, Limited Partnership
60 unchanged sentences
Company-Owned Restaurants .
−Removed: We own and operate nine restaurants all under our service mark “Flanigan’s Seafood Bar and Grill” three of which are jointly
−Removed: operated with package liquor stores we own.
−Removed: We are constructing a stand-alone restaurant to be located in Hollywood, Florida to replace
−Removed: our restaurant destroyed by fire.
−Removed: We believe this restaurant will be operational during our fiscal year 2024.
+Added: As of our fiscal year ended September 28, 2024, we own and operate eleven restaurants all under our service mark “Flanigan’s
+Added: Seafood Bar and Grill” two of which are jointly operated with package liquor stores we own.
Franchised Restaurants .
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partner in these limited partnerships, we are the sole general partner of ten of these limited partnerships and manage and control the
−Removed: operations of these restaurants.
−Removed: We are only a limited partner in the limited partnership which owns and operates the restaurant located
−Removed: in Fort Lauderdale, Florida.
+Added: operations of these restaurants except for the restaurant located in Fort Lauderdale, Florida where we only hold a limited partnership
Generally, the terms of the limited partnership agreements
11 unchanged sentences
As of September 28, 2024, all limited partnerships, with
−Removed: the exception of the 2022 Sunrise Restaurant, which opened for business in March, 2022 and the 2023 Miramar Restaurant, which opened for
−Removed: business in April, 2023, have returned all cash invested and we receive an annual management fee equal to one-half (½) of the cash
−Removed: available for distribution by the limited partnership.
−Removed: In addition to receipt of distributable amounts from the limited partnerships,
−Removed: we receive a fee equal to 3% of gross sales for use of our service marks “Flanigan’s Seafood Bar and Grill” or “Flanigan’s”,
−Removed: which use is authorized while we act as general partner only.
−Removed: This 3% fee is “earned” when sales are made by the limited partnerships
−Removed: and is paid weekly, in arrears.
−Removed: Whether we will have any additional restaurants under development in the future will be dependent, among
−Removed: other things, on market conditions and our ability to raise capital.
−Removed: We anticipate that we will continue to form limited partnerships
−Removed: to raise funds to own and operate restaurants under our service marks “Flanigan’s Seafood Bar and Grill” or “Flanigan’s”
−Removed: using the same or substantially similar financial arrangements.
+Added: the exception of the limited partnership which owns the restaurant in Sunrise, Florida (Store #85), which opened for business in March
+Added: 2022 and the limited partnership which owns the restaurant in Miramar, Florida (Store #25), which opened for business in April 2023, have
+Added: returned all cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution
+Added: by the limited partnership.
+Added: In addition to receipt of distributable amounts from
+Added: the limited partnerships, we receive a fee equal to 3% of gross sales for use of our service marks “Flanigan’s Seafood Bar
+Added: and Grill” or “Flanigan’s”, which use is authorized while we act as general partner only.
+Added: This 3% fee is “earned”
+Added: when sales are made by the limited partnerships and is paid weekly, in arrears.
+Added: Whether we will have any additional restaurants in the
+Added: future will be dependent, among other things, on market conditions and our ability to raise capital.
+Added: We anticipate that we will continue
+Added: to form limited partnerships to raise funds to own and operate restaurants under our service marks “Flanigan’s Seafood Bar
+Added: and Grill” or “Flanigan’s” using the same or substantially similar financial arrangements.
Below is information on the eleven
4 unchanged sentences
Seafood Bar and Grill” service mark since March 6, 1998.
−Removed: 33.3% of the remaining limited partnership interest is owned by persons
−Removed: who are either our officers, directors or their family members.
−Removed: This limited partnership has returned to its investors all of their initial
−Removed: cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
+Added: 33.3% of the limited partnership interest is owned by persons who are either
+Added: our officers, directors or their family members.
+Added: This limited partnership has returned to its investors all of their initial cash invested
+Added: and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.
Kendall, Florida
2 unchanged sentences
Seafood Bar and Grill” service mark since April 4, 2000.
−Removed: 28.3% of the remaining limited partnership interest is owned by persons
−Removed: who are either our officers, directors or their family members.
−Removed: This limited partnership has returned to its investors all of their initial
−Removed: cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
+Added: 28.3% of the limited partnership interest is owned by persons who are either
+Added: our officers, directors or their family members.
+Added: This limited partnership has returned to its investors all of their initial cash invested
+Added: and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.
West Miami, Florida
2 unchanged sentences
Seafood Bar and Grill” service mark since October 11, 2001.
−Removed: 32.7% of the remaining limited partnership interest is owned by persons
−Removed: who are either our officers, directors or their family members.
−Removed: This limited partnership has returned to its investors all of their initial
−Removed: cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
+Added: 32.7% of the limited partnership interest is owned by persons who are
+Added: either our officers, directors or their family members.
+Added: This limited partnership has returned to its investors all of their initial cash
+Added: invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
Wellington, Florida
2 unchanged sentences
Seafood Bar and Grill” service mark since May 27, 2005.
−Removed: 22.4% of the remaining limited partnership interest is owned by persons
−Removed: who are either our officers, directors or their family members.
−Removed: This limited partnership has returned to its investors all of their initial
−Removed: cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
+Added: 21.9% of the limited partnership interest is owned by persons who are either
+Added: our officers, directors or their family members.
+Added: This limited partnership has returned to its investors all of their initial cash invested
+Added: and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.
Pinecrest, Florida
2 unchanged sentences
Seafood Bar and Grill” service mark since August 14, 2006.
−Removed: 20.2% of the remaining limited partnership interest is owned by persons
−Removed: who are either our officers, directors or their family members.
−Removed: This limited partnership has returned to its investors all of their initial
−Removed: cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
+Added: 19.4% of the limited partnership interest is owned by persons who are
+Added: either our officers, directors or their family members.
+Added: This limited partnership has returned to its investors all of their initial cash
+Added: invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.
Pembroke Pines, Florida
2 unchanged sentences
Seafood Bar and Grill” service mark since October 29, 2007.
−Removed: 23.8% of the remaining limited partnership interest is owned by persons
−Removed: who are either our officers, directors or their family members.
−Removed: This limited partnership has returned to its investors all of their initial
−Removed: cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
+Added: 23.0% of the limited partnership interest is owned by persons who are
+Added: either our officers, directors or their family members.
+Added: This limited partnership has returned to its investors all of their initial cash
+Added: invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.
Davie, Florida
2 unchanged sentences
Seafood Bar and Grill” service mark since July 28, 2008.
−Removed: 12.3% of the remaining limited partnership interest is owned by persons
−Removed: who are either our officers, directors or their family members.
−Removed: This limited partnership has returned to its investors all of their initial
−Removed: cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
+Added: 12.0% of the limited partnership interest is owned by persons who are either
+Added: our officers, directors or their family members.
+Added: This limited partnership has returned to its investors all of their initial cash invested
+Added: and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.
Miami, Florida
2 unchanged sentences
Seafood Bar and Grill” service mark since December 27, 2012.
−Removed: 26.8% of the remaining limited partnership interest is owned by persons
−Removed: who are either our officers, directors or their family members.
−Removed: This limited partnership has returned to its investors all of their initial
−Removed: cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited
+Added: 26.3% of the limited partnership interest is owned by persons who are
+Added: either our officers, directors or their family members.
+Added: This limited partnership has returned to its investors all of their initial cash
+Added: invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited partnership.
Sunrise, Florida
2 unchanged sentences
service mark since March 22, 2022.
−Removed: 31.3% of the remaining limited partnership interest is owned by persons who are either our officers,
−Removed: directors or their family members.
+Added: 32.1% of the limited partnership interest is owned by persons who are either our officers, directors
+Added: or their family members.
As of the end of our fiscal year 2024, this limited partnership has returned to its investors approximately 19.0%
10 unchanged sentences
Fort Lauderdale, Florida
−Removed: A corporation owned by one of
−Removed: our board members acts as sole general partner of a limited partnership which has owned and operated a restaurant in Fort Lauderdale,
+Added: A corporation owned by one
+Added: of our board members acts as sole general partner of a limited partnership which has owned and operated a restaurant in Fort Lauderdale,
Florida under our “Flanigan’s Seafood Bar and Grill” service mark since April 1, 1997.
1 unchanged sentence
interest in this limited partnership.
−Removed: 31.9% of the remaining limited partnership interest is owned by persons who are either our officers,
−Removed: directors or their family members.
−Removed: This limited partnership has returned to its investors all cash invested, but since we are not the
−Removed: general partner of this limited partnership, we do not receive an annual management fee.
−Removed: We have a franchise arrangement with this limited
−Removed: partnership and for accounting purposes, we do not consolidate the operations of this limited partnership into our operations.
+Added: 56.9% of the limited partnership interest is owned by persons who are either our officers, directors
+Added: or their family members.
+Added: This limited partnership has returned to its investors all cash invested, but since we are not the general partner
+Added: of this limited partnership, we do not receive an annual management fee.
+Added: We have a franchise arrangement with this limited partnership
+Added: and for accounting purposes, we do not consolidate the operations of this limited partnership into our operations.
Management Agreement for “The Whale’s Rib” Restaurant
5 unchanged sentences
the operation of the restaurant.
−Removed: For our fiscal years ended September 30, 2023 and October 1, 2022, we generated $400,000 of revenue each
−Removed: fiscal year from providing these management services.
+Added: For our fiscal years ended September 28, 2024 and September 30, 2023, we generated $200,000 and $400,000
+Added: respectively of revenue each fiscal year from providing these management services.
Operations and Management
35 unchanged sentences
be available to each restaurant.
−Removed: Orders for food products are prepared by each restaurant's kitchen manager and reviewed by the restaurant's
−Removed: general manager before orders are placed.
+Added: Orders for food products are regularly prepared by each restaurant's kitchen manager and reviewed by
+Added: the restaurant's general manager before orders are placed.
Food is delivered by the supplier directly to each restaurant.
−Removed: Orders are placed several times
−Removed: a week to ensure product freshness.
+Added: Orders are placed
+Added: several times a week to ensure product freshness.
Food inventory is primarily paid for monthly.
−Removed: We purchase food and other commodities for use in our
−Removed: operations based on market prices established with our suppliers.
−Removed: Many of the food products purchased by us can be subject to price volatility
−Removed: due to market supply and demand factors outside of our control.
−Removed: We mitigate the risk of supply shortages and obtain competitive prices
−Removed: by utilizing multiple qualified suppliers for substantially all our food products.
+Added: We purchase food and other commodities
+Added: for use in our operations based on market prices established with our suppliers.
+Added: Many of the food products purchased by us can be subject
+Added: to price volatility due to market supply and demand factors outside of our control.
+Added: We mitigate the risk of supply shortages and obtain
+Added: competitive prices by utilizing multiple qualified suppliers for substantially all our food products.
We negotiate short-term and long-term
2 unchanged sentences
possibility of entering into arrangements to assist us in managing risk and variability associated with the supply and demand of food
−Removed: In order to fix the cost and ensure
−Removed: adequate supply of baby back ribs for our restaurants for calendar years 2023 and 2024, we entered into purchase agreements with our current
−Removed: rib supplier, whereby we agreed to purchase approximately $6.8 million and $7.0 million of “2.25 & Down Baby Back Ribs”
−Removed: (industry jargon for the weight range in which slabs of baby back ribs are sold) from this vendor during calendar years 2023 and 2024
−Removed: respectively, at prescribed costs, which we believe are competitive.
−Removed: The increase in our cost of baby back ribs for calendar year 2024
−Removed: compared to calendar year 2023 is due to our purchase of ribs for Store #25, Miramar, Florida being open for the entire calendar year
−Removed: and Store #19, Hollywood, Florida anticipated to be open for a part of the calendar year, offset by a decrease in market price.
+Added: In order to fix the cost and ensure adequate supply
+Added: of baby back ribs for our restaurants for calendar year 2025, we entered into a purchase agreement with a new rib supplier, whereby we
+Added: agreed to purchase approximately $7.8 million of “2.5 & Down Baby Back Ribs” (weight range in which baby back ribs are
+Added: sold) during calendar year 2025, at a prescribed cost, which we believe is competitive.
+Added: For calendar year 2024, we entered into a purchase
+Added: agreement with our current rib supplier, whereby we agreed to purchase approximately $7.0 million of “2.25 & Down Baby Back
+Added: Ribs” during calendar year 2024, at a prescribed cost, which we also believe is competitive.
+Added: The increase in our cost of baby back
+Added: ribs for calendar year 2025 compared to calendar year 2024 is due to our purchase of larger sized baby back ribs and the purchase of baby
+Added: back ribs for Store #19R, Hollywood, Florida for the entire calendar year, offset by a decrease in market price.
While we anticipate purchasing
−Removed: all of our rib supply from this vendor, we believe there are several other alternative vendors available, if needed.
+Added: all of our rib supply from this new vendor, we believe there are several other alternative vendors available, if needed.
Information Technology
10 unchanged sentences
our onsite and external data centers, so all data is replicated nightly between the sites.
−Removed: We require cybersecurity awareness training for all staff members with
−Removed: access to our cyber systems.
+Added: We require cybersecurity awareness training for all
+Added: staff members with access to our cyber systems.
We also maintain cyber risk insurance coverage to further reduce our risk profile.
−Removed: Security of our financial
−Removed: data and other sensitive information remains a high priority for us, led by our information technology department.
−Removed: In an effort to further
−Removed: secure our customers’ credit card information, we employ an encryption and tokenization platform for all credit card transactions
−Removed: in our restaurants, ensuring no credit card data is stored in our internal systems.
−Removed: We also transact business through online ordering
−Removed: for both our restaurants and package liquor stores through third party vendors.
+Added: of our financial data and other sensitive information remains a high priority for us, led by our information technology department.
+Added: an effort to further secure our customers’ credit card information, we employ an encryption and tokenization platform for all credit
+Added: card transactions in our restaurants, ensuring no credit card data is stored in our internal systems.
+Added: We also transact business through
+Added: online ordering for both our restaurants and package liquor stores through third party vendors.
(See Item 1A.
−Removed: Risk Factors and the discussion of cybersecurity
−Removed: risks on page 12.)
+Added: Risk Factors and the discussion
+Added: of cybersecurity risks and Item 1C information on cybersecurity risk management.)
Government Regulation
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The restaurant liquor licenses held by us allow the
−Removed: sale of liquor for on premises consumption only, (the “4 COP SFS Liquor License”).
+Added: sale of liquor for on premises consumption only.
All licenses must be renewed annually
35 unchanged sentences
By complying with the educational and
−Removed: other requirements of the TRAC agreement, we reduce the likelihood of potential employer-only FICA
−Removed: (Federal Insurance Contributions Act) tax assessments for unreported or underreported tips.
+Added: other requirements of the TRAC agreement, we reduce the likelihood of potential employer-only Federal
+Added: Insurance Contributions Act (FICA tax assessments for unreported or underreported tips.
We are not under investigation or audit, nor
33 unchanged sentences
We consider our labor relations to be favorable.
−Removed: key aspect of our culture is giving back to the communities where our staff live and work, and uniting our staff members around
−Removed: charitable causes personal to them.
−Removed: We periodically donate to philanthropic organizations through campaigns designed to engage our
−Removed: staff company-wide service programs, as follows:
+Added: key aspect of our culture is giving back to the communities where our staff live and work, and uniting our staff members around charitable
+Added: causes personal to them.
+Added: We periodically donate to philanthropic organizations through campaigns designed to engage our staff company-wide
+Added: service programs, as follows:
Breast Cancer Awareness – We donate $10,000 annually to local Breast Cancer Support organizations.
−Removed: Donated over $100,000 to HOPE mission.
+Added: Donated over $100,000 in total to HOPE mission.
Money is used for disaster and hunger relief all over the world, youth outreach, and community building.
7 unchanged sentences
We also believe our
−Removed: sustainability programs and initiatives like restaurant-based composting and recycling and replacing our off-premise packaging with materials
−Removed: that reduce the use of plastics and improve recyclability serve to foster pride in our staff.
+Added: sustainability programs and initiatives like restaurant-based recycling and replacing our off-premise packaging with materials that reduce
+Added: the use of plastics and improve recyclability serve to foster pride in our staff.
Executive Officers
−Removed: Positions and Offices
−Removed: Currently Held
+Added: Positions and Offices Currently Held
Office or Position
−Removed: Chairman of the Board of Directors, Chief Executive Officer and
+Added: Chairman of the Board of Directors, Chief Executive Officer and President
Chief Operating Officer and Executive Vice President
14 unchanged sentences
may make discretionary profit sharing and/or matching contributions.
−Removed: During our fiscal years ended September 30, 2023 and October 1, 2022,
+Added: During our fiscal years ended September 28, 2024 and September 30,
2023, the Board of Directors approved discretionary matching contributions totaling $74,000 and $70,000, respectively.
−Removed: Coronavirus Pandemic
−Removed: In March 2020, a novel strain
−Removed: of coronavirus was declared a global pandemic and a National Public Health Emergency.
−Removed: The novel coronavirus pandemic, (“COVID-19”)
−Removed: adversely affected and will, in all likelihood continue to adversely affect our restaurant operations and financial results for the foreseeable
−Removed: The Department of Health and Human Services (HHS) permitted the federal Public Health Emergency for COVID-19 (PHE) declared by
−Removed: the Secretary of the Department of Health and Human Services (Secretary) under Section 319 of the Public Health Service (PHS) Act to expire
−Removed: at the end of the day on May 11, 2023.
−Removed: During the second quarter of our
−Removed: fiscal year 2021, certain of the entities owning the limited partnership stores (the “LP’s”), as well as the store we
−Removed: manage but do not own (the “Managed Store”), applied for and received loans from an unrelated third party lender pursuant
−Removed: to the Paycheck Protection Program (the “PPP”) under the United States Coronavirus Aid, Relief and Economic Security Act (the
−Removed: “CARES Act”) enacted March 27, 2020, in the aggregate principal amount of approximately $3.98 million, (the “2 nd
−Removed: PPP Loans”), of which approximately:
−Removed: (i) $3.46 million was loaned to six of the LP’s;
−Removed: and (ii) $0.52 million was loaned to
−Removed: the Managed Store.
−Removed: The 2 nd PPP Loan to the Managed Store is not included in our consolidated financial statements.
−Removed: first quarter of our fiscal year 2022, we applied for and received forgiveness of the entire amount of principal and accrued interest
−Removed: for all 2 nd PPP Loans, including the Managed Store.
−Removed: COVID-19 has had a material adverse
−Removed: 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
−Removed: chain or access to labor in the future.
−Removed: We are actively monitoring our food suppliers to assess how they are managing their operations
−Removed: to mitigate supply flow and food safety risks.
−Removed: To ensure we mitigate potential supply availability risk, we are building additional inventory
−Removed: back stock levels when appropriate and we have also identified alternative supply sources in key product categories including but not
−Removed: limited to food, sanitation and safety supplies.
−Removed: As of September 30, 2023, we are
−Removed: in compliance with the financial covenants contained in our loans with our unrelated third-party institutional lender (the “Institutional
−Removed: Lender”) under which we owe in the aggregate, approximately $21,610,000 (the “Institutional Loans”) of our total loans
−Removed: of approximately $23,128,000.
−Removed: During the first quarter of our
−Removed: fiscal year 2023, we satisfied the principal balance and all accrued interest due on our $5.5 million term loan to our unrelated lender.
−Removed: The outstanding principal balance ($367,000) and accrued interest ($-0-) were paid in full on December 28, 2022.
−Removed: In February 2023, we
−Removed: determined that as of December 31, 2022, we did not meet the required Post-Distribution Basic Fixed Charge Coverage Ratio (the
−Removed: “Post-Distribution/Fixed Charge Covenant”) contained in each of our six (6) loans (the “Institutional
−Removed: Loans”) with our unrelated third party institutional lender (the “Institutional Lender’).
−Removed: On February 23, 2023, we
−Removed: received from the Institutional Lender, a written waiver of the non-compliance with the Post-Distribution/Fixed Charge Covenant (the
−Removed: “Covenant Non-Compliance”), pursuant to which, among other things, the Institutional Lender waived (1) the
−Removed: non-compliance as of December 31, 2022 and (2) their right to exercise certain remedies under the Institutional Loans, including the
−Removed: right to accelerate the indebtedness owed by us thereunder, resulting in the indebtedness under the Institutional Loans to be
−Removed: immediately due and payable, which would have a material adverse effect on the Company.
−Removed: The Post-Distribution/Fixed Charge Covenant
−Removed: requires we maintain a ratio of at least 1.15 to 1.00 and for the twelve (12) months ended September 30, 2023 our ratio was
−Removed: calculated to be 1.40 to 1.00.
−Removed: We have prepared projections going forward and expect to be in compliance.
−Removed: As a result, our
−Removed: classification of debt is appropriate as of September 30, 2023.
−Removed: There can be no assurances that
−Removed: we will be in compliance with our financial covenants thereafter due to, among other things, that our results of operations will likely
−Removed: continue to be materially impacted by the COVID-19 pandemic.
−Removed: Absent a waiver, failure to be in compliance with our financial covenants
−Removed: would constitute a default under the Institutional Loans with our Institutional Lender when reported.
−Removed: Such a default, if not cured or
−Removed: waived, would allow the Institutional Lender to accelerate the maturity of the indebtedness we owe under the Institutional Loans, making
−Removed: it due and payable at the time.
−Removed: If maturity of the Institutional Loans were accelerated, it would have a material adverse impact on our
−Removed: consolidated financial statements and results of operations.
General Liability Insurance
For the policy year beginning
−Removed: December 30, 2022, we have general liability insurance which incorporates a deductible of $10,000 per occurrence for both us and the limited
−Removed: partnerships.
−Removed: During the fourth quarter of our fiscal year 2023 we converted the deductible of $10,000 per occurrence for both us and
−Removed: the limited partnerships to a $10,000 self-insured retention per occurrence.
+Added: December 30, 2023, we have general liability insurance which incorporates a $50,000 self-insured retention per occurrence for us and a
+Added: $10,000 self-insured retention per occurrence for the limited partnerships.
Our insurance carrier is responsible for $1,000,000 coverage
−Removed: per occurrence above our deductible, up to a maximum aggregate of $2,000,000 per year.
−Removed: We were also able to purchase excess liability
−Removed: insurance at a reasonable premium, whereby our excess insurance carrier is responsible for $10,000,000 coverage above our primary general
−Removed: liability insurance coverage.
+Added: per occurrence above our self-insured retentions, up to a maximum aggregate of $2,000,000 per year.
+Added: We were also able to purchase excess
+Added: liability insurance whereby our excess insurance carrier is responsible for $10,000,000 coverage above our primary general liability insurance
We are uninsured against liability claims in excess of $11,000,000 per occurrence and in the aggregate.
−Removed: We secured general liability and excess liability insurance for the period commencing after the expiration of the current policies on
−Removed: December 30, 2023.
−Removed: The $10,000 self-insured retention per occurrence increases to $50,000 for us but remains the same at $10,000 for the
−Removed: limited partnerships for the period commencing after the expiration of the current policies on December 30, 2023.
−Removed: Events for a discussion of general liability and excess liability insurance for the period commencing December 30, 2023 on page 31.)
+Added: We secured general liability
+Added: insurance and excess liability insurance to be effective as of December 30, 2024.
+Added: Subsequent Events for a discussion of general
+Added: liability and excess liability insurance for the period commencing December 30, 2024.)
Our general policy is to settle
only those legitimate and reasonable claims asserted and to aggressively defend and go to trial, if necessary, on frivolous and unreasonable
−Removed: Under our current liability insurance policy, certain expenses incurred in defending a claim, including attorney's fees, are a
−Removed: part of our $10,000 deductible and/or our self-insured retention.
+Added: Under our current liability insurance policy, certain expenses incurred by us in defending a claim, including attorney's fees,
+Added: are a part of our $50,000 self-insured retention, and a part of our limited partnerships’ $10,000 self-insured retention.
In accordance with accounting
9 unchanged sentences
Windstorm Insurance
−Removed: the policy year beginning December 30, 2022, our property insurance is a one (1) year policy with an unaffiliated third party insurance
−Removed: carrier, including coverage for properties leased by us and our consolidated limited partnerships, and provides for full insurance coverage
−Removed: for property losses, including those caused by windstorm, such as a hurricane.
−Removed: For property losses caused by windstorm, the property
−Removed: insurance has a fixed deductible of $100,000, plus 5% of all insured losses, per occurrence.
−Removed: For all other property losses, the property
−Removed: insurance has deductibles of $10,000 per location, per occurrence.
−Removed: We secured property insurance for the period commencing after the
−Removed: expiration of the current policy on December 30, 2023.
−Removed: Subsequent Events for a discussion of property insurance for the
−Removed: period commencing December 30, 2023 on page 31.)
+Added: For the policy year beginning
+Added: December 30, 2023, our property insurance is a one (1) year policy with an unaffiliated third party insurance carrier, including coverage
+Added: for properties leased by us and our consolidated limited partnerships, and provides for full insurance coverage for property losses, including
+Added: those caused by windstorms, such as a hurricane.
+Added: For property losses caused by windstorm, the property insurance has a fixed deductible
+Added: of $100,000, plus 5% of all insured losses, per occurrence.
+Added: For all other property losses, the property insurance has deductibles of $10,000
+Added: per location, per occurrence.
+Added: We secured property insurance, including windstorm coverage, to be effective as of December 30, 2024.
+Added: Subsequent Events for a discussion of property insurance for the period commencing December 30, 2024.)
Insurance Premiums
−Removed: Prior to fiscal year 2023,
−Removed: we financed our annual insurance premiums.
−Removed: Due to higher interest rates, during the first quarter of our fiscal year 2023, for the
−Removed: policy year commencing December 30, 2022, we paid the premiums for property, general liability, excess liability and terrorist
−Removed: policies, totaling approximately $3.281 million, which includes coverage for our franchisees (which is $658,000), which are not
−Removed: included in our consolidated financial statements.
−Removed: Due to continuing higher interest rates, for the policy year commencing December
−Removed: 30, 2023 we will pay the premiums for property, general liability, excess liability, crime and terrorism policies in full without
−Removed: Subsequent Events for a discussion of property, general liability, excess liability, crime and terrorism
−Removed: insurance policies for the period commencing December 30, 2023 on page 31.)
−Removed: We paid the $3,281,000 annual
−Removed: premium amounts on January 9, 2023, which includes coverage for our franchisees which are not included in our consolidated financial statements.
+Added: Due to continuing higher interest
+Added: rates, for the policy year commencing December 30, 2023 we paid the premiums for property, general liability, excess liability and terrorism
+Added: policies in full with premiums totaling approximately $3.92 million which includes coverage for our franchises (of approximately $850,000),
+Added: which are not included in our consolidated financial statements.
+Added: For the policy year commencing December 30, 2024, we will pay the premiums
+Added: for property, general liability, excess liability and terrorism policies in full again due to continuing higher interest rates.
+Added: Subsequent Events for a discussion of property, general liability, excess liability, and terrorism insurance policies for the
+Added: period commencing December 30, 2024.)
Competition and the Company's Market
15 unchanged sentences
or indirectly with many well-established competitors, both nationally and locally owned.
−Removed: Effective March 26, 2023, we increased menu prices
−Removed: for our food offerings to target an increase to our food revenues of approximately 2.06% annually and on March 20, 2023 we increased menu
−Removed: prices for our bar offerings to target an increase to our bar revenues of approximately 5.65% annually to offset higher food and liquor
−Removed: costs and higher overall expenses.
−Removed: Effective October 3, 2021 and then effective December 19, 2021 we increased menu prices for our food
−Removed: offerings to target an increase to our food revenues of approximately 2.38% and 3.34% annually, respectively, to offset higher food costs
−Removed: and higher overall expenses and effective December 12, 2021 we increased menu prices for our bar offerings to target an increase to our
−Removed: bar revenues of approximately 7.80% annually.
−Removed: Prior to these increases, we previously raised menu prices in the third quarter of our fiscal
−Removed: We believe that we have a competitive position in our market because of widespread consumer recognition of the “Flanigan’s
−Removed: Seafood Bar and Grill" and “Flanigan’s” names.
+Added: Effective August 25, 2024 we increased menu prices
+Added: for our bar offerings to target an increase to our bar revenues of approximately 5.63% annually to offset higher food and liquor costs
+Added: and higher overall expenses.
+Added: Effective March 26, 2023, we increased menu prices for our food offerings to target an increase to our food
+Added: revenues of approximately 2.06% annually and on March 20, 2023 we increased menu prices for our bar offerings to target an increase to
+Added: our bar revenues of approximately 5.65% annually to offset higher food and liquor costs and higher overall expenses.
+Added: We believe that we
+Added: have a competitive position in our market because of widespread consumer recognition of the “Flanigan’s Seafood Bar and Grill"
+Added: and “Flanigan’s” names.
We have many well-established
26 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.