What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-12-29 compared with 2023-01-18 · 96 added, 106 removed, 594 unchanged (25% of the section changed)

25 unchanged sentences

except as required by applicable laws and regulations.

Related to COVID-19 Pandemic

Risks Related to COVID-19 Pandemic

The COVID-19 Pandemic Has Had A Significant

7 unchanged sentences

put in place for a significant amount of time.

Throughout our fiscal year 2022, in accordance with guidance from health officials, we

offered both indoor and outdoor food and bar options at all of our restaurants.

pandemic’s impact on the economy in general, globally, nationally and locally, could also adversely affect our guests’ financial

condition, resulting in reduced spending at our restaurants and package liquor stores.

The COVID-19 pandemic and these responses have

affected and will continue to adversely affect our guest traffic, sales and operating costs and we cannot predict how long the pandemic

will last or what other government responses may occur.

fiscal year 2022, our Board of Directors declared a cash dividend of $1.00 per share to shareholders of record on March 31, 2022, payable

on April 19, 2022.

During our fiscal year 2021, our Board of Directors did not declare a cash dividend due to uncertainty surrounding

the duration of restrictions mandated by state and local governments in response to COVID-19.

experienced significant issues relating to suppliers and labor impacted by the COVID-19 pandemic.

If our suppliers’ employees are

unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19,

or if the supply chain is disrupted for any other reason such as travel limitations and other restrictions on commerce, we could face

shortages of food items or other supplies at our restaurants and our operations and sales could be adversely impacted by such supply interruptions.

of COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, may also precipitate or exacerbate other

risks discussed in this Item 1A - Risk Factors and elsewhere in this report, any of which could have a material effect on us.

This situation

is changing rapidly and additional effects may arise that we are not presently aware of or that we currently do not consider to present

significant risks to our operations.

If we are not able to respond to and manage the impact of such events effectively, our business and

financial condition will be negatively impacted.

Related to Our Business

The Department of Health and Human Services (HHS) permitted the federal Public Health Emergency

for COVID-19 (PHE) declared by the Secretary of the Department of Health and Human Services (Secretary) under Section 319 of the Public

Health Service (PHS) Act to expire at the end of the day on May 11, 2023.

We have experienced significant issues relating to suppliers and labor

impacted by the COVID-19 pandemic.

If our suppliers’ employees are unable to work, whether because of illness, quarantine, limitations

on travel or other government restrictions in connection with COVID-19, or if the supply chain is disrupted for any other reason such

as travel limitations and other restrictions on commerce, we could face shortages of food items or other supplies at our restaurants and

our operations and sales could be adversely impacted by such supply interruptions.

The impact of COVID-19, and the volatile regional

and global economic conditions stemming from the pandemic, may also precipitate or exacerbate other risks discussed in this Item 1A -

Risk Factors and elsewhere in this report, any of which could have a material effect on us.

If we are not able to respond to and manage

the impact of such events effectively, our business and financial condition will be negatively impacted.

Risks Related to Our Business

If we are unable to

63 unchanged sentences

perceptions of the Flanigan’s brand;

competition, especially from an increasing number of competitors in the fast casual segment of the restaurant

industry and from other restaurants whose strategies overlap ours, as well as from grocery stores, meal kit delivery services and other

dining options;

competition, especially from an increasing number of competitors in the fast casual segment of the restaurant industry and from other restaurants whose strategies overlap ours, as well as from grocery stores, meal kit delivery services and other dining options;

executing our strategies effectively, including our marketing and branding strategies;

3 unchanged sentences

changes in government regulation that may impact customer perceptions of our food.

As a result it is possible

that we will not achieve our targeted comparable restaurant sales or that the change in comparable restaurant sales could be negative.

A number of these factors are beyond our control and therefore we cannot assure that we will be able to sustain comparable restaurant

sales increases.

As a result, it is possible that we will not achieve our targeted comparable

restaurant sales or that the change in comparable restaurant sales could be negative.

A number of these factors are beyond our control

and therefore we cannot assure that we will be able to sustain comparable restaurant sales increases.

High Unemployment, Instability in the Housing

46 unchanged sentences

Across The Food And Liquor Industry Supply Chain, Whether Or Not Accurate, Could Negatively Affect Us.

Restaurant operators have received

more scrutiny from regulators and health organizations in recent years relating to the health effects of consuming certain products.

unfavorable report on the products we use in our menu, the size of our portions or the consumption of those items could influence the

demand for our offerings.

In addition, adverse publicity or news reports, whether or not accurate, of food quality issues, illness, injury,

health concerns, or operating issues stemming from a single restaurant, a limited number of restaurants, restaurants operated by others

or generally in the food supply chain could be damaging to the restaurant industry overall and specifically harm our reputation.

in guest traffic because of these types of health concerns or negative publicity could materially harm our results of operations.

Restaurant operators have received more scrutiny from

regulators and health organizations in recent years relating to the health effects of consuming certain products.

An unfavorable report

on the products we use in our menu, the size of our portions or the consumption of those items could influence the demand for our offerings.

In addition, adverse publicity or news reports, whether or not accurate, of food quality issues, illness, injury, health concerns, or

operating issues stemming from a single restaurant, a limited number of restaurants, restaurants operated by others or generally in the

food supply chain could be damaging to the restaurant industry overall and specifically harm our reputation.

A decrease in guest traffic

because of these types of health concerns or negative publicity could materially harm our results of operations.

Our Inability To Successfully And Sufficiently

33 unchanged sentences

If We Are Unable To Expand In A Timely And Profitable Manner.

To grow successfully, we must

open new restaurants and/or package liquor stores on a timely and profitable basis.

We have experienced delays in restaurant and/or package

liquor store openings from time to time and may experience delays in the future.

During our fiscal year 2022, we opened our new limited

partnership owned restaurant in Sunrise, Florida (Store #85) for business and continued developing our new limited partnership owned restaurant

in Miramar, Florida (Store #25), which we anticipate opening for business in February 2023.

During our fiscal year 2022, we also continued

developing our new package liquor store in Miramar, Florida (Store #24).

To grow successfully, we must open new restaurants

and/or package liquor stores on a timely and profitable basis.

We have experienced delays in restaurant and/or package liquor store openings

from time to time and may experience delays in the future.

During our fiscal year 2023, we opened our new limited partnership owned restaurant

in Miramar, Florida (Store #25) for business, as well as our company owned package liquor store in Miramar, Florida (Store #24) and our

newly built stand-alone package liquor store in Hollywood, Florida (Store #19P) for business, replacing our package liquor store destroyed

by fire which previously operated at that site.

During our fiscal year 2023, we also continued constructing a stand-alone building on

the same site in Hollywood, Florida adjacent to Store #19P, replacing our restaurant destroyed by fire which previously operated at that

site (Store #19R).

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

Our ability to open and profitably

37 unchanged sentences

adversely impact our financial results, and we may not generate the levels of comparable sales we expect.

Labor Shortages, An Increase In Labor Costs,

Or Inability To Attract Employees Could Harm Our Business.

Labor Shortages, An Increase In Labor Costs, Or Inability To Attract

Employees Could Harm Our Business.

Our employees are essential to

16 unchanged sentences

and/or package liquor stores, our sales and operating results may be negatively affected.

Hurricane Ian, which struck the Southwest Coast

of Florida on September 28, 2022 did not impact any of the Company’s locations.

If We Were to Experience Widespread Difficulty

21 unchanged sentences

30, 2023 on page 31.

Our Inability or Failure

to Execute a Comprehensive Business Continuity Plan at our Restaurant Support Centers Following a Disaster or Force Majeure Event could

have a Material Adverse Impact on our Business.

Our Inability or Failure to Execute a Comprehensive Business Continuity

Plan at our Restaurant Support Centers Following a Disaster or Force Majeure Event could have a Material Adverse Impact on our Business.

of our corporate systems and processes and corporate support for our restaurant and package liquor store operations are centralized at

40 unchanged sentences

work authorization or residency requirements, which could lead to disruptions in our work force.

Our business can be adversely

affected by negative publicity resulting from, among other things, complaints or litigation alleging poor food quality, food-borne illness

or other health concerns or operating issues stemming from one or a limited number of restaurants.

Unfavorable publicity could negatively

impact public perception of our brands.

Our business can be adversely affected by negative

publicity resulting from, among other things, complaints or litigation alleging poor food quality, food-borne illness or other health

concerns or operating issues stemming from one or a limited number of restaurants.

Unfavorable publicity could negatively impact public

perception of our brands.

We are required to comply

39 unchanged sentences

As a result, our sales could decline.

Instances of food-borne illnesses,

real or perceived, whether at our restaurants or those of our competitors, could also result in negative publicity about us or the restaurant

industry, which could adversely affect sales.

If we react to negative publicity by changing our menu or other key aspects of the dining

experience we offer, we may lose customers who do not accept those changes and may not be able to attract enough new customers to produce

the revenue needed to make our restaurants profitable.

If our guests become ill from food-borne illnesses, we could be forced to temporarily

close some restaurants.

A decrease in guest traffic as a result of health concerns or negative publicity, or as a result of a change in

our menu or dining experience or a temporary closure of any of our restaurants, could materially harm our business.

Instances of food-borne

illnesses, real or perceived, whether at our restaurants or those of our competitors, could also result in negative publicity about us

or the restaurant industry, which could adversely affect sales.

If we react to negative publicity by changing our menu or other key aspects

of the dining experience we offer, we may lose customers who do not accept those changes and may not be able to attract enough new customers

to produce the revenue needed to make our restaurants profitable.

If our guests become ill from food-borne illnesses, we could be forced

to temporarily close some restaurants.

A decrease in guest traffic as a result of health concerns or negative publicity, or as a result

of a change in our menu or dining experience or a temporary closure of any of our restaurants, could materially harm our business.

If We Are Unable To Protect Our Customers’

40 unchanged sentences

The Effect of Recent Changes to U.S.

Laws May Increase Our Healthcare Costs and Negatively Impact Our Financial Results.

Healthcare Laws May Increase

Our Healthcare Costs and Negatively Impact Our Financial Results.

We offer eligible full-time

50 unchanged sentences

Our reputation and financial performance may be materially harmed as a result of any of these factors.

the other hand, in the event we wrongfully reject work authorization documents or if our compliance procedures are found to have a disparate

impact on a protected class, such as a racial minority or based on the citizenship status of applicants, we could be found to be in violation

of anti-discrimination laws.

We could experience adverse publicity arising from enforcement activity related to work authorization compliance,

anti-discrimination compliance, or both, that negatively impacts our brand and may make it more difficult to hire and keep qualified employees.

Moreover, our business could be adversely affected by increased labor costs or difficulties in finding the right employees for our restaurants.

On the other hand, in the event we wrongfully reject

work authorization documents or if our compliance procedures are found to have a disparate impact on a protected class, such as a racial

minority or based on the citizenship status of applicants, we could be found to be in violation of anti-discrimination laws.

experience adverse publicity arising from enforcement activity related to work authorization compliance, anti-discrimination compliance,

or both, that negatively impacts our brand and may make it more difficult to hire and keep qualified employees.

Moreover, our business

could be adversely affected by increased labor costs or difficulties in finding the right employees for our restaurants.

Additionally,

37 unchanged sentences

of security breaches or regulatory violations, which could impair our sales or ability to attract and keep qualified employees.

Licensure, Zoning and Other Regulation

Local Licensure, Zoning and Other Regulation

of our restaurants is also subject to state and local licensing and regulation by health, alcoholic beverage, sanitation, food and workplace

24 unchanged sentences

industry has been subject to a growing number of claims based on the nutritional content of food products sold and disclosure and advertising

of whether any claims against us are valid or whether we are ultimately held liable for such claims, they may be expensive to defend and

may divert time and money away from our operations and hurt our performance.

A significant judgment for any claims against us could materially

and adversely affect our financial condition or results of operations.

Any adverse publicity resulting from these allegations, whether

directed at us or at fast casual or quick-service restaurants generally, may also materially and adversely affect our reputation or prospects,

Regardless of whether

any claims against us are valid or whether we are ultimately held liable for such claims, they may be expensive to defend and may divert

time and money away from our operations and hurt our performance.

A significant judgment for any claims against us could materially and

adversely affect our financial condition or results of operations.

Any adverse publicity resulting from these allegations, whether directed

at us or at fast casual or quick-service restaurants generally, may also materially and adversely affect our reputation or prospects,

which in turn could adversely affect our results.

14 unchanged sentences

current strategy, our growth prospects or future operating results may be adversely impacted.

We are Exposed

to Risks Related to Cybersecurity.

We Are Exposed to Risks Related to Cybersecurity.

we maintain systems and processes that are designed to protect the security of our computer systems, software, networks and other technology,

40 unchanged sentences

make it more difficult to staff our restaurants fully, which could materially adversely affect our financial performance.

occurrence or threat of extraordinary events, such as active shooter or future terrorist attacks military and governmental responses,

and the protest of future wars, may result in negative changes to economic conditions likely resulting in decreased consumer spending.

Additionally, decreases in consumer discretionary spending may impact the frequency with which our customers choose to dine out at restaurants

or the amount they spend on meals while dining out at restaurants, thereby adversely affecting our sales and results of operations.

decrease in consumer discretionary spending may also adversely affect our ability to achieve the benefit of planned menu price increases

to help preserve our operating margins.

The occurrence or threat of extraordinary events, such

as active shooter or future terrorist attacks military and governmental responses, and the protest of future wars, may result in negative

changes to economic conditions likely resulting in decreased consumer spending.

Additionally, decreases in consumer discretionary spending

may impact the frequency with which our customers choose to dine out at restaurants or the amount they spend on meals while dining out

at restaurants, thereby adversely affecting our sales and results of operations.

A decrease in consumer discretionary spending may also

adversely affect our ability to achieve the benefit of planned menu price increases to help preserve our operating margins.

Impact on Customer Perceptions of our Brand.

3 unchanged sentences

of any such publicity is particularly long-lasting, the value of our brand may suffer and our ability to grow could be diminished.

business, which has become an increasing significant part of our business, is subject to risks.

Business, Which Has Become an Increasingly Significant Part of Our Business, is Subject to Risks.

due to the COVID-19 pandemic, our revenue derived from digital orders, which includes delivery and customer pickup has increased substantially.

16 unchanged sentences

institutional lender no longer originates, renews or modifies loans at LIBOR, except in limited situations.

The limited exceptions include

our LIBOR transactions which reduce or hedge our LIBOR exposure on contracts entered into before January 1, 2022.

As of October 1, 2022,

we had two variable rate instruments outstanding that are impacted by changes in interest rates.

The interest rate of the first variable

rate debt instrument is equal to the lender’s LIBOR Rate plus two and one-quarter percent (2.25%) per annum and was paid in full

subsequent to October 1, 2022.

The second variable rate debt instrument is equal to the lender’s BSBY Screen Rate plus one and one-half

percent (1.50%) per annum.

As a means of managing our interest rate risk on the second debt instrument, we entered into an interest rate

swap agreement with our unrelated third party lender to convert this variable rate debt obligation to fixed rate.

UNRESOLVED STAFF COMMENTS

As of September 30, 2023,

we had one variable rate instrument outstanding that is impacted by changes in interest rates.

The variable rate debt instrument is equal

to the lender’s BSBY Screen Rate plus one and one-half percent (1.50%) per annum.

As a means of managing our interest rate risk

on the debt instrument, we entered into an interest rate swap agreement with our unrelated third party lender to convert this variable

rate debt obligation to fixed rate.

ITEM 1B UNRESOLVED STAFF COMMENTS

As a Smaller Reporting Company

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors