What changed in this filing

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Item 1. Business

2022-01-14 compared with 2021-01-15 · 625 added, 687 removed, 55 unchanged (96% of the section changed)

As of October 3, 2020,

Flanigan’s Enterprises, Inc., a Florida corporation, together with its subsidiaries (“we”, “our”,

“ours”

and “us”

as the context requires), (i) operates 27 units, consisting of restaurants, package liquor

stores and combination restaurants/package liquor stores that we either own or have operational control over and partial ownership

and (ii) franchises an additional five units, consisting of two restaurants (one of which we operate) and three combination

restaurants/package liquor stores.

The table below provides information concerning the type (i.e.

restaurant, package liquor store

or combination restaurant/package liquor store) and ownership of the units (i.e.

As of October 2, 2021, Flanigan’s

Enterprises, Inc., a Florida corporation, together with its subsidiaries (“we”, “our”, “ours” and

“us” as the context requires), (i) operates 27 units, consisting of restaurants, package liquor stores and combination restaurants/package

liquor stores that we either own or have operational control over and partial ownership in;

and (ii) franchises an additional five units,

consisting of two restaurants (one of which we operate) and three combination restaurants/package liquor stores.

The table below provides

information concerning the type (i.e.

restaurant, package liquor store or combination restaurant/package liquor store) and ownership of

the units (i.e.

whether (i) we own 100% of the unit;

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 October 3, 2020 and as compared to September 28, 2019.

With the exception of “The Whale’s Rib”,

a restaurant we operate but do not own, all of the restaurants operate under our service mark “Flanigan’s Seafood Bar

and Grill”

and all of the package liquor stores operate under our service marks “Big Daddy’s Liquors”

“Big Daddy’s Wine & Liquors.”

(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 October 2, 2021 and as compared to October 3, 2020.

the exception of “The Whale’s Rib”, a restaurant we operate but do not 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

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Unrelated Third Party

TOTAL –

Company-Owned/Operated Units

TOTAL – Company-Owned/Operated Units

Franchised Units

____________________

(1) 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.

Revenues and expenses from Store #19 for the time Store #19 was open during the first

quarter of our fiscal year 2019 (two (2) days) are immaterial, with the exception of payroll.

During the first quarter of our fiscal year 2019, our combination package liquor store and restaurant located

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.

Revenues and expenses from Store #19 for the time Store #19 was open during the first quarter of our fiscal year

2019 (two (2) days) are immaterial, with the exception of payroll.

Store #19 remains closed.

(2) During the first quarter of our fiscal year 2020, our new package liquor store located at 12776

Kendall Drive, Miami, Florida (Store #45) opened for business.

We operate a restaurant for one (1) franchisee.

This unit is included in the table both as a franchised

restaurant as well as a Company-operated restaurant.

Impact of COVID-19

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.

Due to COVID-19, from mid-March 2020 through mid-May 2020, we ceased all dining and bar services at all

of our restaurants, limiting service to take-out and delivery only of food, and implemented reduced hours at our retail package

liquor stores.

From mid-May 2020 through the beginning of July 2020, there was a gradual elimination of restrictions on our restaurant

operations, permitting us to, among other things, provide dining for outdoor seating patrons with appropriate social distancing

and provide dining for indoor patrons at up to 50% capacity (depending on the location of the restaurant), but with no bar service

and increased operating hours at our package liquor stores.

From the beginning of July 2020 through the beginning of September

2020, we ceased dine-in service at all of our Miami-Dade County, Florida restaurants, (two Company-owned and six limited partnership

owned restaurants).

Since the beginning of September 2020, we have been offering both food and bar options at all of our restaurants,

including those located in Miami-Dade County, Florida, with appropriate social distancing and dine-in

service at up to 100% capacity, including outdoor dining.

Due to COVID-19, we implemented

(i) certain cost cutting measures including material layoffs at our restaurants and reduced corporate personnel salaries;

a number of changes to our operations such as the establishment of an in-house delivery service and an adjustment to our traditional

staffing model to meet customer demand.

We have been in regular contact with our suppliers and while to date we have not experienced

significant disruptions in our supply chain, we could see future disruptions should the impacts of COVID-19 extend for a considerable

amount of time.

To support our employees, we have implemented work from home support, increased sanitization of high touch, high

traffic areas in our restaurants, retail package liquor stores and corporate offices, provided personal protective equipment for

our employees and increased the frequency of personal hygiene practices.

From March 29, 2020 through May 9, 2020, the salaries

of all our non-executive corporate office personnel were reduced by 20%, the base salaries of our Chief Operating Officer and Chief

Financial Officer were each reduced by 50% and our Chief Executive Officer waived his base salary, representing salary savings

of approximately $135,000 during this period.

Our employee headcount as of fiscal year end 2020 was 1,804 persons reduced from

1,870 persons as of our fiscal year end 2019.

In addition and also

due to COVID-19, we did not make any quarterly distributions to our limited partners for the quarter ended March 31, 2020.

For each of the quarters ended June 30, 2020 and September 30, 2020, we made quarterly distributions to our limited partners

equal to one-half (½) of the amounts that would have been distributed for the quarter ended March 31, 2020.

During the third

quarter of fiscal year end 2020, the United States government passed a $2.0 trillion Coronavirus Aid, Relief and Economic

Security Act (“CARES Act”) designed primarily to help keep businesses running during and after the COVID-19

The CARES Act included provisions for certain deductions and tax credits, filing deadline extensions, filing

payment deadlines and making available certain grant money to assist businesses.

This CARES ACT allowed us to take advantage

of credits, deferments, and deductions, and loans from an unrelated third party lender pursuant to the Paycheck Protection

Program (“PPP Loans”) (described below) during the third quarter of our fiscal year 2020.

As a result, during the third and

fourth quarter of 2020, we reversed certain of our cost cutting measures, including (i) reinstating employees laid off at our

restaurants in anticipation of resuming dine-in service, (ii)restoring corporate personnel and executive salaries and (iii)

paying prior salary reductions.

We do not believe COVID-19

has had a material adverse effect on our access to supplies or labor, although 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.

Additional information

regarding the impact of COVID-19 on our business and the CARES Act is set forth within this Part I, Part II Item 1A.

Risk Factors,

Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8.

Financial Statements

and Supplementary Data, Notes to the Consolidated Financial Statements.

History and Development of Our Business

We were incorporated in

Florida in 1959 and commenced operating as a chain of small cocktail lounges and package liquor stores throughout South Florida.

By 1970, we had established a chain of "Big Daddy's"

lounges and package liquor stores between Vero Beach and Homestead,

From 1970 to 1979, we expanded our package liquor store and lounge operations throughout Florida and opened clubs in five

other "Sun Belt"

In 1975, we discontinued most of our package store operations in Florida except in the South

Florida areas of Miami-Dade, Broward, Palm Beach and Monroe Counties.

In 1982, we expanded our club operations into the Philadelphia,

Pennsylvania area as general partner of several limited partnerships we organized.

In March 1985, we began franchising package

liquor stores and lounges in the South Florida area.

See Note 13 to the consolidated financial statements and the discussion of

franchised units on page 4.

During our fiscal year

1987, we began renovating our lounges to provide full restaurant food service, and subsequently renovated and added food service

to most of our lounges.

Food sales currently represent approximately 81.1% and bar sales approximately 18.9% of our total restaurant

Our package liquor stores

emphasize high volume business by providing customers with a wide variety of brand name and private label merchandise at discount

Our restaurants offer alcoholic beverages and full food service with abundant portions and reasonable prices, served in

a relaxed, friendly and casual atmosphere.

We conduct our operations

directly and through a number of limited partnerships and wholly owned subsidiaries, all of which are listed below.

Our subsidiaries

and the limited partnerships, (except for the limited partnership, where we are not the general partner, which owns and operates

our franchised restaurant in Fort Lauderdale, Florida) are reported on a consolidated basis.

Flanigan’s Management Services, Inc.

Flanigan’s Enterprises, Inc.

Flanigan’s Enterprises of N.

This unit is included in the table both as a franchised restaurant

as well as a Company-operated restaurant.

and Development of Our Business

We were incorporated in Florida

in 1959 and commenced operating as a chain of small cocktail lounges and package liquor stores throughout South Florida.

By 1970, we had

established a chain of "Big Daddy's" lounges and package liquor stores between Vero Beach and Homestead, Florida.

1979, we expanded our package liquor store and lounge operations throughout Florida and opened clubs in five other "Sun Belt"

In 1975, we discontinued most of our package store operations in Florida except in the South Florida areas of Miami-Dade, Broward,

Palm Beach and Monroe Counties.

In 1982, we expanded our club operations into the Philadelphia, Pennsylvania area as general partner of

several limited partnerships we organized.

In March 1985, we began franchising package liquor stores and lounges in the South Florida

See Note 16 to the consolidated financial statements and the discussion of franchised units on page 8.

During our fiscal year 1987, we

began renovating our lounges to provide full restaurant food service, and subsequently renovated and added food service to most of our

Food sales currently represent approximately 80.2% and bar sales approximately 19.8% of our total restaurant sales.

Our package liquor stores emphasize

high volume business by providing customers with a wide variety of brand name and private label merchandise at discount prices.

Our restaurants

offer alcoholic beverages and full food service with abundant portions and reasonable prices, served in a relaxed, friendly and casual

We conduct our operations directly

and through a number of limited partnerships and wholly owned subsidiaries, all of which are listed below.

Our subsidiaries and the limited

partnerships, (except for the limited partnership, where we are not the general partner, which owns and operates our franchised restaurant

in Fort Lauderdale, Florida) are reported on a consolidated basis.

Flanigan’s Management Services, Inc.

Flanigan’s Enterprises, Inc.

Flanigan’s Enterprises of N.

CIC Investors #13, Limited Partnership

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CIC Investors #85, Limited Partnership

CIC Investors #90, Limited Partnership

Josar Investments, LLC

Flanigan’s Calusa Center, LLC

Flanigan’s Fish Company, LLC

Package Liquor Store Operations

Our package liquor stores

emphasize high volume business by providing customers with a wide selection of brand name and private label liquors, beers and

wines while offering competitive pricing by meeting the published sales prices of our competitors.

We provide sales training to

our package liquor store personnel.

Flanigan’s Calusa Center, LLC

Flanigan’s Fish Company, LLC

Liquor Store Operations

Our package liquor stores emphasize

high volume business by providing customers with a wide selection of brand name and private label liquors, beers and wines while offering

competitive pricing by meeting the published sales prices of our competitors.

We provide sales training to our package liquor store personnel.

The stores are open for business seven days a week from 9:00-10:00 a.m.

to 9:00-10:00 p.m.,

depending upon demand and local law.

Most of our units have "night windows"

with extended evening hours.

Company-Owned Package

Liquor Stores .

We own and operate nine package liquor stores in the South Florida area under the name “Big Daddy’s

Liquors”, two of which are jointly operated with restaurants we own.

Franchised Package Liquor

We currently franchise three package liquor stores, all in the South Florida area, all of which are operated under

the name “Big Daddy’s Liquors”.

Of the three franchised package liquor stores, two are jointly operated with

our franchisee’s restaurant operations and one is operated in a freestanding building adjacent to the franchisee’s

restaurant operation.

Two of the three remaining franchised package liquor stores are franchised to members of the family of our

Chairman of the Board, officers and/or directors.

We have not entered into a franchise arrangement for either a package liquor

store, restaurant or combination package liquor store/restaurant since 1986 and do not anticipate that we will do so in the foreseeable

Generally, a franchise

agreement with our franchisees for the operation of a package liquor store runs for the balance of the term of the franchisee’s

lease for the business premises, extended by the franchisee’s continued occupancy of the business premises thereafter, whether

by lease or ownership.

In exchange for our providing management and related services to the franchisee and our granting the right

to the franchisee to use our service mark, “Big Daddy’s Liquors”, franchisees of package liquor stores pay us

weekly in arrears, (i) a royalty equal to approximately 1% of gross sales;

plus (ii) an amount for advertising equal to between

1-1/2% to 3% of gross sales generated at the stores depending upon our actual advertising costs.

Restaurant Operations

Our restaurants provide

a neighborhood casual, standardized dining experience, typical of casual restaurant chains.

The interior decor of the restaurants

is nautical with numerous fishing and boating pictures and decorations.

The restaurants are designed to permit minor modifications

without significant capital expenditures.

However, from time to time we are required to redesign and refurbish the restaurants

at significant cost.

Drink prices may vary between locations to meet local conditions.

Food prices are substantially standardized

for all restaurants.

The restaurants' hours of operation are from 11:00 a.m.

to 9:00-10:00 p.m., depending upon demand and local law.

of our units have "night windows" with extended evening hours.

Company-Owned

Package Liquor Stores .

We own and operate nine package liquor stores in the South Florida area under the name “Big Daddy’s

Liquors” or “Big Daddy’s Wine & Liquors”, two of which are jointly operated with restaurants we own.

Package Liquor Stores .

We currently franchise three package liquor stores, all in the South Florida area, all of which are operated

under the name “Big Daddy’s Liquors”.

Of the three franchised package liquor stores, two are jointly operated with our

franchisee’s restaurant operations and one is operated in a freestanding building adjacent to the franchisee’s restaurant

Two of the three remaining franchised package liquor stores are franchised to members of the family of our Chairman of the

Board, officers and/or directors.

We have not entered into a franchise arrangement for either a package liquor store, restaurant or combination

package liquor store/restaurant since 1986 and do not anticipate that we will do so in the foreseeable future.

Generally, a franchise agreement

with our franchisees for the operation of a package liquor store runs for the balance of the term of the franchisee’s lease for

the business premises, extended by the franchisee’s continued occupancy of the business premises thereafter, whether by lease or

In exchange for our providing management and related services to the franchisee and our granting the right to the franchisee

to use our service mark, “Big Daddy’s Liquors”, franchisees of package liquor stores pay us weekly in arrears, (i) a

royalty equal to approximately 1% of gross sales;

plus (ii) an amount for advertising equal to between 1-1/2% to 3% of gross sales generated

at the stores depending upon our actual advertising costs.

Our restaurants provide a neighborhood

casual, standardized dining experience, typical of casual restaurant chains.

The interior decor of the restaurants is nautical with numerous

fishing and boating pictures and decorations.

The restaurants are designed to permit minor modifications without significant capital expenditures.

However, from time to time we are required to redesign and refurbish the restaurants at significant cost.

Drink prices may vary between

locations to meet local conditions.

Food prices are substantially standardized for all restaurants.

The restaurants' hours of operation

are from 11:00 a.m.

to 1:00-5:00 a.m.

depending upon demand and local

Company-Owned Restaurants .

We own and operate nine restaurants all under our service mark “Flanigan’s Seafood Bar and Grill”

are jointly operated with package liquor stores we own.

depending upon demand and local law.

Company-Owned

Restaurants .

We own and operate nine restaurants all under our service mark “Flanigan’s Seafood Bar and Grill”

two of which are jointly operated with package liquor stores we own.

One additional combination package liquor store and restaurant located

University Drive, Hollywood, Florida (Store #19) has been closed since October 2018 due to fire damage.

Franchised Restaurants .

We franchise five restaurants, all of which operate under our service mark “Flanigan’s Seafood Bar and Grill”,

two of which operate as a restaurant only, two of which operate jointly with a franchisee operated “Big Daddy’s Liquors”

package liquor store and one of which operates adjacent to a “Big Daddy’s Liquors”

package liquor store.

Generally, a franchise

agreement with our franchisees for the operation of a restaurant runs for the balance of the term of the franchisee’s lease

for the business premises, extended by the franchisee’s continued occupancy of the business premises thereafter, whether

by lease or ownership.

In exchange for our providing management and related services to the franchisee and our granting the right

to the franchisee to use our service mark, “Flanigan’s Seafood Bar and Grill”, our franchisees pay us weekly

in arrears, (i) a royalty equal to approximately 3% of gross sales;

plus (ii) an amount for advertising equal to between 1-1/2%

to 3% of gross sales from the restaurants depending upon our actual advertising costs.

For accounting purposes,

we do not consolidate the revenue and expenses of our franchisees’

operations with our revenue and expenses.

Franchise royalties

we receive are “earned”

when sales are made by franchisees.

Restaurants Owned by Affiliated Limited Partnerships

We have invested along

with others, (some of whom are or are affiliated with our officers and directors), in nine limited partnerships which currently

own and operate nine South Florida based restaurants under our service mark “Flanigan’s Seafood Bar and Grill”.

In addition to being a limited partner in these limited partnerships, we are the sole general partner of eight of these limited

partnerships and manage and control the operations of these restaurants.

We are only a limited partner in the limited partnership

which owns and operates the restaurant located in Fort Lauderdale, Florida.

We are currently developing a “Flanigan’s

Seafood Bar and Grill”

restaurant in Sunrise, Florida which will be owned by a limited partnership using the same or substantially

similar financial arrangement and of which we will be the sole general partner and may invest as a limited partner.

Generally, the terms of

the limited partnership agreements provide that until the investors’

cash investment in a limited partnership (including

any cash invested by us) is returned in full, (available cash is distributed to the investors pro-rata based on ownership interest),

the limited partnership distributes to the investors annually out of available cash from the operation of the restaurant, as a

return of capital, 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 and one-half (½) to the investors, (including us), pro-rata based on the investors’

investment, as a return of capital.

Once all of the investors, (including us), have received, in full, amounts equal to their cash

invested, an annual management fee becomes payable to us equal to one-half (½) of cash available to be distributed, with

the other one-half (½) of available cash distributed to the investors (including us), as a profit distribution, pro-rata

based on the investors’

As of October 3, 2020, all eight (8) limited partnerships where we are the general partner

and are eligible to receive a management fee, have returned to their respective investors all cash invested and we receive an annual

management fee equal to one-half (½) of the cash available for distribution by these limited partnerships.

In addition to

our receipt of distributable amounts from the limited partnerships, we receive a fee equal to 3% of gross sales for use of our

“Flanigan’s Seafood Bar and Grill”

service mark, which use is authorized while we act as general partner only.

This 3% fee is “earned”

when sales are made by the limited partnerships and is paid weekly, in arrears.

will have any additional restaurants under development in the future will be dependent, among other things, on market conditions

and our ability to raise capital.

We anticipate that we will continue to form limited partnerships to raise funds to own and operate

restaurants under our service mark “Flanigan’s Seafood Bar and Grill”

using the same or substantially similar

financial arrangements.

Below is information on

the nine limited partnerships which own and operate “Flanigan’s Seafood Bar and Grill”

Restaurants .

We franchise five restaurants, all of which operate under our service mark “Flanigan’s Seafood Bar and

Grill”, two of which operate as a restaurant only, two of which operate jointly with a franchisee operated “Big Daddy’s

Liquors” package liquor store and one of which operates adjacent to a “Big Daddy’s Liquors” package liquor store.

Generally, a franchise agreement

with our franchisees for the operation of a restaurant runs for the balance of the term of the franchisee’s lease for the business

premises, extended by the franchisee’s continued occupancy of the business premises thereafter, whether by lease or ownership.

exchange for our providing management and related services to the franchisee and our granting the right to the franchisee to use our service

mark, “Flanigan’s Seafood Bar and Grill”, our franchisees pay us weekly in arrears, (i) a royalty equal to approximately

3% of gross sales;

plus (ii) an amount for advertising equal to between 1-1/2% to 3% of gross sales from the restaurants depending upon

our actual advertising costs.

For accounting purposes, we do

not consolidate the revenue and expenses of our franchisees’ operations with our revenue and expenses.

Franchise royalties we receive

are “earned” when sales are made by franchisees.

Restaurants Owned by Affiliated

Limited Partnerships

We have invested along with others,

(some of whom are or are affiliated with our officers and directors), in nine limited partnerships which currently own and operate nine

South Florida based restaurants under our service mark “Flanigan’s Seafood Bar and Grill”.

In addition to being a limited

partner in these limited partnerships, we are the sole general partner of eight of these limited partnerships and manage and control the

operations of these restaurants.

We are only a limited partner in the limited partnership which owns and operates the restaurant located

in Fort Lauderdale, Florida.

We are currently developing “Flanigan’s” restaurants in Sunrise, Florida and Miramar, Florida,

both of which will be owned by a limited partnership using the same or substantially similar financial arrangement and corporate structure

as our other restaurants owned by limited partnerships, with the Company acting as the sole general partner of the limited partnerships.

Additionally, we and certain of our affiliates may become limited partners in these limited partnerships.

Generally, the terms of the limited

partnership agreements provide that until the investors’ cash investment in a limited partnership (including any cash invested by

us) is returned in full, (available cash is distributed to the investors pro-rata based on ownership interest), the limited partnership

distributes to the investors annually out of available cash from the operation of the restaurant, as a return of capital, 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 and one-half (½)

to the investors, (including us), pro-rata based on the investors’ investment, as a return of capital.

Once all of the investors,

(including us), have received, in full, amounts equal to their cash invested, an annual management fee becomes payable to us equal to

one-half (½) of cash available to be distributed, with the other one-half (½) of available cash distributed to the investors

(including us), as a profit distribution, pro-rata based on the investors’ investment.

As of October 2, 2021, all eight (8) limited

partnerships where we are the general partner and are eligible to receive a management fee, have returned to their respective investors

all cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by these limited

partnerships.

In addition to our receipt of distributable amounts from the limited partnerships, we receive a fee equal to 3% of gross

sales for use of our “Flanigan’s Seafood Bar and Grill” or “Flanigan’s” service marks, which use is

authorized while we act as general partner only.

This 3% fee is “earned” when sales are made by the limited partnerships and

is paid weekly, in arrears.

Whether we will have any additional restaurants under development in the future will be dependent, among other

things, on market conditions and our ability to raise capital.

We anticipate that we will continue to form limited partnerships to raise

funds to own and operate restaurants under our service marks “Flanigan’s Seafood Bar and Grill” or “Flanigan’s”

using the same or substantially similar financial arrangements.

Below is information on the nine

limited partnerships which own and operate “Flanigan’s Seafood Bar and Grill” or “Flanigan’s” restaurants:

Surfside, Florida

We are the sole general

partner and a 46% limited partner in this limited partnership which has owned and operated a restaurant in Surfside, Florida under

our “Flanigan’s Seafood Bar and Grill”

service mark since March 6, 1998.

33.3% of the remaining limited partnership

interest is owned by persons who are either our officers, directors or their family members.

This limited partnership has returned

to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the

cash available for distribution by this limited partnership.

We are the sole general partner

and a 46% limited partner in this limited partnership which has owned and operated a restaurant in Surfside, Florida under our “Flanigan’s

Seafood Bar and Grill” service mark since March 6, 1998.

33.3% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all of their initial

cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited

Kendall, Florida

We are the sole general

partner and a 41% limited partner in this limited partnership which has owned and operated a restaurant in Kendall, Florida under

our “Flanigan’s Seafood Bar and Grill”

service mark since April 4, 2000.

28.3% of the remaining limited partnership

interest is owned by persons who are either our officers, directors or their family members.

This limited partnership has returned

to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the

cash available for distribution by this limited partnership.

We are the sole general partner

and a 41% limited partner in this limited partnership which has owned and operated a restaurant in Kendall, Florida under our “Flanigan’s

Seafood Bar and Grill” service mark since April 4, 2000.

28.3% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all of their initial

cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited

West Miami, Florida

We are the sole general

partner and a 27% limited partner in this limited partnership which has owned and operated a restaurant in West Miami, Florida

under our “Flanigan’s Seafood Bar and Grill”

service mark since October 11, 2001.

32.7% of the remaining limited

partnership interest is owned by persons who are either our officers, directors or their family members.

This limited partnership

has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½)

of the cash available for distribution by this limited partnership.

We are the sole general partner

and a 27% limited partner in this limited partnership which has owned and operated a restaurant in West Miami, Florida under our “Flanigan’s

Seafood Bar and Grill” service mark since October 11, 2001.

32.7% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all of their initial

cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited

Wellington, Florida

We are the sole general

partner and a 28% limited partner in this limited partnership which has owned and operated a restaurant in Wellington, Florida

under our “Flanigan’s Seafood Bar and Grill”

service mark since May 27, 2005.

22.4% of the remaining limited

partnership interest is owned by persons who are either our officers, directors or their family members.

This limited partnership

has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (1/2)

of the cash available for distribution by this limited partnership.

We are the sole general partner

and a 28% limited partner in this limited partnership which has owned and operated a restaurant in Wellington, Florida under our “Flanigan’s

Seafood Bar and Grill” service mark since May 27, 2005.

22.4% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all of their initial

cash invested and we receive an annual management fee equal to one-half (1/2) of the cash available for distribution by this limited partnership.

Pinecrest, Florida

We are the sole general

partner and 45% limited partner in this limited partnership which has owned and operated a restaurant in Pinecrest, Florida under

our “Flanigan’s Seafood Bar and Grill”

service mark since August 14, 2006.

20.2% of the remaining limited partnership

interest is owned by persons who are either our officers, directors or their family members.

This limited partnership has returned

to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the

cash available for distribution by this limited partnership.

We are the sole general partner

and 45% limited partner in this limited partnership which has owned and operated a restaurant in Pinecrest, Florida under our “Flanigan’s

Seafood Bar and Grill” service mark since August 14, 2006.

20.2% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all of their initial

cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited

Pembroke Pines, Florida

We are the sole general

partner and a 24% limited partner in this limited partnership which has owned and operated a restaurant in Pembroke Pines, Florida

under our “Flanigan’s Seafood Bar and Grill”

service mark since October 29, 2007.

23.8% of the remaining limited

partnership interest is owned by persons who are either our officers, directors or their family members.

This limited partnership

has returned to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½)

of the cash available for distribution by this limited partnership.

We are the sole general partner

and a 24% limited partner in this limited partnership which has owned and operated a restaurant in Pembroke Pines, Florida under our “Flanigan’s

Seafood Bar and Grill” service mark since October 29, 2007.

23.8% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all of their initial

cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited

Davie, Florida

We are the sole general

partner and a 49% limited partner in this limited partnership which has owned and operated a restaurant in Davie, Florida under

our “Flanigan’s Seafood Bar and Grill”

service mark since July 28, 2008.

12.3% of the remaining limited partnership

interest is owned by persons who are either our officers, directors or their family members.

This limited partnership has returned

to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the

cash available for distribution by this limited partnership.

We are the sole general partner

and a 49% limited partner in this limited partnership which has owned and operated a restaurant in Davie, Florida under our “Flanigan’s

Seafood Bar and Grill” service mark since July 28, 2008.

12.3% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all of their initial

cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited

Miami, Florida

We are the sole general

partner and a 5% limited partner in this limited partnership which has owned and operated a restaurant in Miami, Florida under

our “Flanigan’s Seafood Bar and Grill”

service mark since December 27, 2012.

26.8% of the remaining limited partnership

interest is owned by persons who are either our officers, directors or their family members.

This limited partnership has returned

to its investors all of their initial cash invested and we receive an annual management fee equal to one-half (½) of the

cash available for distribution by this limited partnership.

We are the sole general partner

and a 5% limited partner in this limited partnership which has owned and operated a restaurant in Miami, Florida under our “Flanigan’s

Seafood Bar and Grill” service mark since December 27, 2012.

26.8% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all of their initial

cash invested and we receive an annual management fee equal to one-half (½) of the cash available for distribution by this limited

Sunrise, Florida

During the second quarter of our

fiscal year 2019, we entered into a Lease Agreement (the “Sunrise Lease Agreement”) with a non-affiliated third party

to rent approximately 6,900 square feet of commercial space in Sunrise, Florida where, subject to certain conditions, we anticipate

opening a new restaurant location under our “Flanigan’s Seafood Bar and Grill”

service mark.

During the third

quarter of our fiscal year 2019, we assigned the Sunrise Lease Agreement to a newly formed limited partnership in which we currently

are (i) the sole general partner;

and (ii) our wholly owned subsidiary is the sole limited partner.

While there can be no assurances

that we will be successful in doing so, we intend to sell limited partnership interests to third parties as well as affiliates

of the Company in order to raise net proceeds, in the amount of $5,000,000, which proceeds will be used to renovate this potential

restaurant location.

We anticipate that the new restaurant location’s ownership and operating structure will be substantially

similar to that of our other restaurants owned by limited partnerships.

fiscal year 2019, we entered into a Lease Agreement (the “Sunrise Lease Agreement”) with a non-affiliated third party to rent

approximately 6,900 square feet of commercial space in Sunrise, Florida where, subject to certain conditions, we anticipate opening a

new restaurant location under our “Flanigan’s” service mark.

During the third quarter of our fiscal year 2019, we assigned

the Sunrise Lease Agreement to a newly formed limited partnership in which we currently are (i) the sole general partner;

wholly owned subsidiary is the sole limited partner.

While there can be no assurances that we will be successful in doing so, we are currently

selling limited partnership interests to third parties as well as affiliates of the Company in order to raise net proceeds, in the amount

of $5,000,000, which proceeds will be used to renovate this potential restaurant location.

We anticipate that the new restaurant location’s

ownership and operating structure will be substantially similar to that of our other restaurants owned by limited partnerships.

October 2, 2021, we have made capital contributions of $2,982,000, including construction in progress of $2,224,000, in this limited partnership.

Miramar, Florida

During the fourth quarter of our

fiscal year 2019, we entered into a Lease Agreement (the “Miramar Lease Agreement”) with a non-affiliated third party to rent

approximately 6,000 square feet of commercial space in Miramar, Florida where, subject to certain conditions, we anticipate opening a

new restaurant location under our “Flanigan’s” service mark.

Subsequent to the end of our fiscal year 2021, we assigned

the Miramar Lease Agreement to a newly formed limited partnership in which we currently are (i) the sole general partner;

wholly owned subsidiary is the sole limited partner.

While there can be no assurances that we will be successful in doing so, we are currently

selling limited partnership interests to third parties as well as affiliates of the Company in order to raise net proceeds, in the amount

of $4,000,000, which proceeds will be used to renovate this potential restaurant location.

We anticipate that the new restaurant location’s

ownership and operating structure will be substantially similar to that of our other restaurants owned by limited partnerships.

October 2, 2021, we have made capital contributions of $313,000, including construction in progress of $260,000, in this limited partnership.

Fort Lauderdale, Florida

A corporation owned by

one 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.

25% limited partnership interest in this limited partnership.

31.9% of the remaining limited partnership interest is owned by persons

who are either our officers, directors or their family members.

This limited partnership has returned to its investors all cash

invested, but since we are not the general partner of this limited partnership, we do not receive an annual management fee.

have a franchise arrangement with this limited partnership and for accounting purposes, we do not consolidate the operations of

this limited partnership into our operations.

Management Agreement for “The Whale’s Rib”

Since January 2006, we

have managed “The Whale’s Rib”, a casual dining restaurant located in Deerfield Beach, Florida, pursuant to a

management agreement.

A corporation owned by one 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.

We have a 25% limited partnership

interest in this limited partnership.

31.9% of the remaining limited partnership interest is owned by persons who are either our officers,

directors or their family members.

This limited partnership has returned to its investors all cash invested, but since we are not the

general partner of this limited partnership, we do not receive an annual management fee.

We have a franchise arrangement with this limited

partnership 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

Since January 2006, we have managed

“The Whale’s Rib”, a casual dining restaurant located in Deerfield Beach, Florida, pursuant to a management agreement.

We paid $500,000 in exchange for our rights to manage this restaurant.

The restaurant is owned by a third

party unaffiliated with us.

In exchange for providing management, bookkeeping and related services, we receive one-half (½)

of the net profit, if any, from the operation of the restaurant.

For our fiscal years ended October 3, 2020 and September 28, 2019,

we generated $150,000 and $375,000 of revenue, respectively from providing these management services.

Operations and Management

We emphasize systematic

operations and control of all package liquor stores and restaurants regardless of whether we own, franchise or manage the unit.

Each unit has its own manager who is responsible for monitoring inventory levels, supervising sales personnel, food preparation

and service in restaurants and generally assuring that the unit is managed in accordance with our guidelines and procedures.

have in effect an incentive cash bonus program for our managers and salespersons based upon various performance criteria.

Our operations

are supervised by supervisors, who visit units to provide on-site management and support.

There are three supervisors responsible

for package liquor store operations and five supervisors responsible for restaurant operations.

All of our managers and

salespersons receive extensive training in sales techniques.

We arrange for independent third parties, or "shoppers",

to inspect each unit in order to evaluate the unit's operations, including the handling of cash transactions.

The restaurant is owned by a third party unaffiliated with us.

In exchange for providing management, bookkeeping and related services, we receive one-half (½) of the net profit, if any, from the

operation of the restaurant.

For our fiscal years ended October 2, 2021 and October 3, 2020, we generated $400,000 and $150,000 of revenue,

respectively from providing these management services.

and Management

We emphasize systematic operations

and control of all package liquor stores and restaurants regardless of whether we own, franchise or manage the unit.

Each unit has its

own manager who is responsible for monitoring inventory levels, supervising sales personnel, food preparation and service in restaurants

and generally assuring that the unit is managed in accordance with our guidelines and procedures.

We have in effect an incentive cash

bonus program for our managers and salespersons based upon various performance criteria.

Our operations are supervised by supervisors,

who visit units to provide on-site management and support.

There are three supervisors responsible for package liquor store operations

and six supervisors responsible for restaurant operations.

All of our managers and salespersons

receive extensive training in sales techniques.

We arrange for independent third parties, or "shoppers", to inspect each unit

in order to evaluate the unit's operations, including the handling of cash transactions.

Purchasing and Inventory

The package liquor business

requires a constant substantial capital investment in inventory in the units.

Our inventory consists primarily of liquor and wine

products and as such, does not become excessive or obsolete that would require identifying and recording of the same.

Liquor inventory

purchased can normally be returned only if defective or broken.

All of our purchases of

liquor inventory are made through our purchasing department from our corporate headquarters.

The major portion of inventory is

purchased under individual purchase orders with licensed wholesalers and distributors who deliver the merchandise within one or

two days of the placing of an order.

Frequently there is only one wholesaler in the immediate marketing area with an exclusive

distributorship of certain liquor product lines.

Substantially all of our liquor inventory is shipped by the wholesalers or distributors

directly to our stores.

We significantly increase our inventory prior to Christmas, New Year's Eve and other holidays.

Under Florida

law, we are required to pay for our liquor purchases within ten days of delivery.

Negotiations with food

suppliers are conducted by our purchasing department at our corporate headquarters.

We believe this ensures that the best quality

and prices will be available to each restaurant.

Orders for food products are prepared by each restaurant's kitchen manager and

reviewed by the restaurant's general manager before orders are placed.

The package liquor business requires

a constant substantial capital investment in inventory in the units.

Our inventory consists primarily of liquor and wine products and

as such, does not become excessive or obsolete that would require identifying and recording of the same.

Liquor inventory purchased can

normally be returned only if defective or broken.

All of our purchases of liquor

inventory are made through our purchasing department from our corporate headquarters.

The major portion of inventory is purchased under

individual purchase orders with licensed wholesalers and distributors who deliver the merchandise within one or two days of the placing

Frequently there is only one wholesaler in the immediate marketing area with an exclusive distributorship of certain liquor

product lines.

Substantially all of our liquor inventory is shipped by the wholesalers or distributors directly to our stores.

We significantly

increase our inventory prior to Christmas, New Year's Eve and other holidays.

Under Florida law, we are required to pay for our liquor

purchases within ten days of delivery.

Negotiations with food suppliers

are conducted by our purchasing department at our corporate headquarters.

We believe this ensures that the best quality and prices will

be available to each restaurant.

Orders for food products are prepared by each restaurant's kitchen manager and reviewed by the restaurant's

general manager before orders are placed.

Food is delivered by the supplier directly to each restaurant.

Orders are placed several times a week to ensure product freshness.

Orders are placed several times

a week to ensure product freshness.

Food inventory is primarily paid for monthly.

We purchase food and other commodities for use in our

operations based on market prices established with our suppliers.

Many of the food products purchased by us can be subject to price volatility

due to market supply and demand factors outside of our control.

We mitigate the risk of supply shortages and obtain competitive prices

by utilizing multiple qualified suppliers for substantially all our food products.

We negotiate short and long term

agreements for certain of our principal food product requirements , depending on market conditions and expected demand.

We evaluate the

possibility of entering into arrangements to assist us in managing risk and variability associated with the supply and demand of food

In order to fix the cost and ensure

adequate supply of baby back ribs for our restaurants, on November 9, 2020, we entered into a purchase agreement with our current rib

supplier, whereby we agreed to purchase approximately $6,420,000 of baby back ribs during calendar year 2021 from this vendor at a fixed

During the third quarter of our fiscal year 2021, we agreed to increase the fixed cost of the remaining baby back ribs for our calendar

year 2021 by approximately $408,000 to ensure adequate supply for our restaurants during calendar year 2022.

In order to ensure adequate supply

of baby back ribs for our restaurants for calendar year 2022, on October 4, 2021, we entered into a purchase agreement with our current

rib supplier, whereby we agreed to purchase approximately $10,414,000 of baby back ribs during calendar year 2022 from this vendor at

Our purchase agreement provides for the purchase of “2.25 & Down Baby Back Ribs” (industry jargon for the

weight range in which slabs of baby back ribs are sold), at a monthly cost of the average market price per pound of the prior 4 weeks.

While we anticipate purchasing

all of our rib supply from this vendor, we believe there are several other alternative vendors available, if needed.

restaurant and package liquor store point of sale and back-office systems provide information regarding daily sales, cash receipts, inventory,

food and beverage costs, labor costs and other controllable operating expenses.

Our restaurants offer online ordering for to-go sales.

and package liquor store hardware and software support is provided by both our internal support services team as well as third-party vendors.

restaurant and package liquor store has a private high-speed wide area connection to send and receive critical business data as well as

to access web-based applications securely as well as a failover capability.

All of our core and critical applications are backed

up to external data centers.

To mitigate business interruptions, we utilize a data backup and replication infrastructure between

our onsite and external data centers, so all data is replicated nightly between the sites.

require cybersecurity awareness training for all staff members with access to our cyber systems.

We also maintain cyber risk insurance

coverage to further reduce our risk profile.

Security of our financial data and other sensitive information remains a high priority

for us, led by our information technology department.

In an effort to further secure our customers’ credit card information, we

employ an encryption and tokenization platform for all credit card transactions in our restaurants, ensuring no credit card data is stored

in our internal systems.

Government Regulation

Our operations are subject

to various federal, state and local laws affecting our business.

In particular, our operations are subject to regulation by federal

agencies and to licensing and regulation by state and local health, sanitation, alcoholic beverage control, safety and fire department

agencies in the state or municipality where our units are located.

Alcoholic beverage control

regulations require each of our restaurants and package liquor stores to obtain a license to sell alcoholic beverages from a state

authority and in certain locations, county and municipal authorities.

In Florida, where all of

our restaurants and package liquor stores are located, most of our liquor licenses are issued on a "quota license"

Quota licenses are issued on the basis of a population count established from time to time under the latest applicable census.

Because the total number of liquor licenses available under a quota license system is limited and restrictions are placed upon

their transfer, the licenses have purchase and resale value based upon supply and demand in the particular areas in which they

The quota licenses held by us allow the sale of liquor for on and off premises consumption.

The other liquor licenses

held by us or limited partnerships of which we are the general partner, are restaurant liquor licenses, which do not have quota

restrictions or purchase or resale value.

A restaurant liquor license is issued to every applicant who meets all of the state and

local licensing requirements, including, but not limited to zoning and minimum restaurant size, seating and menu.

The restaurant

liquor licenses held by us allow the sale of liquor for on premises consumption only.

All licenses must be renewed

annually and may be revoked or suspended for cause at any time.

Suspension or revocation may result from violation by the licensee

or its employees of any federal, state or local law regulation pertaining to alcoholic beverage control.

Alcoholic beverage control

regulations relate to numerous aspects of the daily operations of our units, including, minimum age of patrons and employees, hours

of operations, advertising, wholesale purchasing, inventory control, handling, storage and dispensing of alcoholic beverages, internal

control and accounting.

As the sale of alcoholic

beverages constitutes a large share of our revenue, the failure to receive or retain, or a delay in obtaining a liquor license

in a particular location could adversely affect our operations in that location and could impair our ability to obtain licenses

During our fiscal years

2020 and 2019, no significant pending matters have been initiated concerning any of our licenses which might be expected to result

in a revocation of a liquor license or other significant actions against us.

We are subject to “dram-shop”

Our operations are subject to

various federal, state and local laws affecting our business.

In particular, our operations are subject to regulation by federal agencies

and to licensing and regulation by state and local health, food preparation and safety, sanitation, alcoholic beverage control, safety

and fire department agencies in the state or municipality where our units are located.

Alcoholic beverage control regulations

require each of our restaurants and package liquor stores to obtain a license to sell alcoholic beverages from a state authority and in

certain locations, county and municipal authorities.

In Florida, where all of our restaurants

and package liquor stores are located, most of our liquor licenses are issued on a "quota license" basis.

Quota licenses are issued

on the basis of a population count established from time to time under the latest applicable census.

Because the total number of liquor

licenses available under a quota license system is limited and restrictions are placed upon their transfer, the licenses have purchase

and resale value based upon supply and demand in the particular areas in which they are issued.

The quota licenses held by us allow the

sale of liquor for on and off premises consumption.

The other liquor licenses held by us or limited partnerships of which we are the general

partner, are restaurant liquor licenses, which do not have quota restrictions or purchase or resale value.

A restaurant liquor license

is issued to every applicant who meets all of the state and local licensing requirements, including, but not limited to zoning and minimum

restaurant size, seating and menu.

The restaurant liquor licenses held by us allow the sale of liquor for on premises consumption only.

All licenses must be renewed annually

and may be revoked or suspended for cause at any time.

Suspension or revocation may result from violation by the licensee or its employees

of any federal, state or local law regulation pertaining to alcoholic beverage control.

Alcoholic beverage control regulations relate

to numerous aspects of the daily operations of our units, including, minimum age of patrons and employees, hours of operations, advertising,

wholesale purchasing, inventory control, handling, storage and dispensing of alcoholic beverages, internal control and accounting.

As the sale of alcoholic beverages

constitutes a large share of our revenue, the failure to receive or retain, or a delay in obtaining a liquor license in a particular location

could adversely affect our operations in that location and could impair our ability to obtain licenses elsewhere.

During our fiscal years 2021 and

2020, no significant pending matters have been initiated concerning any of our licenses which might be expected to result in a revocation

of a liquor license or other significant actions against us.

We are subject to “dram-shop”

statutes due to our restaurant operations.

These statutes generally provide a person injured by an intoxicated person the right

to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual.

We carry liquor

liability coverage as part of our existing comprehensive general liability insurance, which we believe is consistent with coverage

carried by other entities in the restaurant industry.

Although we are covered by insurance, a judgment against us under a dram-shop

statute in excess of our liability coverage could have a material adverse effect on us.

Our operations are also

subject to federal and state laws governing such matters as wages, working conditions, citizenship requirements and overtime.

numbers of hourly personnel at our restaurants are paid at rates related to the federal or Florida minimum wage, whichever is higher,

and accordingly, increases in the minimum wage will increase labor costs.

We are also subject to the Americans with Disability

Act of 1990 (ADA), which, among other things, may require certain renovations to our restaurants to meet federally mandated requirements.

The cost of any such renovations is not expected to materially affect us.

We are not aware of any

statute, ordinance, rule or regulation under present consideration which would significantly limit or restrict our business as

now conducted.

However, in view of the number of jurisdictions in which we conduct business, and the highly regulated nature of

the liquor business, there can be no assurance that additional limitations may not be imposed in the future, even though none are

presently anticipated.

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.

Due to COVID-19, from mid-March 2020 through mid-May 2020, we ceased all dining and bar services at all

of our restaurants, limiting service to take-out and delivery only of food, and implemented reduced hours at our retail package

liquor stores.

From mid-May 2020 through the beginning of July 2020, there was a gradual elimination of restrictions on our restaurant

operations, permitting us to, among other things, provide dining for outdoor seating patrons with appropriate social distancing

and provide dining for indoor patrons at up to 50% capacity (depending on the location of the restaurant), but with no bar service

and increased operating hours at our package liquor stores.

From the beginning of July 2020 through the beginning of September

2020, we ceased dine-in service at all of our Miami-Dade County, Florida restaurants, (two Company-owned and six limited partnership

owned restaurants).

Since the beginning of September 2020, we have been offering both food and bar options at all of our restaurants,

including those located in Miami-Dade County, Florida, with appropriate social distancing and dine-in

service at up to 100% capacity, including outdoor seating.

Due to COVID-19, we implemented

(i) certain cost cutting measures including material layoffs at our restaurants and reduced corporate personnel salaries;

a number of changes to our operations such as the establishment of an in-house delivery service and an adjustment to our traditional

staffing model to meet customer demand.

We have been in regular contact with our suppliers and while to date we have not experienced

significant disruptions in our supply chain, we could see future disruptions should the impacts of COVID-19 extend for a considerable

amount of time.

To support our employees, we have implemented work from home support, increased sanitization of high touch, high

traffic areas in our restaurants, retail package liquor stores and corporate offices, provided personal protective equipment for

our employees and increased the frequency of personal hygiene practices.

From March 29, 2020 through May 9, 2020, the salaries

of all our non-executive corporate office personnel were reduced by 20%, the base salaries of our Chief Operating Officer and Chief

Financial Officer were each reduced by 50% and our Chief Executive Officer waived his base salary, representing salary savings

of approximately $135,000 during this period.

Our employee headcount as of fiscal year end 2020 was 1,804 persons reduced from

1,870 persons as of our fiscal year end 2019.

In addition and also due to COVID-19, we did not make any

quarterly distributions to our limited partners for the quarter ended March 31, 2020.

For each of the quarters ended June 30, 2020

and September 30, 2020, we made quarterly distributions to our limited partners equal to one-half (½) of the amounts that

would have been distributed for the quarter ended March 31, 2020.

During the third quarter

of fiscal year end 2020, the United States government passed a $2.0 trillion Coronavirus Aid, Relief and Economic Security Act

(“CARES Act”) designed primarily to help keep businesses running during and after the COVID-19 pandemic.

Act included provisions for certain deductions and tax credits, filing deadline extensions, filing payment deadlines and making

available certain grant money to assist businesses.

This CARES ACT allowed us to take advantage of credits, deferments, and deductions,

and PPP Loans (described below) during the third quarter of our fiscal year 2020.

As a result, during the third and fourth quarter

of 2020, we reversed certain of our cost cutting measures, including (i) reinstating employees laid off at our restaurants in anticipation

of resuming dine-in service, (ii) restoring corporate personnel and executive salaries and (iii) paying prior salary reductions.

During the third quarter

of our fiscal year 2020, we, certain of the entities owning the limited partnership stores (the “LP’s”), franchised

stores (the “Franchisees”) 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 pursuant to the Paycheck Protection

Program (the “PPP”) under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) enacted

March 27, 2020, in the aggregate principal amount of approximately $13.1 million, (the “PPP Loans”), of which approximately:

(i) $5.9 million was loaned to us;

(ii) $4.1 million was loaned to 8 of the LP’s;

(iii) $2.6 million was loaned to 5 of the

and (iv) $0.5 million was loaned to the Managed Store.

The PPP Loans to the Franchisees and the Managed Store are

not included in our consolidated financial statements.

Due to our receipt of the PPP Loans, we reversed certain cost cutting measures,

including reinstating employees laid off at our restaurants in anticipation of resuming dine-in service and restoring corporate

personnel salaries.

The PPP Loans,

which are in the form of Notes issued by each of the Borrowers, mature two years from the date of funding (dates ranging from

May 5, 2022 to May 11, 2022) and bear interest at a rate of 1.00% per annum, payable monthly commencing approximately six

months from the date of issuance of the Notes (issuance dates ranging from April 30, 2020 to May 6, 2020).

The Notes may be

prepaid by the applicable Borrower at any time prior to maturity with no prepayment penalties.

Proceeds from the PPP Loans

have been used and are available to the respective Borrower to fund designated expenses, including certain payroll costs,

group health care benefits and other permitted expenses, including rent and interest on mortgages and other debt obligations

incurred before February 15, 2020.

Under the terms of the PPP, up to the entire amount of principal and accrued interest may

be forgiven to the extent the proceeds of the PPP Loans are used for qualifying expenses as described in the CARES Act and

applicable implementing guidance issued by the U.S.

Small Business Administration under the PPP.

No assurance can be given

that the Borrowers will obtain forgiveness of the PPP Loans in whole or in part.

With respect to any portion

of any of the PPP Loans that is not forgiven under the terms of the PPP, such amounts will be subject to customary provisions for

a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions

of the applicable PPP Note and cross-defaults on any other loan with the Lender or other creditors.

We do not believe COVID-19

has had a material adverse effect on our access to supplies or labor, although 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.

Prior to obtaining the

PPP Loans, we were in compliance with the financial covenants contained in our loans with our unrelated third party institutional

lender (the “Institutional Lender”) under which as of October 3, 2020, we owe in the aggregate, approximately $12,209,000

(the “Institutional Loans”).

We determined that as of the end of the third quarter of our fiscal year 2020, we were

not in compliance with our financial covenants contained in the Institutional Loans related to the Rent Adjusted Funded Debt to

EBITDA Ratio because our consolidated debt during the third quarter of our fiscal year 2020 increased due to our repayment obligations

under the PPP Loans (the “Covenant Breach’).

Pursuant to the terms of the Institutional Loans, the Covenant Breach,

grants the Institutional Lender the right to exercise certain remedies under the Institutional Loans, including the right to accelerate

the indebtedness owed by us to the Institutional Lender thereunder.

On August 10, 2020, we received a written waiver of the Covenant

Breach from the Institutional Lender, which, among other things, waives the Covenant Breach through June 30, 2021.

As of October

3, 2020, we are in compliance with the financial covenants contained in our loans with our Institutional Lender.

There can be no assurances

that we will be in compliance with our financial covenants thereafter due to, among other things, that our results of operations

will likely continue to be materially impacted by the COVID-19 pandemic.

Absent a waiver, failure to be in compliance with our

financial covenants would constitute a default under the Institutional Loans with our Institutional Lender when reported.

a default, if not cured or waived, would allow the Institutional Lender to accelerate the maturity of the indebtedness we owe under

the Institutional Loans, making it due and payable at the time.

If maturity of the Institutional Loans were accelerated, it would

have a material adverse impact on our consolidated financial statements and results of operations.

General Liability Insurance

We have general

liability insurance which incorporates a deductible of $10,000 per occurrence for both us and the limited partnerships.

insurance carrier is responsible for $1,000,000 coverage per occurrence above our deductible, up to a maximum aggregate of

$2,000,000 per year.

During our fiscal year 2020, we were able to purchase excess liability insurance at a reasonable

premium, whereby our excess insurance carrier is responsible for $10,000,000 coverage above our primary general liability

insurance coverage.

We are uninsured against liability claims in excess of $11,000,000 per occurrence and in the aggregate.

Subsequent to the end of our fiscal year 2020, we secured general liability and excess liability insurance for the period

commencing after the expiration of the current policies on December 30, 2020.

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 claims.

Under our current liability insurance policy, certain expenses incurred in defending a claim, including

attorney's fees, are a part of our $10,000 deductible.

In accordance with accounting

guidance, we accrue for any liability by recognizing costs when it is probable that a covered liability has been incurred and the

cost can be reasonably estimated.

Accordingly, our annual insurance costs may be subject to adjustment from previous estimates

as facts and circumstances change.

Our accruals are included in the accompanying consolidated balance sheets in the caption "Accounts

payable and accrued expenses".

A significant unfavorable judgment or settlement against us in excess of our liability insurance

coverage could have a materially adverse effect on the Company.

Property Insurance;

Windstorm Insurance;

For the policy year

beginning December 30, 2019, our property insurance is a one (1) year policy with an unaffiliated third party insurance

carrier, including coverage for properties leased by us and our consolidated limited partnerships, and provides for full

insurance coverage for property losses, including those caused by windstorm, such as a hurricane.

For property losses caused

by windstorm, the property insurance has a fixed deductible of $100,000, plus 5% of all insured losses, per occurrence.

all other property losses, the property insurance has deductibles of $10,000 per location, per occurrence.

Subsequent to the

end of our fiscal year 2020, we secured property insurance for the period commencing after the expiration of the current

policy on December 30, 2020.

Competition and the Company's Market

The liquor and hospitality

industries are highly competitive and are often affected by changes in taste and entertainment trends among the public, by local,

national and economic conditions affecting spending habits, and by population and traffic patterns.

We believe that the principal

means of competition among package liquor stores is price and that, in general, the principal means of competition among restaurants

include the location, type and quality of facilities and the type, quality and price of beverage and food served.

Our package liquor stores

compete directly or indirectly with local retailers and discount "superstores".

Due to the competitive nature of the

liquor industry in South Florida, we have had to adjust our pricing to stay competitive, including meeting all competitors’

advertisements.

Such practices will continue in the package liquor business.

We believe that we have a competitive position in

our market because of widespread consumer recognition of the "Big Daddy's Liquors"

Our restaurants compete

directly or indirectly with many well-established competitors, both nationally and locally owned.

In June 2019, we increased certain

menu prices for our bar offerings to target an increase to our total bar revenues of approximately 6.2% annually and we also increased

certain restaurant menu prices for our food offerings to target an increase to our total food revenues of approximately 3.4% annually.

We believe that we have a competitive position in our market because of widespread consumer recognition of the "Flanigan’s

Seafood Bar and Grill"

We have many well-established

competitors, both nationally and locally owned, with substantially greater financial resources than we do.

Their resources and

market presence may provide advantages in marketing, purchasing and negotiating leases.

We compete with other restaurant and retail

establishments for sites and finding management personnel.

Our business is subject

to seasonal effects, including that liquor purchases tend to increase during the holiday seasons.

We operate our package

liquor stores and restaurants under two service marks;

"Big Daddy's Liquors"

and "Flanigan's Seafood Bar and Grill",

both of which are federally registered trademarks owned by us.

Our right to the use of the "Big Daddy's"

is set forth under a consent decree of a federal court entered into by us in settlement of federal trademark litigation.

decree and the settlement agreement allow us to continue to use and to expand our use of the "Big Daddy's”

in connection with our package liquor sales in Florida, while restricting future liquor sales in Florida under the "Big Daddy's"

name by the other party who has a federally registered service mark for "Big Daddy's"

use in the restaurant business.

The federal court retained jurisdiction to enforce the consent decree.

We have acquired registered Federal trademarks on the principal

and “Flanigan’s Seafood Bar and Grill”

service marks.

The standard symbolic trademark

associated with our facilities and operations is the bearded face and head of "Big Daddy"

which is predominantly displayed

at all "Flanigan's"

facilities and all "Big Daddy's"

facilities throughout the country.

The face comprising

this trademark is that of the Company’s founder, Joseph "Big Daddy"

Flanigan, and is a federally registered trademark

As of our fiscal year end

2020, we employed 1,804 persons, of which 952 were full-time and 852 were part-time.

Of these, 51 were employed at our corporate

offices in administrative capacities and 13 were employed in maintenance.

Of the remaining employees, 65 were employed in our package

liquor stores and 1,675 in our restaurants.

None of our employees are

represented by collective bargaining organizations.

These statutes generally provide a person injured by an intoxicated person the right to recover

damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual.

We carry liquor liability coverage

as part of our existing comprehensive general liability insurance, which we believe is consistent with coverage carried by other entities

in the restaurant industry.

Although we are covered by insurance, a judgment against us under a dram-shop statute in excess of our liability

coverage could have a material adverse effect on us.

Our operations are also subject

to federal and state laws governing such matters as wages, working conditions, citizenship requirements and overtime.

Significant numbers

of hourly personnel at our restaurants are paid at rates related to the federal or Florida minimum wage, whichever is higher, and accordingly,

increases in the minimum wage will increase labor costs.

We are also subject to the Americans with Disability Act of 1990 (ADA), which,

among other things, may require certain renovations to our restaurants to meet federally mandated requirements.

The cost of any such renovations

is not expected to materially affect us.

A significant number of our hourly

restaurant staff members receive income from gratuities.

Many of our locations participate voluntarily in a Tip Reporting Alternative

Commitment (“TRAC”) agreement with the Internal Revenue Service (“IRS”).

By complying with the educational and

other requirements of the TRAC agreement, we reduce the likelihood of potential employer-only FICA

tax assessments for unreported or underreported tips.

We are also subject to laws relating

to information security, privacy, cashless payments and consumer credit protection and fraud.

We are not aware of any statute,

ordinance, rule or regulation under present consideration which would significantly limit or restrict our business as now conducted.

in view of the number of jurisdictions in which we conduct business, and the highly regulated nature of the liquor business, there can

be no assurance that additional limitations may not be imposed in the future, even though none are presently anticipated.

depend on our staff members to successfully execute all aspects of our day-to-day operations.

Our ability to attract highly-motivated

staff members and retain an engaged, experienced team is key to successful execution of our strategy.

We are currently operating in a

competitive labor environment.

If we are unable to retain qualified restaurant management and operating personnel in an increasingly competitive

market, we may be unable to effectively operate and grow our business and revenues, which could materially adversely affect our financial

invest resources to ensure our staff receive training in order to maximize their potential.

In addition, we strive to provide our staff

with career advancement opportunities.

Our training programs allow us to fill certain of our management positions with internal candidates.

believe access to healthcare is a compelling benefit for many staff members and we offer healthcare benefits to our hourly staff members

who work a minimum of 30 hours per week, on average.

We attempt to provide a robust suite of benefits and wellness offerings.

to our staff members is an essential part of building an engaged workforce, and we provide avenues for staff to share their ideas and

of our fiscal year end 2021, we employed 1,555 persons, of which 665 were full-time and 890 were part-time.

Of these, 51 were employed

at our corporate offices in administrative capacities and 12 were employed in maintenance.

Of the remaining employees, 58 were employed

in our package liquor stores and 1,434 in our restaurants.

None of our employees are represented by collective bargaining organizations.

We consider our labor relations to be favorable.

key aspect of our culture is giving back to the communities where our staff live and work, and uniting our staff members around charitable

causes personal to them.

We periodically donate philanthropic organizations through campaigns designed to engage our staff company-wide

service programs, as follows:

Breast Cancer Awareness – We donate $10,000 to local Breast Cancer Support

organizations.

Donated over $100,000 to HOPE mission over five years through our Flanigan’s

Rockin’ Rib Run.

Money is used for disaster and hunger relief all over the world, youth outreach, and community building.

Achievement Awards – We provide schools in Miami-Dade, Broward, and Palm

Beach County with free meal coins and achievement awards throughout the year.

We give out approximately 30,000 awards every year.

Fishing Tournaments/Marine Conservation – We donate to fishing tournaments

and beach cleanup projects.

Supporting the local community – We donate funds to boy scouts, baseball

teams, schools, etc.

Habitat for Humanity – We have sponsored multiple home building projects

through Habitat for Humanity.

Sheridan House – We donated 500 backpacks to underprivileged children.

We also collect and donate school supplies annually.

Hurricane Relief – We donated $10,000 to the Bahamas after Hurricane Dorian.

Reclaimed Wood – All of our locations use reclaimed wood on interior walls.

We also believe our

sustainability programs and initiatives like restaurant-based composting and recycling and replacing our off-premise packaging with materials

that reduce the use of plastics and improve recyclability serve to foster pride in our staff.

to our management of human capital during the COVID-19 pandemic were our decisions to 1) obtain adequate personal protective equipment

for our staff and require the use of face masks by our restaurant teams in addition to any jurisdictional requirements in an effort to

keep our teams and customers safe;

2) institute a special paid time off program with the goal of ensuring that hourly staff and managers

could afford to take adequate time off from work to care for their health and the health of their families;

3) implement work from home

support, increased sanitization of high touch, high traffic areas in our restaurants, package liquor stores and corporate offices;

4) for certain periods during the pandemic, with their consent, reduce the salaries of all of our non-executive corporate office personnel

by 20%, the base salaries of our Chief Operating Officer and Chief Financial Officer by 50%, and the waiver by our Chief Executive Officer

of his base salary.

Executive Officers

1 unchanged sentence

Office or Position

Chairman of the Board of Directors, Chief Executive Officer

and President

Chairman of the Board of Directors, Chief Executive Officer and President

Chief Operating Officer and Executive Vice President

Chief Financial Officer, General Counsel and Secretary

Christopher O’Neil

Vice President of Package Operations

----------------

(1) Chairman of the Board of Directors, Chief Executive Officer

(1) Chairman of the Board of Directors, Chief Executive Officer since 2005;

President since 2002.

1 unchanged sentence

Secretary since 1995;

General Counsel since 1982.

Flanigan’s 401(k) Plan

Effective July 1, 2004,

we began sponsoring a 401(k) retirement plan covering substantially all employees who meet certain eligibility requirements.

may contribute elective deferrals to the plan up to amounts allowed under the Internal Revenue Code.

We are not required to contribute

to the plan but may make discretionary profit sharing and/or matching contributions.

During our fiscal years ended October 3, 2020

and September 28, 2019, the Board of Directors approved discretionary matching contributions totaling $81,000 and $74,000, respectively.

Environmental Matters

We are not aware of any

federal, state or local environmental laws or regulations that will materially affect our earnings or competitive position or result

in material capital expenditures.

However, we cannot predict the effect of possible future environmental legislation or regulations

on our operations.

Our website address is

https://www.flanigans.net

Counsel since 1982.

Flanigan’s 401(k) Plan

Effective July 1, 2004, we began

sponsoring a 401(k) retirement plan covering substantially all employees who meet certain eligibility requirements.

Employees may contribute

elective deferrals to the plan up to amounts allowed under the Internal Revenue Code.

We are not required to contribute to the plan but

may make discretionary profit sharing and/or matching contributions.

During our fiscal years ended October 2, 2021 and October 3, 2020,

the Board of Directors approved discretionary matching contributions totaling $59,000 and $81,000, respectively.

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 suggested

and mandated social distancing and “shelter-in-place” orders and other governmental mandates relating thereto (collectively,

“COVID-19”) caused significant disruptions to our business, adversely affected and will, in all likelihood continue to adversely

affect, our restaurant operations and financial results for the foreseeable future.

Throughout our fiscal year 2021, in accordance with

guidance from health officials, we offered both indoor and outdoor food and bar options at all of our restaurants, with, among other precautions

appropriate social distancing and mask requirements for all customers and employees.

During the third quarter of our

fiscal year 2020, we, certain of the entities owning the limited partnership stores (the “LP’s”), franchised stores

(the “Franchisees”) 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 pursuant to the Paycheck Protection Program (the “PPP”)

under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) enacted March 27, 2020, in the aggregate principal

amount of approximately $13.1 million, (the “PPP Loans”), of which approximately:

(i) $5.9 million was loaned to us;

$4.1 million was loaned to eight of the LP’s;

(iii) $2.6 million was loaned to five of the Franchisees;

and (iv) $0.5 million was

loaned to the Managed Store.

The PPP Loans to the Franchisees and the Managed Store are not included in our consolidated financial statements.

During our fiscal year 2021, we applied for and received forgiveness the entire amount of principal and accrued interest on all PPP Loans,

including Franchisees and the Managed Store.

During the second quarter of our

fiscal year 2021, certain of the LPs, as well as the Managed Store, applied for and received 2 nd PPP loans, 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 of the LP’s;

and (iv) $0.52 million was loaned to the Managed Store.

Loans, which are in the form of notes issued by each of the Borrowers, mature five (5) years from the date of funding (March 23, 2021)

and bear interest at a rate of 1.00% per annum, payable monthly commencing after the U.S.

Small Business Administration makes a determination

of the forgiveness of the 2 nd PPP Loans.

The notes may be prepaid by the applicable Borrower at any time prior to maturity

with no prepayment penalties.

Proceeds from the PPP Loans have been available to the respective Borrower to fund designated expenses,

including certain payroll costs, group health care benefits and other permitted expenses, including rent and interest on mortgages and

other debt obligations incurred before February 15, 2020.

Under the terms of the PPP, up to the entire amount of principal and accrued

interest may be forgiven to the extent the proceeds of the 2 nd PPP Loans are used for qualifying expenses as described in the

CARES Act and applicable implementing guidance issued by the U.S.

Small Business Administration under the PPP.

Subsequent to the end of

our fiscal year 2021, we applied for and received forgiveness of the entire amount of principal and accrued interest on all 2 nd

We do not believe COVID-19 has

had a material adverse effect on our access to supplies or labor, although 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.

As of October 2, 2021, we are

in compliance with the financial covenants contained in our loans with our unrelated third party institutional lender (the “Institutional

Lender”) under which we owe in the aggregate, approximately $17,096,000 (the “Institutional Loans”).

There can be no assurances that

we will be in compliance with our financial covenants thereafter due to, among other things, that our results of operations will likely

continue to be materially impacted by the COVID-19 pandemic.

Absent a waiver, failure to be in compliance with our financial covenants

would constitute a default under the Institutional Loans with our Institutional Lender when reported.

Such a default, if not cured or

waived, would allow the Institutional Lender to accelerate the maturity of the indebtedness we owe under the Institutional Loans, making

it due and payable at the time.

If maturity of the Institutional Loans were accelerated, it would have a material adverse impact on our

consolidated financial statements and results of operations.

General Liability Insurance

We have general liability insurance

which incorporates a deductible of $10,000 per occurrence for both us and the limited partnerships.

Our insurance carrier is responsible

for $1,000,000 coverage per occurrence above our deductible, up to a maxi mum aggregate of $2,000,000 per year.

During our fiscal year

2021, we were able to purchase excess liability insurance at a reasonable premium, whereby our excess insurance carrier is responsible

for $10,000,000 coverage above our primary general liability insurance coverage.

We are uninsured against liability claims in excess of

$11,000,000 per occurrence and in the aggregate.

We are in discussions to secure general liability and excess liability insurance for

the period commencing after the expiration of the current policies on December 30, 2021.

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

Under our current liability insurance policy, certain expenses incurred in defending a claim, including attorney's fees, are a

part of our $10,000 deductible.

In accordance with accounting

guidance, we accrue for any liability by recognizing costs when it is probable that a covered liability has been incurred and the cost

can be reasonably estimated.

Accordingly, our annual insurance costs may be subject to adjustment from previous estimates as facts and

circumstances change.

Our accruals are included in the accompanying consolidated balance sheets in the caption "Accounts payable and

accrued expenses".

A significant unfavorable judgment or settlement against us in excess of our liability insurance coverage could

have a materially adverse effect on the Company.

Windstorm Insurance;

For the policy year beginning

December 30, 2021, our property insurance is a one (1) year policy with an unaffiliated third party insurance carrier, including coverage

for properties leased by us and our consolidated limited partnerships, and provides for full insurance coverage for property losses, including

those caused by windstorm, such as a hurricane.

We are in discussions to secure property insurance for the period commencing after the

expiration of the current policy on December 30, 2021.

For property losses caused by windstorm, the property insurance has a fixed deductible

of $100,000, plus 5% of all insured losses, per occurrence.

For all other property losses, the property insurance has deductibles of $10,000

per location, per occurrence.

We are in discussions to secure property insurance for the period commencing after the expiration of the

current policy on December 30, 2021.

Competition and the Company's

The liquor and hospitality industries

are highly competitive and are often affected by changes in taste and entertainment trends among the public, by local, national and economic

conditions affecting spending habits, and by population and traffic patterns.

We believe that the principal means of competition among

package liquor stores is price and that, in general, the principal means of competition among restaurants include the location, type and

quality of facilities and the type, quality and price of beverage and food served.

Our package liquor stores compete

directly or indirectly with local retailers and discount "superstores".

Due to the competitive nature of the liquor industry in

South Florida, we have had to adjust our pricing to stay competitive, including meeting all competitors’ advertisements.

Such practices

will continue in the package liquor business.

We believe that we have a competitive position in our market because of widespread consumer

recognition of the "Big Daddy's Liquors" and “Big Daddy’s Wine & Liquors” names.

Our restaurants compete directly

or indirectly with many well-established competitors, both nationally and locally owned.

We believe that we have a competitive position

in our market because of widespread consumer recognition of the "Flanigan’s Seafood Bar and Grill" and “Flanigan’s”

We have many well-established

competitors, both nationally and locally owned, with substantially greater financial resources than we do.

Their resources and market

presence may provide advantages in marketing, purchasing and negotiating leases.

We compete with other restaurant and retail establishments

for sites and finding management personnel.

Our business is subject to seasonal

effects, including that liquor purchases tend to increase during the holiday seasons.

We operate our package liquor

stores and restaurants under the service marks;

"Big Daddy's Liquors", “Big Daddy’s Wine & Liquors”, "Flanigan's

Seafood Bar and Grill", and “Flanigan’s”.

Our right to the use of the "Big Daddy's" service mark is set

forth under a consent decree of a federal court entered into by us in settlement of federal trademark litigation.

The consent decree and

the settlement agreement allow us to continue to use and to expand our use of the "Big Daddy's” service mark in connection with

our package liquor sales in Florida, while restricting future liquor sales in Florida under the "Big Daddy's" name by the other

party who has a federally registered service mark for "Big Daddy's" use in the restaurant business.

The federal court retained

jurisdiction to enforce the consent decree.

We have acquired registered Federal trademarks on the principal register for our “Big

Daddy’s Liquors”, "Flanigan's" and “Flanigan’s Seafood Bar and Grill” service marks.

The standard symbolic trademark

associated with our facilities and operations is the bearded face and head of "Big Daddy" which is predominantly displayed at

all "Flanigan's" facilities and all "Big Daddy's" facilities throughout the country.

The face comprising this trademark

is that of the Company’s founder, Joseph "Big Daddy" Flanigan, and is a federally registered trademark owned by us.

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 1. Business