BDL 8-K
Flanigans Enterprises Inc (BDL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2020
FLANIGAN’S ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Florida | I-6836 | 59-0877638 |
| (State or other jurisdiction of | (Commission | (IRS Employer |
| of incorporation) | File Number | Identification Number) |
| 5059 N.E. 18th Avenue, Fort Lauderdale, Florida | 33334 |
| (Address of principal executive office) | Zip Code |
Registrant’s telephone number, including area code): (954) 377-1961
Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
¨ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, $0.10 par value | BDL | NYSE AMERICAN |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Item 3.03 Material Modification to Rights of Security Holders.
On March 24, 2020, Flanigan’s Enterprises, Inc. (the “Company” or “we” or “our” or “us” as the context requires) issued a press release (the “Press Release”) announcing that our previously declared cash dividend of $0.30 per share to shareholders of record on March 20, 2020 and payable on April 3, 2020 will not be paid.
Item 8.01 Other Events.
The Press Release also announced that we are temporarily shifting to a take-out or delivery only operating model in all of our company-owned or operated restaurants, have reduced the hours of operation of our retail package liquor stores and are starting to layoff what we expect to be a significant number of our employees as we begin to assess our employment needs to service the take-out and delivery and reduced hours operating models. The full text of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In light of the rapidly evolving coronavirus (COVID-19) outbreak, we are also filing this Current Report on Form 8-K for the purpose of supplementing the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2019. Accordingly, our Risk Factor disclosure is hereby updated as follows:
Pandemics or disease outbreaks, such as the novel coronavirus (COVID-19 virus), have and will continue to disrupt our business, which could materially affect our operations and results of operations.
Pandemics or disease outbreaks such as the novel coronavirus (COVID-19 virus) have and will continue to materially adversely impact customer traffic at our restaurants and retail package liquor stores, may make it more difficult to staff our restaurants and retail package liquor stores and, in more severe cases, may cause a temporary inability to obtain supplies, increase commodity costs or cause closures of our affected restaurants and stores, sometimes for prolonged periods of time.
In addition, our operations could be disrupted if any of our employees or employees of our business partners were suspected of having COVID-19 or other illnesses since this could require us or our business partners to quarantine some or all such employees or close and disinfect our restaurant and store facilities. If a significant percentage of our workforce or the workforce of our business partners are unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition or results of operations.
Furthermore, such viruses may be transmitted through human contact, and the risk of contracting viruses could cause employees or guests to avoid gathering in public places, which has had, and will have, adverse effects on our restaurant guest traffic or the ability to adequately staff restaurants and retail package liqour stores. Additional regulation or requirements with respect to the compensation of our employees could also have an adverse effect on our business. Even if such measures are not implemented and a virus or other disease does not spread significantly, the perceived risk of infection or health risk may adversely affect our business, liquidity, financial condition and results of operations. COVID-19 or other disease outbreaks, may also materially adversely affect our ability to implement our growth plans, including delays in construction of new restaurants and retail package liquor stores or adversely impact our overall ability to successfully execute our plans to enter into new markets.
As per governmental directives, we have temporarily shifted to a take-out or delivery only operating model in our company-owned or operated restaurants and have reduced the hours of operation of our retail package liquor stores. We have begun to layoff what we expect will be a significant number of employees as we begin to assess our employment needs to service the take-out and delivery and reduced hours operating models. This change and any additional changes caused by the COVID-19 pandemic may materially adversely affect our business or results of operations, and may impact our liquidity or financial condition, particularly if these changes are in place for a significant amount of time.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Number | Description |
| 99.1 | Flanigan’s Enterprises, Inc. Press Release dated March 24, 2020. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
FLANIGAN’S ENTERPRISES, INC. (Registrant) | ||
| Date March 25, 2020 | By: | /s/ Jeffrey D. Kastner |
| Jeffrey D. Kastner | ||
| Chief Financial Officer, General Counsel & Secretary | ||
Exhibit 99.1
James G. Flanigan, Chairman of the Board
954-377-1961
Flanigan’s Enterprises, Inc., owners and operators of the "Flanigan's Seafood Bar and Grill" restaurants and "Big Daddy's" retail package liquor stores, today announced that it was cancelling its April 2020 cash dividend and leveraging its take-out and delivery service in response to COVID-19.
FORT LAUDERDALE, FLORIDA, March 24, 2020 - Flanigan’s Enterprises, Inc. (NYSE American: BDL) today provides the following in response to the COVID-19 outbreak:
| 1. | As per governmental directives to close our restaurants and reduce operating hours in our retail package liquor stores, we have temporarily shifted to a take-out or delivery only operating model in our company-owned or operated restaurants and have reduced the hours of operation of our retail package liquor stores. |
| 2. | We have begun to layoff what we expect to be a significant number of our employees as we begin to assess our employment needs to service the newly implemented take-out and delivery and reduced hours operating models. |
| 3. | Our previously announced cash dividend of $.30 per share to shareholders of record on March 20, 2020 and payable on April 3, 2020 is cancelled and will not be paid. |
“The health and safety of our customers, team members and their families is our top priority,” said James G. Flanigan, CEO and Chairman of the Board of Flanigan’s Enterprises, Inc. “We remain committed to servicing our communities as we navigate through the current environment. As part of this effort, we will leverage our take-out service and delivery network to customers at home.”
“In addition to attempting to expand our take-out and delivery business, we are seeking ways to take action to tightly manage costs in this new volatile environment,” said James G. Flanigan, CEO of Flanigan’s Enterprises, Inc.
About Flanigan’s Enterprises, Inc.
Flanigan’s Enterprises, Inc. owns and operates the "Flanigan's Seafood Bar and Grill" restaurants and "Big Daddy's" retail package liquor stores. For more information, please visit www.flanigans.net.
Forward-Looking Statements
Certain statements contained herein are not based on historical fact and are “forward-looking statements” within the meaning of applicable securities laws. Generally, these statements can be identified by the use of words such as “guidance,” “believes,” “estimates,” “anticipates,” “expects,” “on track,” “feels,” “forecasts,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could,” “would” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the Company’s forward-looking statements. These risks and uncertainties include, but are not limited to: the effects of the COVID-19 outbreak and uncertainties about its depth and duration, as well as the impacts to economic conditions and consumer behavior; the outcome of our review of strategic alternatives, including the impact on our ongoing business, our stock price and our ability to successfully implement any alternatives that we pursue including our ability to achieve the cost savings described in this release; consumer reaction to public health and food safety issues; competition; increases in labor costs; government actions and policies; increases in unemployment rates and taxes; local, regional and national economic conditions generally; consumer confidence and spending patterns; price and availability of commodities; the effects of changes in tax laws; challenges associated with our remodeling, relocation and expansion plans; interruption or breach of our systems or loss of consumer or employee information; political, social and legal conditions and their effects on operations; our ability to preserve the value of and grow our brands; the seasonality of the Company’s business; weather, acts of God and other disasters; changes in patterns of consumer traffic, consumer tastes and dietary habits; the cost and availability of credit; interest rate changes; compliance with debt covenants and the Company’s ability to make debt payments and planned investments. Further information on potential factors that could affect the financial results of the Company and its forward-looking statements is included in its most recent Form 10-K and subsequent filings with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statement. These forward-looking statements speak only as of the date of this release. All forward-looking statements are qualified in their entirety by this cautionary statement.