Item 8.01 Other Events.
Flanigan’s
Enterprises, Inc. (the “Registrant”) is filing this Form 8-K with the Securities and Exchange Commission (the “SEC”)
to avail itself of an extension to file its Quarterly Report on Form 10-Q for the thirteen weeks ended March 28, 2020 (the “Form
10-Q”), originally due on May 12, 2020, in reliance on the SEC’s Order Under Section 36 of the Securities Exchange
Act of 1934 Granting Exemptions From The Reporting and Proxy Delivery Requirements For Public Companies No. 34-88465 (March 25,
2020) (which extended and superseded a prior order issued on March 4, 2020) (the “Order”). As such, the Registrant
will be relying upon the 45-day extension period provided by the Order to delay filing of the Form 10-Q.
As
previously disclosed in its Form 8-K dated March 24, 2020, the Registrant has been materially and adversely affected by the
global pandemic caused by the coronavirus disease (COVID-19) outbreak. Florida has been heavily affected by COVID-19 and
government protective responses since March 2020. South Florida, where the Registrant operates, has more severe restrictions
than in the remainder of the State at this time. In compliance with government mandates, the Registrant (i) shifted its
restaurant operations to a take-out or delivery only operating model in all of its company-owned or operated restaurants;
(ii) reduced the operating hours of its retail package store locations; (iii) laid off a significant number of employees; and
(iv) due to social distancing requirements, substantially modified its corporate operations while completing the work
necessary to complete and file the Form 10-Q on a timely basis.
It
is not known when government restrictions on businesses and residents of Florida will be lifted and/or relaxed, nor can there
be any assurances as to when the Registrant will resume normal operations.
The
extension afforded by the Order grants the Registrant until no later than June 26, 2020 to file the Form 10-Q. Based on the assessment
of the Registrant’s management in consultation with its auditor, the Registrant expects to file the Form 10-Q by no later
than June 26, 2020.
The
COVID-19 outbreak has had a significant adverse impact on the Registrant’s operations and financial results to date, including
during the thirteen weeks ended March 28, 2020. While the impact of the COVID-19 outbreak on the Registrant’s performance
for the future remains to be seen, the Registrant expects it to have a material impact on its operations and financial results
for its fiscal year ended October 3, 2020.
In light of evolving
developments related to the COVID-19 outbreak, the Registrant is also filing this Current Report on Form 8-K for the purpose of
supplementing the Risk Factors disclosed in Item 1A of its Annual Report on Form 10-K for the fiscal year ended September 28, 2019.
Accordingly, the Registrant’s Risk Factor disclosure is hereby supplemented as follows:
The coronavirus
disease 2019 (COVID-19) has had a significant impact on our operations since March 2020 and could materially and adversely affect
our future business and financial results.
The
global pandemic caused by the novel coronavirus (COVID-19 virus) 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. In compliance with government directives, we have temporarily (i)
shifted our restaurant operations to a take-out or delivery only operating model; (ii) reduced the operating hours of our retail
package stores; (iii) laid off a significant number of employees; and (iv) substantially modified our corporate operations
to comply with social distancing requirements. As a result, and despite experiencing increased sales and traffic at certain of
our retail package liquor stores, these changes caused by the COVID-19 pandemic have materially adversely affected our results
of operations for the thirteen weeks ended March 28, 2020, and will, in all likelihood, impact our results of operations, liquidity
and/or financial condition for the remainder of fiscal 2020, particularly if these changes are in place for a significant amount
of time.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,”
“estimate,” “intend,” “potential” and similar expressions (as well as other words or expressions
referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking
statements are based on the Registrant’s expectations and assumptions as of the date of this Current Report. Each of these
forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements.
Forward-looking statements contained in this Current Report include statements regarding the timing of operational development,
or government mandates related to the Registrant’s business and operations to address the COVID-19 response. Factors that
may cause actual results to differ from those expressed or implied in the forward-looking statements in this Current Report are
discussed in the Registrant’s filings with the SEC, including the section titled “Risk Factors” contained therein.
Except as required by law, the Registrant assumes no obligation to update any forward-looking statements contained herein to reflect
any change in expectations, even as new information becomes available.