What changed in this filing

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Item 2. Properties

2024-12-27 compared with 2023-12-29 · 78 added, 159 removed, 278 unchanged (46% of the section changed)

5 unchanged sentences

a 4,500 square foot stand-alone building located in Hollywood, Florida that we purchased in October 2009 and which housed our Hollywood, Florida Company-owned combination restaurant and package liquor store (Store #19) from March, 1972 until it was destroyed by fire on October 2, 2018 and the vacant parcel of real property adjacent thereto which we purchased in February 2015.

Subsequent to the fire, (i) we have constructed a 3,000 square foot stand-alone building on the vacant parcel of real property for the operation of our Company-owned package liquor store (Store #19P), which opened for business during the first quarter of our fiscal year 2023;

and (ii) are constructing a 4,500 square foot stand-alone building here for the operation of the Company-owned restaurant, (Store #19R), which we anticipate will open for business during our fiscal year 2024;

Subsequent to the fire, (i) we constructed a 3,000 square foot stand-alone building on the vacant parcel of real property for the operation of our Company-owned package liquor store (Store #19P), which opened for business during the first quarter of our fiscal year 2023;

and (ii) we constructed a 4,500 square foot stand-alone building here for the operation of the Company-owned restaurant, (Store #19R), which opened for business during the second quarter of our fiscal year 2024;

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

3 unchanged sentences

a 23,678 square foot two building shopping center in Miami, Florida that we purchased in November 2010:

(A) one stand-alone building, approximately 18,828 square feet, (i) houses our recently opened (October 2019) new package liquor store and (ii) is otherwise leased to ten unaffiliated third party retailers;

(A) one stand-alone building, approximately 18,828 square feet, (i) houses our package liquor store #45 and (ii) is otherwise leased to ten unaffiliated third party retailers;

and (B) the second stand-alone building, approximately 4,850 square feet, has housed our limited partnership owned Kendall, Florida based restaurant since April 4, 2000, (Store #70);

3 unchanged sentences

a 6,900 square foot stand-alone building in Sunrise, Florida, which we purchased in March 2021 and houses our limited partnership owned Sunrise, Florida based restaurant, (Store #85), which opened for business in March 2022;

a 6,000 square foot commercial space in Miami,

Florida, which we purchased in April 2023 and in which we operate our package liquor store and warehouse (Store #47), through a sublease

agreement from a sale-leaseback arrangement in January 1974;

a 5,450 square foot three building shopping center in Hallandale Beach, Florida (adjacent to our combination package store and restaurant in Hallandale Beach, Florida (Store #31)), that we purchased in April 2023:

(A) one stand-alone building, approximately 1,450 square feet which is leased to two unaffiliated third party retailers;

(B) the second stand-alone building, approximately 1,500 square feet, which is leased to one unaffiliated third party retailer;

and (C) the third stand-alone building, approximately 2,500 square feet, which is leased to one unaffiliated third party retailer, (collectively Store #38).

All of our units require

periodic refurbishing in order to remain competitive.

We have budgeted $450,000 for our refurbishing program for fiscal year 2024,

although capital expenditures of our refurbishing program for our fiscal year 2024 may be significantly higher.

"Liquidity and Capital Resources" for discussion of the amounts spent in fiscal year 2023.

a 6,000 square foot commercial space in Miami, Florida, which we purchased in April 2023 and in which we operate our package liquor store and warehouse (Store #47), through a sublease agreement from a sale-leaseback arrangement in January 1974;

a 5,450 square foot three

building shopping center in Hallandale Beach, Florida (adjacent to our combination package store and restaurant in Hallandale Beach,

Florida (Store #31)), that we purchased in April 2023:

(A) one stand-alone building, approximately 1,450 square feet, of which 950

square feet is leased to one unaffiliated third party retailer and 500 square feet which is occupied by us;

(B) the second

stand-alone building, approximately 1,500 square feet, which is leased to one unaffiliated third party retailer and (C) the third

stand-alone building, approximately 2,500 square feet, which is leased to one unaffiliated third party retailer, (collectively Store

All of our units require periodic

refurbishing in order to remain competitive.

We have budgeted $550,000 for our refurbishing

program for fiscal year 2025, although capital expenditures of our refurbishing program for our fiscal year 2025 may be significantly

See Item 7, "Liquidity and Capital Resources" for discussion of the amounts spent in fiscal year 2024.

The following table summarizes

information related to the properties upon which our operations are conducted.

For all locations that include lease options, the

lessor must extend the term of the lease for a location if we exercise the lease option.

If there is no lease option or if we do not

exercise the same, the lessor is not required to extend the term of the lease upon expiration.

For all locations that include lease options, the lessor

must extend the term of the lease for a location if we exercise the lease option.

If there is no lease option or if we do not exercise

the same, the lessor is not required to extend the term of the lease upon expiration.

Name and Location

32 unchanged sentences

Options to 6/1/34

Name and Location

Flanigan’s Seafood Bar and Grill #15

4 unchanged sentences

Options to 8/31/36

Name and Location

Flanigan’s Seafood Bar and

11 unchanged sentences

Flanigan’s Enterprises, Inc.

7990 Davie Road Extension

University Dr., Building A

Hollywood, Florida

3 unchanged sentences

Flanigan’s Enterprises, Inc.

University Dr.

University Dr., Building B

Hollywood, Florida

55 unchanged sentences

7/1/19 to 6/30/29

Options to 6/30/34

Option to 6/30/34

Big Daddy's Liquors #47

4 unchanged sentences

Options to 1/1/50

(Sublease) Company-Owned

(Sublease) Company-

Flanigan’s Seafood Bar and Grill #13

30 unchanged sentences

5/01/05 to 6/30/35

Option to 6/30/40

Flanigan’s Seafood Bar and Grill #70

2 unchanged sentences

Miami, Florida

4/1/00 to 3/31/25 Option to 3/31/30

4/1/00 to 3/31/25

Option to 3/31/30

Flanigan’s Seafood Bar and Grill #75

2 unchanged sentences

Stuart, Florida

5/1/10 to 4/30/26 Option to 4/30/31

5/1/10 to 4/30/26

Option to 4/30/31

Flanigan’s Seafood Bar and Grill #80

21 unchanged sentences

Weston, Florida

10/1/17 to 9/30/27 Option to 9/30/32

10/1/17 to 9/30/27

Option to 9/30/32

Flanigan’s Calusa Center, LLC (6)

6 unchanged sentences

Hallandale Beach, Florida

Company-owned shopping center

Company-owned

shopping center

Franchised by Company.

3 unchanged sentences

We have re-purchased from the unaffiliated third parties and currently own 56% of the underlying ground lease, as well as the sublease agreement.

As a result, we pay all rent due under the ground lease, but only 48% of the rent due under the sublease agreement.

In April, 2023 we purchased the real property, subject to the ground lease and sublease agreement through which we continue to occupy the premises.

As a result, we pay 44% of the rent due under the ground lease and the sublease agreement.

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

2 unchanged sentences

The package liquor store opened for business on November 17, 2003.

During the first quarter of our fiscal year 2012, our wholly owned subsidiary, Flanigan’s Calusa Center, LLC, closed on the purchase of a two building shopping center in Miami, Florida, which consists of (i) one stand-alone building which is leased to ten unaffiliated third parties and houses our recently opened (October 2019) package liquor store (approximately 3,250 square feet) and (ii) a second stand-alone building where our limited partnership owned restaurant located at 12790 SW 88 th Street, Miami, Florida, (Store #70), operates.

During the first quarter of our fiscal year 2012, our wholly owned subsidiary, Flanigan’s Calusa Center, LLC, closed on the purchase of a two building shopping center in Miami, Florida, which consists of (i) one stand-alone building which is leased to ten unaffiliated third parties and houses our package liquor store #45 (approximately 3,250 square feet) and (ii) a second stand-alone building where our limited partnership owned restaurant located at 12790 SW 88 th Street, Miami, Florida, (Store #70), operates.

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

3 unchanged sentences

We determined that Store #19 should be demolished and rebuilt as separate buildings.

As a result, the package liquor store has been closed since our first quarter year 2019, but re-opened for business subsequent to the end of our fiscal year 2022 in a newly constructed stand-alone building.

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 and was forced to close.

We determined that Store #19 should be demolished and rebuilt as separate buildings.

During our first quarter year 2023 we opened our company owned newly built stand-alone package liquor store in Hollywood, Florida (Store #19P) for business.

During our fiscal year 2023, we also continued constructing a stand-alone building on the same site in Hollywood, Florida adjacent to Store #19P, replacing our restaurant destroyed by fire which previously operated at that site (Store #19R).

We anticipate that the restaurant in Hollywood, Florida (Store #19R) will open for business in March 2024.

During the second quarter of our fiscal year 2019, we entered into a lease for this location, which lease was subsequently assigned to a limited partnership.

We raised funds to renovate this new location for operation as a “Flanigan’s” restaurant using our limited partnership ownership model.

This restaurant opened for business in March 2022.

As a result, the package liquor store was closed since our first quarter year 2019, but re-opened for business in the first quarter of fiscal 2023 in a newly constructed stand-alone building #19P.

During the second quarter of our fiscal year 2024, we re-opened our restaurant in a stand-alone building on the same site in Hollywood, Florida adjacent to Store #19P.

During the fourth quarter of our fiscal year 2019, we entered into a lease for this location, which lease was subsequently assigned to a limited partnership.

10 unchanged sentences

stand-alone building which is leased to one unaffiliated third party retailer.

Casualty Loss

Re-construction Following Casualty Loss

During the first quarter of our

4 unchanged sentences

year 2023 in a newly constructed stand-alone building.

We believe the restaurant will reopen for business in our fiscal year 2024 in a

newly constructed stand-alone building where our combination package liquor store and restaurant was previously located.

Private Offerings

CIC Investors #85, Ltd.

(Flanigan’s, Sunrise, Florida)

On February 15, 2022, a Florida

limited partnership (CIC Investors #85, Ltd.) in which the Company serves as general partner, completed a private placement of 1,000 Units

of limited partnership interests at $5,000 per Unit for proceeds of $5,000,000, 74 Units of which ($370,000) were purchased by the Company

upon the same terms and conditions as all other investors.

The proceeds of the private placement were used to satisfy (including reimbursement

to us for advances we have made), build-out and renovation expenses and the purchase of such furniture, fixtures and equipment necessary

for operation of our Sunrise, Florida restaurant under the service mark “Flanigan’s”, which commenced operations on

March 22, 2022.

Capital raised from private investors is credited to sale of noncontrolling interests in our Statements of Stockholders’

Under ASC 810, Consolidation,

the Company, which is the entity issuing financial statements, is required to consolidate CIC Investors #85, Ltd.

as we have a controlling

interest in CIC Investors #85, Ltd.

as general partner, although the Company only has a 7.40% ownership.

CIC Investor #25, Ltd.

(Flanigan’s, Miramar, Florida)

On February 15, 2022, a Florida

limited partnership (CIC Investors #25, Ltd.) in which the Company serves as general partner, completed a private placement of 800 Units

of limited partnership interests at $5,000 per Unit for gross proceeds of $4,000,000.

No units of limited partnership interest were purchased

by the Company.

The proceeds of the private placement were used to satisfy (including reimbursement to us for advances we have made),

build-out and renovation expenses and the purchase of such furniture, fixtures and equipment necessary for operation of our Miramar, Florida

restaurant under the service mark “Flanigan’s”, which opened for business on April 18, 2023.

Capital raised from private

investors is credited to sale of noncontrolling interests in our Statements of Stockholders’ Equity.

Under ASC 810, Consolidation,

the Company, which is the entity issuing financial statements, is required to consolidate CIC Investors #25, Ltd.

as we have a controlling

interest in CIC Investors #25, Ltd.

as general partner, although the Company has no direct ownership.

Execution of Lease for New Location;

Acquisition of “Brendan’s Sports Pub”

Pompano Beach, Florida (Brendan’s Sports

During the third quarter of our

fiscal year 2022, we entered into a Lease (the “BSP Lease”) with a non-affiliated third party from whom we rented approximately

3,556 square feet of commercial space located at 868 South Federal Highway, Pompano Beach, Florida, where we operate “Brendan’s

Sports Pub” (Store #30), the assets of which we simultaneously purchased.

The term of the BSP Lease is for fifty (50) years, triple

net to the landlord with fixed rent of $78,000 per year, with two (2%) percent annual increases commencing in year five.

Brendan’s Sports Pub, Pompano Beach, Florida

During the third quarter of our

fiscal year 2022 and simultaneously with the execution of the BSP Lease, we purchased the assets of the business known as “Brendan’s

Sports Pub” located at 868 South Federal Highway, Pompano Beach, Florida for a purchase price of $75,000, including but not limited

to the furniture, fixtures, equipment and service mark, “Brendan’s Sports Pub”, but excluding the 4 COP liquor license

used in the operation of the business.

We did not assume any obligations of the business.

We accounted for the purchase

of the assets of the business known as “Brendan’s Sports Pub” as a business combination that is insignificant for purposes

of all of the disclosures required under ASC 805.

The restaurant re-opened for business during the second quarter of our fiscal year

2024 in a newly constructed stand-alone building where our combination package liquor store and restaurant was previously located.

Purchase of Real Property;

4 COP Liquor License

Leasehold / Sub-leasehold

El Portal, Florida (“Big Daddy’s

10 unchanged sentences

fiscal year 2023, we closed with a non-affiliated third party on 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 rental income generated

by these four lease arrangements is not material.

The real property is located adjacent to our real property located at 4 N.

Highway, Hallandale Beach, Florida, where our combination package store and restaurant (Store #31) operates.

We paid all cash at closing

and accounted for this transaction as an asset acquisition.

Purchase of 4 COP Liquor License

During our fiscal year 2022, we

purchased a 4 COP Quota Liquor License for Broward County, Florida from an unrelated third party for $446,000.

The liquor license is currently

in use in connection with the operation of our new package liquor store in Miramar, Florida (Store #24).

Re-Financing of Existing Mortgages

Re-Finance of Mortgage on Real Property – Fort Lauderdale,

During our fiscal year 2022, we

requested and received a loan advance of $697,000 from an entity managed by a member of our Board of Directors who is also our Chief Financial

Officer, which entity currently holds a first priority mortgage note on our real property and improvements where our restaurant located

at 2600 West Davie Boulevard, Fort Lauderdale, Florida operates (the “West Davie Mortgage Note”).

Including the $697,000 advance,

the principal amount outstanding amount owed under the West Davie Mortgage Note as of September 30, 2023 is $1,049,000.

The West Davie

Mortgage Note accrues interest at 6% annually, (increased from 5% annually), is amortizable over 15 years with monthly installments of

principal and interest of approximately $9,300 required to be made and a final balloon payment of approximately $487,000 required to be

made August 1, 2032.

Re-Finance of Mortgage on Real Property – Hallandale

Beach, Florida

During our fiscal year 2022, we

re-financed our mortgage debt with our non-affiliated third-party lender secured by our real property located at 4 N.

Federal Highway,

Hallandale, Florida where our combination package liquor store and restaurant (Store #31) operates and borrowed an additional $8,012,000

increasing the principal balance owed by us to $8,900,000, (the “$8.90M Mortgage”).

The $8.90M Mortgage bears interest at

a variable rate equal to the BSBY Screen Rate – 1 Month plus 1.50%.

We entered into an interest rate swap agreement to hedge the

interest rate risk, which fixed the interest rate on the $8.90M Mortgage at 4.90% per annum throughout its term.

The $8.90M Mortgage is

fully amortized over fifteen (15) years, with our monthly payment of principal and interest totaling $33,000.

Subsequent Events

Florida, which consists of one stand-alone building a portion of which is leased to one unaffiliated third party (approximately 950 square

feet) and a portion of which is occupied by us (approximately 500 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 rental income generated by these three lease arrangements is not material.

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 all cash at closing and accounted for this transaction as an asset acquisition.

Purchase of Leasehold/Sub-leasehold Interests

3 unchanged sentences

We operate our retail package liquor store (Store #47) and warehouse from this location.

Subsequent to the end of

During the first quarter of

our fiscal year 2024, we re-purchased a 4% interest in the underlying ground lease, as well as the sublease agreement from an unrelated

third party for $31,000 and currently own 56% of each lease.

As a result, we now only pay 44% of the rent due under the sublease agreement.

Insurance Premiums

Subsequent to the end of our fiscal

year 2023, for the policy year commencing December 30, 2023, we bound coverage on the following property, general liability, excess liability,

crime and terrorism policies with premiums totaling approximately $3.932 million, of which property, general liability, excess liability

and terrorism insurance includes coverage for our franchises (of approximately $786,000), which are not included in our consolidated

financial statements:

As a result, we now only pay 44% of the rent due under the ground lease and

the sublease agreement.

Subsequent Events

Subsequent to the end of

our fiscal year 2024, we entered into a new Master Services Agreement with our current vendor for a period of one (1) year effective January

1, 2025, with Company options of four (4) one (1) year renewal options to extend the term of the same.

Subsequent to the end of our fiscal year 2024,

for the policy year commencing December 30, 2024, we bound coverage on the following property, general liability, auto, excess liability,

and terrorism policies with premiums totaling approximately $4,014,000 of which property, general liability, excess liability and terrorism

insurance includes coverage for our franchises and our managed restaurant (of approximately $867,000), which are not included in our

consolidated financial statements:

the policy year beginning December 30, 2024, our general liability insurance, excluding limited partnerships, is a one (1) year policy

with our insurance carriers.

For the policy commencing December 30, 2023, the $10,000 self-insured retention per occurrence increases

to $50,000 for us but remains the same at $10,000 for the limited partnerships.

The one (1) year general liability insurance premium is

in the amount of $455,000;

the policy year beginning December 30, 2023, our general liability insurance for our limited partnerships is a one (1) year policy with

our insurance carriers.

For the policy commencing December 30, 2024, the self-insured retention per occurrence is $50,000.

(1) year general liability insurance premium is in the amount of $479,000;

the policy year beginning December 30, 2024, the general liability insurance for our limited partnerships, including franchisees and the

managed restaurant is a one (1) year policy with our insurance carriers.

For the policy commencing December 30, 2024, the self-insured

retention per occurrence is $10,000.

The one (1) year general liability insurance premium is in the amount of $1,099,000;

8 unchanged sentences

insurance premium is in the amount of $866,000;

For the policy year beginning December 30, 2023, our crime coverage insurance is a one (1) year policy.

The one (1) year crime coverage

insurance premium is in the amount of $1,000;

the policy year beginning December 30, 2024, our terrorism insurance is a one (1) year policy.

1 unchanged sentence

is in the amount of $19,000.

Of the $3,932,000 annual premium

amounts, which includes coverage for our franchises which are not included in our consolidated financial statements, we will pay the annual

premium amounts in full with no financing due to high interest rates.

Of the $4,014,000 annual

premium amounts, which includes coverage for our franchises and our managed restaurant which are not included in our consolidated financial

statements, we will pay the annual premium amounts in full with no financing due to high interest rates.

Subsequent events have

been evaluated through the date these consolidated financial statements were issued and except as disclosed herein, no other events required

been evaluated through the date these consolidated financial statements were issued and except as provided above, no events required disclosure.

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.

What changed 10-K

Item 2. Properties