What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-19 compared with 2024-12-27 · 760 added, 673 removed, 800 unchanged (64% of the section changed)

4 unchanged sentences

Securities and

Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief

Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of September 28, 2024, an evaluation

was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial

Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e)

Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer

and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of September 27, 2025,

an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and

Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) to the Securities Exchange Act of 1934).

3 unchanged sentences

Control over Financial Reporting

the course of our independent registered public accounting firm performing its year end audit procedures in connection with our consolidated

financial statements to be included in our Form 10-K for the fiscal year 2024, Information technology general controls (ITGCs) were

not designed and implemented effectively to ensure (i) that access to applications and data, and the ability to make program and database

changes, were adequately restricted to appropriate personnel and (ii) that database changes were logged completely and accurately.

process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have

been adversely impacted.

This material weakness did not result in any material misstatements in our financial statements or disclosures,

and there were no changes to previously released financial results.

As a result of this

finding, during the first quarter of our fiscal year 2025, we began the process of addressing this material weakness by bolstering

our internal controls over the access to applications and data and the logging of database changes.

During the fourth quarter of our

fiscal year 2025, the additional controls had been implemented and evaluated by management and determined to be operating

effectively as of the end of our fiscal year 2025.

As such, we have concluded that our previously listed ITGC material weakness has

been remediated.

Material Weakness in Internal Control

Over Financial Reporting

A material weakness is a

deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our interim or annual financial statements will not be prevented or detected on a timely basis.

We currently do not have

adequate internal controls to ensure the timely and accurate recognition of deferred revenues associated with promotional gift cards

that are provided in conjunction with certain sales from time to time, including during holiday periods.

During the course of our independent

registered public accounting firm performing its quarterly review procedures in connection with our unaudited condensed consolidated financial

statements to be included in our Form 10-Q for the first quarter of our 2023 fiscal year, we became aware of certain errors made by management

in recording certain transactions and in performing debt covenant calculations, which constituted material weaknesses in our internal

As a result of this finding, during the second quarter of our fiscal year 2023, we began the process of addressing these material

weaknesses by bolstering our internal controls over the review of certain financial transactions and their impact on our interim and annual

financial statements, as well as our review of the debt covenant calculations.

During the second quarter of our fiscal year 2024 the additional

controls had been implemented and evaluated by management and determined to be operating effectively and as a result of our findings,

as of the end of the second quarter of our fiscal year 2024, we have concluded that our previously listed material weaknesses had been

Material Weaknesses in Internal Control Over

Financial Reporting

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our interim or annual financial statements will not be prevented or detected on a timely basis.

Information technology general

controls (ITGCs) were not designed and implemented effectively to ensure (i) that access to applications and data, and the ability to

make program and database changes, were adequately restricted to appropriate personnel and (ii) that database changes were logged completely

and accurately.

Business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective

because they could have been adversely impacted.

The material weaknesses identified

above did not result in any material misstatements in our financial statements or disclosures, and there were no changes to previously

released financial results.

However, as a result of this finding, during the first quarter of our fiscal year 2025, we began the process

of addressing these material weaknesses to our ITGCs.

Changes in Internal Control Over Financial Reporting

registered public accounting firm performing its quarterly review procedures in connection with our unaudited condensed consolidated

financial statements for the first and second quarters of our fiscal year 2025, we became aware of certain errors made by management in

recording revenues and deferred revenue liabilities pertaining to the package loyalty program and the restaurant promotional gift cards,

which constituted a material weakness in our internal controls.

The material weakness

identified above did not result in any material misstatements in our financial statements or disclosures, and there were no changes

to previously released financial results.

As of our fiscal year ended September 27, 2025, we are in the process of remediating the

material weakness surrounding deferred revenue.

Changes in Internal Control Over Financial

Apart from the changes discussed

1 unchanged sentence

reasonably likely to materially affect, our internal controls over financial reporting.

Management’s Assessment on Internal Control

over Financial Reporting

Management’s Assessment on Internal

Control over Financial Reporting

Our management is responsible

5 unchanged sentences

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer

have concluded that as of September 28, 2024, our internal control over financial reporting was not effective.

have concluded that as of September 27, 2025, our internal control over financial reporting was ineffective.

Limitations on the Effectiveness of Controls

and Permitted Omission from Management’s Assessment

Our internal control over financial

reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter

how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls.

Accordingly, even effective internal controls can only provide reasonable assurance with respect to financial statement preparation.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include

an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us

to provide only management’s report in this Annual Report on Form 10-K.

Our internal control over

financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems,

no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding

Accordingly, even effective internal controls can only provide reasonable assurance with respect to financial statement

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not

include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the

SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

OTHER INFORMATION.

During the three months ended

During the fiscal year ended

September 27, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or

1 unchanged sentence

Item 408(a) of Regulation S-K under the Exchange Act.

A copy of our insider trading

policy and related Rule 10b5-1 trading plan policy has been filed as Exhibit 19.1 to this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

The information required by Item

10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director

Independence), and Item 14 (Principal Accountant Fees and Services) is incorporated by reference to our Proxy Statement for our 2025 Annual

Meeting of Shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days from the end of our 2024

The information under the heading “Executive Officers” in Part I of this Form 10-K is also incorporated herein

by reference.

The information required

by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of

Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and

Director Independence), and Item 14 (Principal Accountant Fees and Services) is incorporated by reference to our Proxy Statement for

our 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days from

the end of our 2025 fiscal year.

The information under the heading “Executive Officers” in Part I of this Form 10-K is also

incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .

7 unchanged sentences

(a)(3) Exhibits

The exhibits listed on the accompanying

Index to Exhibits are filed as part of this Annual Report.

Incorporated by Reference

Exhibit Number

Exhibit Description

Plan of Reorganization, Amended Disclosure Statement, Amended Plan of Reorganization, Modification of Amended Plan of Reorganization, Second Modification of Amended Plan of Reorganization, Order Confirming Plan of Reorganization

Restated Articles of Incorporation, adopted January 9, 1984

Employment Agreement with Joseph G.

Form of Employment Agreement between Joseph G.

Flanigan and the Company (as ratified and amended by the stockholders at the 1988 annual meeting is incorporated herein by reference).*

Consent Agreement regarding the Company's Trademark Litigation

King of Prussia(#850)Partnership Agreement*

Management Agreement for Atlanta, Georgia, (#600)*

Settlement Agreement with Former Vice Chairman of the Board of Directors (re #5)

Hardware Purchase Agreement and Software License Agreement for restaurant point of sale system.

Key Employee Incentive Stock Option Plan

Limited Partnership Agreement of CIC Investors #13, Ltd,.

between Flanigan's Enterprises, Inc., as General Partner and fifty percent owner of the limited partnership, and Hotel Properties, LTD.

Form of Franchise Agreement between Flanigan's Enterprises, Inc.

listed on the accompanying Index to Exhibits are filed as part of this Annual Report.

Plan of Reorganization,

Amended Disclosure Statement, Amended Plan of Reorganization, Modification of Amended Plan of Reorganization, Second Modification

of Amended Plan of Reorganization, Order Confirming Plan of Reorganization

Restated Articles of Incorporation, adopted

January 9, 1984

Employment Agreement with

Form of Employment Agreement

between Joseph G.

Flanigan and the Company (as ratified and amended by the stockholders at the 1988 annual meeting is incorporated

herein by reference).*

Consent Agreement regarding

the Company’s Trademark Litigation

Partnership Agreement of CIC Investors #13, Ltd,.

between Flanigan’s Enterprises, Inc., as General Partner and fifty percent owner

of the limited partnership, and Hotel Properties, LTD.

of Franchise Agreement between Flanigan’s Enterprises, Inc.

and Franchisees.*

Licensing Agreement between Flanigan's Enterprises, Inc.

Flanigan, dated November 4, 1996, for non-exclusive use of the service mark "Flanigan's" in the Commonwealth of Pennsylvania.

Agreement between Flanigan’s Enterprises, Inc.

Flanigan, dated November 4, 1996, for non-exclusive use of the service

mark “Flanigan’s” in the Commonwealth of Pennsylvania.

Partnership Agreement of CIC Investors #15 Ltd., dated March 28, 1997, between B.D.

as General Partner and numerous limited partners,

including Flanigan's Enterprises, Inc.

as General Partner and numerous limited

partners, including Flanigan’s Enterprises, Inc.

as a limited partner owning twenty five percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #60 Ltd., dated July 8, 1997, between Flanigan's Enterprises, Inc., as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc.

Partnership Agreement of CIC Investors #60 Ltd., dated July 8, 1997, between Flanigan’s Enterprises, Inc., as General Partner and

numerous limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning forty percent of the limited partnership.

Stipulated Agreed Order of Dismissal upon Mediation with former franchisee.

Limited Partnership Agreement of CIC Investors #70, Ltd.

Partnership Agreement of CIC Investors #70, Ltd.

dated February 1999 between Flanigan’s Enterprises, Inc.

as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc.

as General Partner and

numerous limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning forty percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #80, Ltd., dated May 2001, between Flanigan's Enterprises, Inc.

as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc., as limited partner owning twenty five percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #95, Ltd., dated July 2001, between Flanigan's Enterprises, Inc., as General Partner and numerous limited partners, including Flanigan's Enterprises, Inc.

Partnership Agreement of CIC Investors #80, Ltd., dated May 2001, between Flanigan’s Enterprises, Inc.

as General Partner and numerous

limited partners, including Flanigan’s Enterprises, Inc., as limited partner owning twenty five percent of the limited partnership.

Partnership Agreement of CIC Investors #95, Ltd., dated July 2001, between Flanigan’s Enterprises, Inc., as General Partner and numerous

limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning twenty eight percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #65, Ltd., dated June 24, 2004, between Flanigan’s Enterprises, Inc., as General Partner, and numerous limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning twenty six percent of the limited partnership.

Amended and Restated Limited Partnership Certificate and Agreement of CIC Investors #13, Ltd., dated March 1, 2006, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc.

Partnership Agreement of CIC Investors #65, Ltd., dated June 24, 2004, between Flanigan’s Enterprises, Inc., as General Partner,

and numerous limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning twenty six percent of the limited

and Restated Limited Partnership Certificate and Agreement of CIC Investors #13, Ltd., dated March 1, 2006, between Flanigan’s

Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc.

and numerous limited partners, including Flanigan’s

Enterprises, Inc.

as limited partner owning thirty nine percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #50, Ltd., dated October 17, 2006, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc.

Partnership Agreement of CIC Investors #50, Ltd., dated October 17, 2006, between Flanigan’s Enterprises, Inc., as General

Partner, Flanigan’s Management Services, Inc.

and numerous limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning sixteen percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #55, Ltd., dated December 12, 2006, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc.

limited partner owning sixteen percent of the limited partnership.

Partnership Agreement of CIC Investors #55, Ltd., dated December 12, 2006, between Flanigan’s Enterprises, Inc., as General

Partner, Flanigan’s Management Services, Inc.

and numerous limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning forty eight percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #90, Ltd., dated January 18, 2012, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc.

limited partner owning forty eight percent of the limited partnership.

Partnership Agreement of CIC Investors #90, Ltd., dated January 18, 2012, between Flanigan’s Enterprises, Inc., as General

Partner, Flanigan’s Management Services, Inc.

and numerous limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning five percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #85, Ltd., dated April 4, 2019, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc.

limited partner owning five percent of the limited partnership.

Partnership Agreement of CIC Investors #85, Ltd., dated April 4, 2019, between Flanigan’s Enterprises, Inc., as General Partner,

Flanigan’s Management Services, Inc.

and numerous limited partners, including Flanigan’s Enterprises, Inc.

as limited partner owning seven percent of the limited partnership.

Limited Partnership Agreement of CIC Investors #25, Ltd., dated September 21, 2021, between Flanigan’s Enterprises, Inc., as General Partner, Flanigan’s Management Services, Inc.

partner owning seven percent of the limited partnership.

Partnership Agreement of CIC Investors #25, Ltd., dated September 21, 2021, between Flanigan’s Enterprises, Inc., as General

Partner, Flanigan’s Management Services, Inc.

and numerous limited partners, excluding Flanigan’s Enterprises, Inc.

Registrant's Form 10-K constitutes the Annual Report to Shareholders for the fiscal year ended September 28, 2024.

Insider Trading Policy and related Rule 10b5-1 Trading Plan Policy

Company's subsidiaries are set forth in this Annual Report on Form 10-K.

Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended of Chief Executive Officer.

Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended of Chief Financial Officer .

Certification Pursuant to 18 U.S.C.

Incentive Compensation Clawback Policy

Registrant’s Form 10-K

constitutes the Annual Report to Shareholders for the fiscal year ended September 27, 2025.

Company’s subsidiaries

are set forth in this Annual Report on Form 10-K.

Certification

Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended of Chief Executive Officer.

Certification

Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended of Chief Financial Officer.

Certification

Pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.

Certification Pursuant to 18 U.S.C.

Certification

Pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.

Incentive Compensation Clawback Policy

Compensatory plan or arrangement.

documents as exhibits 101

* Compensatory

plan or arrangement.

List of XBRL documents as exhibits 101

FORM 10-K SUMMARY

2 unchanged sentences

the undersigned thereunto duly authorized.

FLANIGAN'S ENTERPRISES, INC.

ENTERPRISES, INC.

Chief Executive Officer

/s/ JEFFREY D.

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

Chief Financial Officer

and Secretary

(Principal Financial and

Accounting Officer)

Pursuant to the requirements

1 unchanged sentence

their capacities and on the dates indicated.

Chairman of the Board,

Chief Executive Officer,

/s/ JEFFREY D.

Chief Executive Officer, and

Chief Financial Officer,

Secretary and Director

/s/ AUGUST BUCCI

Chief Operating Officer

/s/ MICHAEL B.

/s/ PATRICK J.

/s/ CHRISTOPHER O’NEIL

/s/ CHRISTOPHER

Vice President of Package

Christopher O’Neil

Operations and Director

/s/ MARY ELIZABETH BENNETT

MARY ELIZABETH BENNETT

/s/ CHRISTOPHER J.

Mary Elizabeth Bennett

CHRISTOPHER J.

Christopher J.

Enterprises, Inc.

5 unchanged sentences

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 688 ) F-1

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS (PCAOB ID 199 and 688) F-2 – F-3

CONSOLIDATED FINANCIAL STATEMENTS

9 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Flanigan’s Enterprises, Inc.

and subsidiaries (the “Company”) as of September 28, 2024 and September 30, 2023,

the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the two years

in the period ended September 28, 2024, and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September

28, 2024 and September 30, 2023, and the results of its operations and its cash flows for each of the two years in the period ended September

28, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheet of Flanigan’s Enterprises, Inc.

and subsidiaries (the “Company”) as of September 27, 2025, the related

consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year ended September 27, 2025,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of September 27, 2025, and the results of its operations and

its cash flows for the year ended September 27, 2025, in conformity with accounting principles generally accepted in the United States

Basis for Opinion

1 unchanged sentence

of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

1 unchanged sentence

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

4 unchanged sentences

We determined that there are no critical audit matters.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor

since 1999 (such date takes into account the acquisition of the attest business of Marcum llp

by CBIZ CPAs P.C.

effective November 1, 2024).

Fort Lauderdale, FL

December 19, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Flanigan’s Enterprises, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Flanigan’s Enterprises, Inc.

and subsidiaries (the “Company”) as of September 28, 2024, the related

consolidated statements of income, comprehensive income , stockholders’ equity and cash flows for the year ended September

28, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of September 28, 2024, and the results of its operations

and its cash flows for the year ended September 28, 2024, in conformity with accounting principles generally accepted in the United States

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 1999.

We have served as the Company’s auditor from 1999 through May

Fort Lauderdale, FL

10 unchanged sentences

Prepaid expenses

Other current assets

Total current assets

21 unchanged sentences

Operating lease liabilities, current

Other current liabilities

Deferred revenue

6 unchanged sentences

Stockholders’ Equity:

Flanigan’s Enterprises, Inc.’s Stockholders’ Equity

Common stock, $ .10 par value, 5,000,000 shares authorized;

Flanigan’s Enterprises, Inc.’s Stockholders’ Equity Common stock, $ .10 par value, 5,000,000 shares authorized;

4,197,642 shares issued;

4 unchanged sentences

Treasury stock, at cost, 2,338,995 shares

Total Flanigan’s Enterprises, Inc.’s Stockholders’ Equity

Total Flanigan’s Enterprises, Inc.’s Stockholders’

Noncontrolling interests

Total stockholders’ equity

Total liabilities and stockholders' equity

Total liabilities and stockholders’

See notes to consolidated financial statements.

8 unchanged sentences

Franchise related revenues

Rental income

Other revenues

11 unchanged sentences

Interest and other income

Rental income

Rental expense

Gain on sale of property and equipment

2 unchanged sentences

Net Income Attributable to Noncontrolling Interests

Net Income Attributable to Flanigan’s Enterprises Inc.’s Stockholders

Net Income Attributable to Flanigan’s Enterprises Inc.’s

Net Income Per Common Share:

Basic and Diluted

Weighted Average Shares and Equivalent

Shares Outstanding

Weighted Average Shares and Equivalent Shares Outstanding

Basic and Diluted

6 unchanged sentences

Other comprehensive income:

Change in fair value of interest rate swap

Change in fair value of interest rate swap, net of tax

Reclassification of gains from

interest rate swap to interest and other income, net of tax

Total Comprehensive Income

2 unchanged sentences

and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

YEARS ENDED SEPTEMBER 27, 2025 AND SEPTEMBER 28,

3 unchanged sentences

Balance, September 29, 2024

Other comprehensive loss

Other comprehensive income

Reclassification of realized gain on interest rate swap

to interest and other income, net of tax

Distributions to noncontrolling interests

Purchase of noncontrolling interest

Dividends paid

2 unchanged sentences

Noncontrolling

Balance, October 1, 2022

Other comprehensive income

Balance, September 30, 2023

Other comprehensive loss

Distributions to noncontrolling interests

8 unchanged sentences

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

Adjustments to reconcile net income to net cash and cash

equivalents provided by operating activities:

Depreciation and amortization

1 unchanged sentence

Amortization of operating lease right-of-use assets

Gain on interest rate swap

Gain on sale of property and equipment

3 unchanged sentences

Deferred income taxes

Loss from unconsolidated limited partnership

Income from unconsolidated limited partnership

Changes in operating assets and liabilities:

3 unchanged sentences

Prepaid expenses

Other current assets

Increase (decrease) in:

Accounts payable and accrued expenses

Other current liabilities

Operating lease liabilities

1 unchanged sentence

Deferred revenue

Net cash and cash equivalents provided by operating activities

Net cash and cash equivalents

provided by operating activities

Cash Flows from Investing Activities:

4 unchanged sentences

Proceeds from sale of property and equipment

Distributions from unconsolidated limited partnership

Net cash and cash equivalents used in investing activities

Proceeds from insurance recovery

Distributions from unconsolidated

limited partnership

Net cash and cash equivalents used

in investing activities

Enterprises, Inc.

6 unchanged sentences

Dividends paid

Distributions to limited partnerships’ noncontrolling interests

Net cash and cash equivalents used in financing activities

Purchase of noncontrolling limited partnership interests

Distributions to limited partnerships’

noncontrolling interests

Net cash and cash equivalents

used in financing activities

Net Decrease in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

Cash and Cash Equivalents - End of Period

Cash and Cash Equivalents - Beginning

Cash and Cash Equivalents - End

Supplemental Disclosure for Cash Flow Information:

Cash paid during the year for:

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

(Decrease) Increase in fair value of interest rate swap

Purchase deposits capitalized to property and equipment

Purchase deposits transferred to construction in progress

Construction in progress transferred to property and equipment

Construction in progress in accounts payable and accrued expenses

Remeasurement of right-of-use operating lease

Supplemental Disclosure of Non-Cash Investing and Financing

Increase (decrease) in fair value

of interest rate swap

Purchase deposits capitalized

to property and equipment

Purchase deposits transferred

to construction in progress

Construction in progress transferred

to property and equipment

Construction in progress in accounts

payable and accrued expenses

Remeasurement of right-of-use

operating lease

See notes to consolidated financial statements.

24 unchanged sentences

The consolidated financial statements include

the accounts of the Company and our subsidiaries, all of which are wholly owned, and the accounts of the ten limited partnerships in which

we act as general partner and have controlling interests.

the accounts of the Company and our subsidiaries, all of which are wholly owned, and the accounts of the ten limited partnerships in

which we act as general partner and have controlling interests.

All significant intercompany transactions and balances have been eliminated

in consolidation.

Noncontrolling interests in consolidated subsidiaries

are included in the consolidated balance sheets as a separate component of equity.

We report consolidated net income inclusive of both

the Company’s and the noncontrolling interests’ share, as well as amounts of consolidated net income (loss) attributable to

each of the Company and the noncontrolling interests.

Noncontrolling interests in consolidated subsidiaries are included

in the consolidated balance sheets as a separate component of equity.

We report consolidated net income inclusive of both the Company’s

and the noncontrolling interests’ share, as well as amounts of consolidated net income attributable to each of the Company and the

noncontrolling interests.

We use the consolidation method of accounting

when we have a controlling interest in other companies and limited partnerships.

We use the equity method of accounting when we have significant

influence and an interest between twenty to fifty percent in other companies and limited partnerships, but do not exercise control.

the equity method, our original investments are recorded at cost and are adjusted for our share of undistributed earnings or losses.

intercompany profits are eliminated.

Certain amounts in the prior year consolidated financial

statements and related disclosures have been reclassified herein to conform to the presentation of the fiscal year ended September 28,

2024 consolidated financial statements and related disclosures for reporting, which did not have a material impact on our net income or

total assets.

We use the equity method of accounting when we have

significant influence and an interest between twenty to fifty percent in other companies and limited partnerships, but do not exercise

Under the equity method, our original investments are recorded at cost and are adjusted for our share of undistributed earnings

All intercompany profits are eliminated.

Revised Presentation of Rental Income

For the fiscal year ended September 27, 2025, we adjusted our Consolidated

Statements of Income to correct rental income from Revenues to Other Income and rental expense from Operating, Occupancy and Selling,

General and Administrative expenses to Other Expense.

We believe this presentation more accurately reflects revenue generated from ancillary

activity rather than revenue generated from core operations.

Prior period amounts have been adjusted.

This correction had no impact on

reported results of operations.

Use of Estimates

The consolidated financial statements and

related disclosures are prepared in conformity with accounting principles generally accepted in the United States and SEC rules.

required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities at the date of the financial statements, and revenue and expenses during the periods reported.

estimates include assessing the estimated useful lives of tangible assets, the recognition of deferred tax assets and liabilities

and estimates relating to the calculation of incremental borrowing rates and length of leases associated with right-of-use assets

and corresponding liabilities, and estimates relating to loyalty reward programs.

Estimates and assumptions are reviewed

periodically and the effects of revisions are reflected in our consolidated financial statements in the period they are determined

to be necessary.

Although these estimates are based on our knowledge of current events and actions we may undertake in the future,

they may ultimately differ from actual results.

The consolidated financial statements and related

disclosures are prepared in conformity with accounting principles generally accepted in the United States and SEC rules.

We are required

to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and

liabilities at the date of the financial statements, and revenue and expenses during the periods reported.

These estimates include assessing

the estimated useful lives of tangible assets, the recognition of deferred tax assets and liabilities and estimates relating to the calculation

of incremental borrowing rates and length of leases associated with right-of-use assets and corresponding liabilities, and estimates

relating to loyalty reward programs and gift cards.

Estimates and assumptions are reviewed periodically and the effects of revisions

are reflected in our consolidated financial statements in the period they are determined to be necessary.

Although these estimates are

based on our knowledge of current events and actions we may undertake in the future, they may ultimately differ from actual results.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

1 unchanged sentence

We consider all highly liquid investments with

an original maturity of three months or less at the date of purchase and receivables from our credit card merchants to be cash equivalents.

We maintain deposit balances with financial

institutions, which balances may from time to time, exceed the federally insured limits which are $ 250,000 for interest and non-interest

bearing accounts.

an original maturity of 3 months or less at the date of purchase and receivables from our credit card merchants to be cash equivalents.

We maintain deposit balances with financial institutions,

which balances may from time to time, exceed the federally insured limits which are $ 250,000 for interest and non-interest bearing accounts.

The deposit balances that exceed the federally insured limits are approximately $ 13,135,000 as of September 27, 2025.

We have not experienced any losses on such accounts.

We have not experienced

any losses on such accounts.

Other Receivables

Our receivables consist primarily of rebates due to our restaurant or

package stores.

Our inventories, which consist primarily of

package liquor products, are stated at the lower of weighted average cost or net realizable value.

The movement of inventory approximates

Our receivables consist primarily of rebates

due to our restaurant or package stores.

Our inventories, which consist primarily of package

liquor products, are stated at the lower of weighted average cost or net realizable value.

The movement of package inventory approximates

first in, first out (FIFO).

Liquor Licenses

In accordance with the Financial Accounting

Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, “ Intangibles - Goodwill and Other ”,

our liquor licenses are indefinite lived assets, which are not being amortized, but are tested annually for impairment (see Note 9).

In accordance with the Financial Accounting Standards

Board (FASB) Accounting Standards Codification (ASC) Topic 350, “ Intangibles - Goodwill and Other ”, our liquor

licenses are indefinite lived assets, which are not being amortized, but are tested annually for impairment (see Note 9).

Property and Equipment

5 unchanged sentences

We charge maintenance and repairs, which do not improve or extend the life of the respective assets, to expense as incurred.

When we dispose

of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Our estimated useful lives range from three

to five years for vehicles and three to seven years for furniture and equipment.

Leasehold improvements are currently being amortized

over the shorter of the life of the lease or the life of the asset up to a maximum of 15 years.

Our buildings of our corporate offices

in Fort Lauderdale, Florida;

dispose of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Our estimated useful lives range from 3 to 5

years for vehicles and 3 to 7 years for furniture and equipment.

Leasehold improvements are currently being amortized over the shorter

of the life of the lease or the life of the asset up to a maximum of 15 years.

Our buildings of our corporate offices in Fort Lauderdale,

our construction office/warehouse in Fort Lauderdale, Florida;

our combination restaurant and package liquor

stores in Hallandale, Florida and North Lauderdale, Florida;

our combination restaurant and package liquor stores in Hallandale,

Florida and North Lauderdale, Florida;

our restaurants in N.

Miami and Fort Lauderdale, Florida;

our property in

Sunrise, Florida which we lease to a limited partnership (Store #85), our property in Fort Lauderdale, Florida which we lease to a franchisee

(Store #15), our package stores in N.

Miami, Florida and El Portal, Florida and our shopping centers in Miami, Florida and Hallandale

Beach, Florida all of which we own, are being depreciated over forty years .

our property in Sunrise, Florida which

we lease to a limited partnership (Store #85), our property in Fort Lauderdale, Florida which we lease to a franchisee (Store #15), our

package stores in N.

Miami, Florida and El Portal, Florida and our shopping centers in Miami, Florida and Hallandale Beach, Florida all

of which we own, are being depreciated over 40 years.

Building improvements are being depreciated over 20 years.

11 unchanged sentences

Major Suppliers

Throughout our fiscal years 2024 and 2023,

we purchased a significant portion of our food products from two major suppliers.

The first major supplier represents 38 % and 42 % of our

cost of goods sold and 31 % and 29 % of our accounts payable and accrued expenses as of September 28, 2024 and September 30, 2023, respectively.

The second major supplier represents 11 % and 6 % of our cost of goods sold and 2 % and 1 % of our accounts payable and accrued expenses as

of September 28, 2024 and September 30, 2023, respectively.

We believe that several other alternative vendors are available, if necessary.

Throughout our fiscal years 2024 and 2023,

we purchased the majority of our alcoholic beverages from three local distributors.

One of these three local distributors represents 23 %

and 24 % of our cost of goods sold for the years ended September 28, 2024 and September 30, 2023, respectively and 6 % and 5 % of our accounts

payable and accrued expenses as of September 28, 2024 and September 30, 2023, respectively.

Each distributor has exclusive rights from

the manufacturers to sell specific brands in given areas, so unless the exclusive distribution rights are transferred to another vendor,

there are no alternate distributors available.

Throughout our fiscal years 2025 and 2024, we

purchased a significant portion of our food products from two major suppliers.

The first major supplier represents approximately 34 %

and 38 % of our cost of goods sold and approximately 20 % and 31 % of our accounts payable and accrued expenses as of September 27, 2025

and September 28, 2024, respectively.

The second major supplier represents approximately 9 % and 11 % of our cost of goods sold and approximately

2 % of our accounts payable and accrued expenses as of September 27, 2025 and September 28, 2024.

We believe that several other alternative

vendors are available, if necessary.

Throughout our fiscal years 2025 and 2024, we

purchased the majority of our alcoholic beverages from three local distributors.

One of these three local distributors represents approximately

26 % and 23 % of our cost of goods sold for the years ended September 27, 2025 and September 28, 2024, respectively and approximately 5 %

and 6 % of our accounts payable and accrued expenses as of September 27, 2025 and September 28, 2024, respectively.

Each distributor has

exclusive rights from the manufacturers to sell specific brands in given areas, so unless the exclusive distribution rights are transferred

to another vendor, there are no alternate distributors available.

Revenue Recognition

5 unchanged sentences

We sell gift cards which do not have expiration

Revenue from gift cards is recognized when gift cards are redeemed by the customer.

Our Big Daddy’s Good Customer Loyalty

Program awards customers with a $ 20 Good Customer Gift Card, (“Gift Card”) to be used at our Flanigan’s Seafood Bar

and Grill restaurants for every ten (10) purchases of at least $ 25 made by such customer at our Big Daddy’s Liquors package liquor

Pursuant to ASC 606, we recognize deferred revenue in the amount of the Gift Card upon the issuance of the Gift Card and reduce

package liquor store revenue by a like amount.

We recognize revenue when the Gift Card is redeemed in our restaurants or when it expires

Revenue from gift cards is recognized when gift cards are redeemed by the customer and breakage revenue is recognized quarterly

according to historical redemption patterns.

Our Big Daddy’s Good Customer Loyalty Program

awards customers with a $ 20 Good Customer Gift Card, (“Gift Card”) to be used at our Flanigan’s Seafood Bar and Grill

restaurants for every ten (10) purchases of at least $ 25 made by such customer at our Big Daddy’s Liquors package liquor stores.

Pursuant to ASC 606, we recognize deferred revenue in the amount of the Gift Card upon the issuance of the Gift Card and reduce package

liquor store revenue by a like amount.

We recognize revenue when the Gift Card is redeemed in our restaurants or when it expires unused.

Gift cards have various expiration dates based upon each program, while gift cards purchased for cash have no expiration dates.

Lunch Club Loyalty Program awards customers

with a free lunch once they have earned a required number of points.

Pursuant to ASC 606, we recognize deferred revenue in the amount

of the free lunch and reduce restaurant store revenue by a like amount.

We recognize revenue when the free lunch is redeemed in our restaurants

or when it expires unused.

Through mid-June 2025, our Lunch Club Loyalty

Program awarded customers with a free lunch once they earned the required number of points.

Pursuant to ASC 606, we recognized deferred

revenue in the amount of the free lunch and reduced restaurant store revenue by a like amount.

We recognized revenue when the free lunch

was redeemed in our restaurants or when it expired unused.

Beginning in mid-June 2025, our Lunch Club Loyalty Program awards customers

with a $ 10 off coupon once they earn the required number of points.

We recognize deferred revenue of $ 10 and reduce restaurant store

revenues by this same amount.

We recognize revenue when the $ 10 off coupon is redeemed in our restaurants or when it expires unused.

Holiday Promotional Card Program awards customers

with a $ 20 promotional gift card (“Promo Gift Card”) when they spend $ 100 in the restaurants on food/drink or purchase a

$ 100 gift card.

This $ 20 promotional card can only be redeemed within a three month window.

Pursuant to ASC 606, we recognize deferred revenue

in the amount of the Promo Gift Card upon issuance and reduce restaurant store revenue by a like amount.

We recognize revenue when the

Gift Card is redeemed in our restaurants or when it expires unused.

Pursuant to ASC 606, we recognize deferred

revenue in the amount of the Promo Gift Card upon issuance and reduce restaurant store revenue by a like amount.

We recognize revenue

when the “Promo Gift Card” is redeemed in our restaurants or when it expires unused.

Pre-opening Costs

3 unchanged sentences

opening of a new restaurant and generally include payroll costs associated with the new restaurant opening, rent and promotional costs.

We expense pre-opening costs as incurred and during our fiscal year ended September 28, 2024 we expensed $ 77,000 for our store #19R.

our fiscal year ended September 30, 2023 we expensed $ 188,000 for CIC Investors #25, LTD (Store #25).

We expense pre-opening costs as incurred and during our fiscal year ended September 27, 2025 we incurred no preopening expenses.

our fiscal year ended September 28, 2024 we expensed $ 77,000 for our store #19R.

Advertising Costs

2 unchanged sentences

respectively.

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (Continued)

General Liability Insurance

7 unchanged sentences

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

We secured general liability insurance and excess liability insurance to be effective

as of December 30, 2024.

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 by us in defending a claim, including attorney's fees, are a

part of a $ 50,000 self-insured retention per occurrence for us and a $ 10,000 self-insured retention per occurrence for the limited partnerships.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

our current liability insurance policy, certain expenses incurred by us in defending a claim, including attorney’s fees, are a

part of our $ 50,000 self-insured retention, and a part of our limited partnerships’ $ 10,000 self-insured retention.

Fair Value of Financial Instruments

1 unchanged sentence

financial instruments approximate their fair value.

These instruments include cash and cash equivalents, other receivables, accounts payables,

accrued expenses and debt.

We have assumed carrying values to approximate fair values for those financial instruments, which are short-term

in nature or are receivable or payable on demand.

We estimated the fair value of debt based on current rates offered to us for debt of

comparable maturities and similar collateral requirements.

These instruments include cash and cash equivalents, other receivables, accounts

payables, accrued expenses and debt.

We have assumed carrying values to approximate fair values for those financial instruments, which

are short-term in nature or are receivable or payable on demand.

We estimated the fair value of debt based on current rates offered to

us for debt of comparable maturities and similar collateral requirements.

In accordance with FASB ASC Topic 820-10-50-1,

we utilized a valuation model to determine the fair value of our swap agreement.

As the valuation models for the swap agreement were based

upon observable inputs, they are classified as Level 2 (see Note 13).

As the valuation models for the swap agreement were

based upon observable inputs, they are classified as Level 2 (see Note 13).

Derivative Instruments

We account for derivative instruments in accordance

with FASB ASC Topic 815-10-05-4, “ Accounting for Derivative Instruments and Hedging Activities” as amended, which establishes

accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and

hedging activities.

In accordance with FASB ASC Topic 815-10-05-4, derivative instruments are recognized as assets or liabilities in the

Company’s consolidated balance sheets and are measured at fair value.

We determined that the interest rate swap agreement is an

effective hedging agreement and changes in fair value are adjusted quarterly (see Note 13).

We account for our income taxes using FASB

ASC Topic 740, “ Income Taxes ”, which requires the recognition of deferred tax liabilities and assets for expected future

with FASB ASC Topic 815-10-05-4, “ Accounting for Derivative Instruments and Hedging Activities” as amended, which

establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other

contracts, and hedging activities.

In accordance with FASB ASC Topic 815-10-05-4, derivative instruments are recognized as assets or

liabilities in the Company’s consolidated balance sheets and are measured at fair value.

Beginning in the second quarter of our fiscal

year 2025, we determined that our interest rate swap agreement is an economic hedge and recognize the changes in fair value on our interest

rate swap in interest and other income.

We account for our income taxes using FASB ASC

Topic 740, “ Income Taxes ”, which requires the recognition of deferred tax liabilities and assets for expected future

tax consequences of events that have been included in the consolidated financial statements or tax returns.

8 unchanged sentences

likelihood of being realized upon ultimate settlement with the relevant tax authority.

For our fiscal years ended September 28, 2024 and

September 30, 2023, we had no material unrecognized tax benefits and no adjustments to our financial position, results of operations or

cash flows were required.

For our fiscal years ended September 27, 2025

and September 28, 2024, we had no material unrecognized tax benefits and no adjustments to our financial position, results of operations

or cash flows were required.

Generally, federal, state and local authorities may examine the Company’s tax returns for three years

1 unchanged sentence

Long-Lived Assets

We continually evaluate whether events and

circumstances have occurred that may warrant revision of the estimated life of our intangible and other long-lived assets or whether the

remaining balance of our intangible and other long-lived assets should be evaluated for possible impairment.

If and when such factors,

events or circumstances indicate that intangible or other long-lived assets should be evaluated for possible impairment, we will determine

the fair value of the asset by making an estimate of expected future cash flows over the remaining lives of the respective assets and

compare that fair value with the carrying value of the assets in measuring their recoverability.

In determining the expected future cash

flows, the assets will be grouped at the lowest level for which there are cash flows, at the individual store level.

We continually evaluate whether events and circumstances

have occurred that may warrant revision of the estimated life of our intangible and other long-lived assets or whether the remaining

balance of our intangible and other long-lived assets should be evaluated for possible impairment.

If and when such factors, events or

circumstances indicate that intangible or other long-lived assets should be evaluated for possible impairment, we will determine the

fair value of the asset by making an estimate of expected future cash flows over the remaining lives of the respective assets and compare

that fair value with the carrying value of the assets in measuring their recoverability.

In determining the expected future cash flows,

the assets will be grouped at the lowest level for which there are cash flows, at the individual store level.

Earnings Per Share

7 unchanged sentences

Pronouncements

The FASB issued guidance, Accounting Standards Update

(ASU) 2016-13 Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which provides

a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected.

The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present

the net carrying value at the amount expected to be collected on the financial asset.

The measurement of expected credit losses is based

on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts

that affect the collectability of the reported amount.

This guidance was effective for the Company in the first quarter of our fiscal

however, after performing a thorough analysis the Company concluded there was no material impact from the adoption of this

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting

Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements, primarily

through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

adopted this ASU in the third quarter of our fiscal year 2024 and this ASU affected the expense presentation of our Consolidated Statements

of Income and our Business Segments footnote.

For further information regarding the Company’s Business Segments, please refer to

our Consolidated Statements of Income and Business Segments footnote.

In December 2023, the FASB issued ASU 2023-09, “Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires enhanced income tax disclosures, primarily related to

standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

This ASU will be effective

for the Company in our fiscal year 2026, with the guidance applied either prospectively or retrospectively.

The FASB issued guidance, Accounting Standards

Update (ASU) 2016-13 Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments,

which provides a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount

expected to be collected.

The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the

financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.

The measurement of

expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable

and supportable forecasts that affect the collectability of the reported amount.

This guidance was effective for the Company in the first

quarter of our fiscal year 2024;

however, after performing a thorough analysis the Company concluded there was no material impact from

the adoption of this ASU.

In November 2023, the FASB issued ASU 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure

requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment

We early adopted this ASU in the third quarter of our fiscal year 2024 and this ASU affected the expense presentation of

our Consolidated Statements of Income and our Business Segments footnote.

For further information regarding the Company’s Business

Segments, please refer to our Consolidated Statements of Income and Business Segments footnote.

Recently Issued

In December 2023, the FASB

issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires enhanced income tax

disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

This ASU will be effective for the Company for our fiscal year 2026 annual reporting period, with the guidance applied either prospectively

or retrospectively.

Early adoption is permitted.

We are currently evaluating the impact the adoption of the new accounting guidance will have on our tax disclosures.

There are no other recently issued accounting

pronouncements that we have not yet adopted that we believe will have a material effect on our financial statements.

We are currently evaluating the impact that the adoption of this ASU will have on our

tax disclosures.

In November 2024, the FASB

issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” which

requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements

on an interim and annual basis.

In January 2025, the FASB issued ASU 2025-01 clarifying the effective date of ASU 2024-03, which will

be effective for the Company for our fiscal year 2027 annual reporting period, with guidance applied either prospectively or retrospectively.

Early adoption is permitted.

We are currently evaluating the impact that the adoption of this ASU will have on our interim and consolidated

financial statements.

In September 2025, the FASB

issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)” which eliminates all references

to project stages and requires capitalization of software costs when:

(i) management authorizes and commits to funding the software project,

and (ii) it is probable the software project will be completed and used as intended, known as the “probable-to-completion recognition

threshold.” Entities must consider whether there is significant uncertainty associated with the development activities of the software

in determining if the threshold is met.

In addition, the amendments in the update specify that property, plant and equipment disclosure

requirements are required for capitalized internal-use software costs, regardless of financial statement presentation and also incorporate

the recognition requirements for website-specific development costs.

This ASU will be effective for the Company for our fiscal year fiscal

year 2029 annual reporting period with the guidance applied either prospectively, retrospectively, or via a modified prospective transition

Early adoption is permitted.

We are currently evaluating the impact that the adoption of this ASU will have on our interim and

consolidated financial statements.

There are no other recently

issued accounting pronouncements that we have not yet adopted that we believe will have a material effect on our financial statements.

PROPERTY AND EQUIPMENT, NET

18 unchanged sentences

INVESTMENT IN LIMITED PARTNERSHIPS

We have invested along with others (some of

whom are affiliated with our officers and directors) in eleven limited partnerships which currently own and operate eleven South Florida

based restaurants under our service marks “Flanigan’s Seafood Bar and Grill” or “Flanigan’s”.

We have invested along with others (some of whom

are affiliated with our officers and directors) in eleven limited partnerships which currently own and operate eleven South Florida based

restaurants under our service marks “Flanigan’s Seafood Bar and Grill” or “Flanigan’s”.

to being a limited partner in these limited partnerships, we are the sole general partner of ten of these limited partnerships and manage

15 unchanged sentences

the exception of the limited partnership which owns the restaurant in Sunrise, Florida (Store #85), which opened for business in March

2022 and the limited partnership which owns the restaurant in Miramar, Florida (Store #25), which opened for business in April 2023, have

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

2022 and the limited partnership which owns the restaurant in Miramar, Florida (Store #25), which opened for business in April 2023,

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

by the limited partnership.

2 unchanged sentences

Bar and Grill” or “Flanigan’s”, 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 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 eleven limited

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

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 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 eleven 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 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.

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 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

This entity is consolidated in the accompanying consolidated financial statements.

15 unchanged sentences

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.

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

This entity is consolidated in the accompanying consolidated financial statements.

INVESTMENT IN LIMITED PARTNERSHIPS (Continued)

Wellington, Florida

14 unchanged sentences

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.

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

This entity is consolidated in the accompanying consolidated financial statements.

6 unchanged sentences

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.

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

This entity is consolidated in the accompanying consolidated financial statements.

25 unchanged sentences

As of the end of our fiscal year 2025, this limited partnership has returned to its investors approximately

of their initial cash invested and as a result, we are currently not entitled to receive any management fees from this limited partnership.

26.5 % of their initial cash invested and as a result, we are currently not entitled to receive any management fees from this limited

This entity is consolidated in the accompanying consolidated financial statements.

4 unchanged sentences

No units of limited partnership interest were purchased by the Company.

25.5 % of the limited partnership interest is owned

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

As of the end of our fiscal year 2024, this limited partnership

has returned to its investors approximately 25 % of their initial cash invested and as a result, we are currently not entitled to receive

any management fee from this limited partnership.

25.5 % of the limited partnership interest is

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

As of the end of our fiscal year 2025, this limited

partnership has returned to its investors approximately 45 % of their initial cash invested and as a result, we are currently not entitled

to receive any management fee from this limited partnership.

This entity is consolidated in the accompanying consolidated financial statements.

5 unchanged sentences

in this limited partnership.

56.9 % of the 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.

Our investment in this

entity is reported using the equity method in the accompanying consolidated financial statements.

The following is a summary of financial

information pertaining to our limited partnership investment in Fort Lauderdale, Florida:

56.9 % of the 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.

Our investment in

this entity is reported using the equity method in the accompanying consolidated financial statements.

The following is a summary of

financial information pertaining to our limited partnership investment in Fort Lauderdale, Florida:

(in thousands)

9 unchanged sentences

Operating Results:

Net (Loss) Income

PURCHASE OF REAL PROPERTY;

LEASEHOLD / SUB-LEASEHOLD INTERESTS

El Portal, Florida (“Big Daddy’s

Liquors”/Warehouse)

Purchase of Real Property

During the third quarter of our fiscal year 2025,

we closed with a non-affiliated third party on the purchase of the real property it owns located at 8600 Biscayne Boulevard, El Portal,

Florida consisting of approximately 6,000 square feet of commercial space which we sublease and where our “Big Daddy’s Liquors”

package liquor store and our warehouse (Store #47) operate for $ 3,200,000 .

we purchased the vacant real property located at 20971 Old Cutler Road, Cutler Bay, Florida 33189 (the “Cutler Bay Property”)

for a purchase price of $ 2,200,000 .

We paid all cash at closing.

Despite the purchase of this property,

the sublease arrangement remains in place with all investors.

Hallandale Beach, Florida

During the third quarter of our fiscal year 2023,

we closed with a non-affiliated third party on the purchase of a three building shopping center in Hallandale Beach, Florida, which consists

of one stand-alone building a portion of which is leased to one unaffiliated third party (approximately 950 square feet) and a portion

which is occupied by us (approximately 500 square feet);

a second stand-alone building which is leased to one unaffiliated third party

(approximately 1,500 square feet);

and a third stand-alone building which is leased to one unaffiliated third party (approximately 2,500

square feet) for $ 8,500,000 .

The rental income generated by these three lease arrangements is not material.

The real property is located

adjacent to our real property located at 4 N.

Federal Highway, Hallandale Beach, Florida, where our combination package store and restaurant

(Store #31) operates.

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

We plan to construct a 6,400 square foot building on the Cutler Bay

Property to lease to a limited partnership of which we will be the sole general partner pursuant to our limited partnership financial

arrangement to develop and operate a “Flanigan’s” restaurant.

Purchase of Leasehold/Sub-leasehold Interests

In 1974, we sold the underlying ground lease to the

real property located at 8600 Biscayne Boulevard, El Portal, Florida to related and unrelated third parties and simultaneously subleased

In 1974, we sold the underlying ground lease

to the real property located at 8600 Biscayne Boulevard, El Portal, Florida to related and unrelated third parties and simultaneously

subleased it back.

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

During the first quarter of our fiscal

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

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

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

During the first quarter

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

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

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

and the sublease agreement.

INSURANCE PREMIUMS

Due to continuing higher interest rates, for

the policy year commencing December 30, 2023 we paid the premiums for property, general liability, excess liability and terrorism policies

in full with premiums totaling approximately $ 3.92 million, which includes coverage for our franchises (of approximately $ 850,000 ), which

are not included in our consolidated financial statements.

For the policy year commencing December 30, 2024, we will pay the premiums

for property, general liability, excess liability and terrorism policies in full again due to continuing higher interest rates.

the policy year commencing December 30, 2024 we paid the premiums for general liability, auto, property, excess liability and terrorism

policies totaling approximately $ 4.01 million, which includes coverage for our franchises (of approximately $ 911,000 ), which are not

included in our consolidated financial statements.

For the policy year commencing December 30, 2025, we will pay the premiums for general

liability, auto, property, excess liability and terrorism policies in full again due to continuing higher interest rates.

DEFERRED REVENUE

6 unchanged sentences

September 27, 2025

October 1, 2022

September 30, 2023

Revenue deferred

4 unchanged sentences

our combination package liquor store and restaurant located at 2505 N.

University Drive, Hollywood, Florida (Store #19) was damaged

by a fire and was forced to close.

The package liquor store re-opened for business during the first quarter of our fiscal year 2023 in

a newly constructed stand-alone building.

The restaurant re-opened for business during the second quarter of our fiscal year 2024 in

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

University Drive, Hollywood, Florida (Store #19) was damaged by

a fire and was forced to close.

The package liquor store re-opened for business during the first quarter of our fiscal year 2023 in a

newly constructed stand-alone building.

The restaurant re-opened for business during the second quarter of our fiscal year 2024 in a

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

LIQUOR LICENSES

Liquor licenses, which are indefinite lived

assets, are tested for impairment in September of each of our fiscal years.

The fair value of liquor licenses at September 28, 2024,

exceeded the carrying amount;

Liquor licenses, which are indefinite lived assets,

are tested for impairment in September of each of our fiscal years.

The fair value of liquor licenses at September 27, 2025, exceeded

the carrying amount;

therefore, we recognized no impairment loss.

The fair value of the liquor licenses was evaluated by comparing

the carrying value to recent sales for similar liquor licenses in the County issued.

At September 28, 2024 and September 30, 2023, the

total carrying amount of our liquor licenses was $ 1,268,000 .

The fair value of the liquor licenses was evaluated by comparing the

carrying value to recent sales for similar liquor licenses issued in the County.

At September 27, 2025 and September 28, 2024, the total

carrying amount of our liquor licenses was $ 1,268,000 .

The components of our provision for income taxes

1 unchanged sentence

(in thousands)

A reconciliation of income tax computed at the

statutory federal rate to income tax expense is as follows:

A reconciliation of income tax computed at the statutory

federal rate to income tax expense is as follows:

(in thousands)

5 unchanged sentences

Other permanent items, net

We have deferred tax liabilities and assets which arise primarily

due to depreciation recorded at different rates for tax and book purposes offset by cost basis differences in depreciable assets due to

the deferral of the recognition of insurance recoveries on casualty losses for tax purposes, investments in and management fees paid by

limited partnerships, accruals for potential uninsured claims, bonuses accrued for book purposes but not paid within two and a half months

for tax purposes, the capitalization of certain inventory costs for tax purposes not recognized for financial reporting purposes, the

recognition of revenue from gift cards and other promotional programs not redeemed within twelve months of issuance, allowances for uncollectable

receivables, unfunded limited retirement commitments, book-tax differences related to operating leases, interest rate swap mark-to-market

adjustments and FICA tax credit.

The components of our deferred tax assets (liabilities) at September 28, 2024 and September 30, 2023

were as follows:

We have deferred tax liabilities and assets which

arise primarily due to depreciation recorded at different rates for tax and book purposes offset by cost basis differences in depreciable

assets due to the deferral of the recognition of insurance recoveries on casualty losses for tax purposes, investments in and management

fees paid by limited partnerships, accruals for potential uninsured claims, bonuses accrued for book purposes but not paid within two

and a half months for tax purposes, the capitalization of certain inventory costs for tax purposes not recognized for financial reporting

purposes, the recognition of revenue from gift cards and other promotional programs not redeemed within twelve months of issuance, allowances

for uncollectable receivables, unfunded limited retirement commitments, book-tax differences related to operating leases, interest rate

swap mark-to-market adjustments and FICA tax credit.

The components of our deferred tax assets (liabilities)

at September 27, 2025 and September 28, 2024 were as follows:

(in thousands)

7 unchanged sentences

Limited partnership investments

Interest rate swaps

Accrued limited retirement

Interest rate swaps

Valuation allowance

6 unchanged sentences

Operating lease right of use assets

Interest Rate Swaps

Total deferred tax liabilities

4 unchanged sentences

The Company’s general business credit carryforward will begin to expire in fiscal year 2044.

The Company and its subsidiaries file

The Company and its subsidiaries

Corporation federal income tax return and a Florida Corporation income tax return.

These returns are subject to examination by

taxing authorities for all fiscal years after 2020.

These returns are subject to examination

by taxing authorities for all fiscal years after 2021.

Debt consists of the following as of September 27,

7 unchanged sentences

As of September 27, 2025, the net book value of the collateral securing this mortgage was $ 7,667,000 .

Mortgage payable to institutional lender, secured by a first mortgage on real property and improvements, bearing interest at BSBY Screen Rate – 1 Month +1.50%, ( 5.32 % at September 28, 2024), but with the interest fixed at 4.90 % pursuant to a swap agreement, amortized over fifteen ( 15 ) years, payable in monthly installments of principal of approximately $ 36,700 , with a final payment on September 28, 2037.

Mortgage payable to institutional lender, secured by a first mortgage on real property and improvements, bearing interest at the lender’s 1 Month CME Term Secured Overnight Financing Rate (“SOFR”), plus 10 basis points (4.42% at September 27, 2025), but with the interest fixed at 4.90 % pursuant to a swap agreement, amortized over fifteen ( 15 ) years, payable in monthly installments of principal of approximately $38,700, with a final payment on September 28, 2037.

As of September 27, 2025, the net book value of the collateral securing this mortgage was $ 3,419,000 .

Additionally, effective November 15, 2024, the publication of BSBY was terminated and as of such date, the variable rate of interest under our debt instrument is equal to the lender’s 1 Month CME Term Secured Overnight Financing Rate (“SOFR”), plus 10 basis points, as an equivalent alternative approved by the lender.

Mortgage payable to institutional lender, secured by a first mortgage on real property and improvements, bearing interest at the fixed rate of 4.65 % per annum, fully amortized over fifteen ( 15 ) years, payable in monthly installments of principal and interest of approximately $ 6,400 , with a final payment on December 28, 2031.

1 unchanged sentence

DEBT (Continued)

Mortgage payable to a related party, an entity the owners of which include persons who are either our officers, directors or their family members, secured by first mortgage on real property and improvements, bearing interest at 6 %, amortized over fifteen ( 15 ) years, payable in monthly installments of principal and interest of approximately $ 9,300 , with a balloon payment of approximately $ 487,000 on August 1, 2032.

Mortgage payable to a related party, an entity the owners of which include persons who are either our officers, directors or their family members, secured by first mortgage on real property and improvements, bearing interest at 6 % per annum, amortized over fifteen ( 15 ) years, payable in monthly installments of principal and interest of approximately $ 9,300 , with a balloon payment of approximately $ 487,000 on August 1, 2032.

As of September 27, 2025, the net book value of the collateral securing this mortgage was $ 2,157,000 .

9 unchanged sentences

$ 19,134 $ 20,512

Long-term debt at September 28, 2024 matures

Long-term debt at September 27, 2025 matures as

Less unamortized loan costs

DEBT (Continued)

As of September 28, 2024, 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 $ 20,494,000 (the “Institutional Loans”), of our total loans of approximately

$ 21,912,000 .

As of September 28, 2024, the year-end fair value of our debt approximates carrying value.

In February 2023, we determined that as of December

31, 2022, we did not meet the required Post-Distribution Basic Fixed Charge Coverage Ratio (the “Post-Distribution/Fixed Charge

Covenant”) contained in each of our six (6) loans (the “Institutional Loans”) with our unrelated third party institutional

lender (the “Institutional Lender’).

On February 23, 2023, we received from the Institutional Lender, a written waiver of

the non-compliance with the Post-Distribution/Fixed Charge Covenant (the “Covenant Non-Compliance”), pursuant to which, among

other things, the Institutional Lender waived (1) the non-compliance as of December 31, 2022 and (2) their right to exercise certain remedies

under the Institutional Loans, including the right to accelerate the indebtedness owed by us thereunder, resulting in the indebtedness

under the Institutional Loans to be immediately due and payable, which would have had a material adverse effect on the Company.

The Post-Distribution/Fixed

Charge Covenant requires we maintain a ratio of at least 1.15 to 1.00 and for the twelve (12) months ended September 28, 2024 our ratio

was calculated to be 1.62 to 1.00 .

As a result, our classification of debt is appropriate as of September 28, 2024.

As of September 27, 2025, we are in compliance

with the financial covenants contained in our loans with our unrelated third-party institutional lender under which we owe in the aggregate,

approximately $ 19,306,000 of our total loans of approximately $ 20,618,000 .

As of September 27, 2025, the year-end fair value of our debt

approximates carrying value.

COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

Construction Contracts

University Drive, Hollywood, Florida

(Store #19 – “Flanigan’s”)

Master Service Agreement

During the first quarter of our fiscal year 2025,

we entered into an agreement with a third party unaffiliated general contractor to re-build our restaurant located at 2505 N.

Drive, Building B, Hollywood, Florida (Store #19R), which had been closed since October 2, 2018 due to damage caused by a fire and re-opened

March 26, 2024.

The contract totaled $ 2,515,000 and through our fiscal year 2024 we agreed to change orders increasing the total contract

price by $ 1,512,000 to $ 4,027,000 , of which $ 3,905,000 has been paid through September 28, 2024.

Subsequent to the end of our fiscal year

2024, we agreed to final change orders increasing the total contract price by $ 3,000 to $ 4,030,000 and the balance of the contract price

of $ 125,000 has been paid subsequent to the end of our fiscal year 2024.

In the third quarter of our fiscal year 2024, we entered

into an agreement with Oracle, an unrelated third party vendor for the licensing and support of NetSuite, a cloud-based Oracle ERP solution

to replace our general ledger.

The agreement is for a period of five years at a fixed rate of approximately $ 40,000 annually, with a cap

on the percentage increase to our fees for our options to extend the term of the agreement for years six and seven .

The fee for the five

year agreement will be paid to the unrelated third party vendor over a period of five years, with a deferral of any payments for the first

six months of the agreement.

We do not expect the implementation of NetSuite to be complete and functional until the second quarter of

our fiscal year 2025.

In the third quarter of our fiscal year 2024, we also

entered into an agreement with an unrelated third party implementation partner for the implementation of NetSuite.

The fee for its implementation

services will be approximately $ 237,000 , payable as hourly services are performed and billed.

we entered into a new Master Services Agreement with our current major vendor for a period of one (1) year effective January 1, 2025,

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

In this new Master Service

Agreement, as in our prior Master Service Agreements, we commit to purchase specific products through our current major vendor but are

free to purchase other products through other vendors, provided no less than 80% of our overall product needs are purchased through our

current major vendor.

During the third quarter of our fiscal year 2025, we exercised the first one (1) year renewal option and extended

the term of the Master Services Agreement for a period of one (1) year effective January 1, 2026.

In the third quarter of our fiscal year 2024,

we entered into an agreement with Oracle, an unrelated third-party vendor for the licensing and support of NetSuite, a cloud-based Oracle

ERP solution to replace our previous general ledger.

The agreement is for a period of five years at a fixed rate of approximately $ 40,000

annually, with a cap on the percentage increase to our fees for our options to extend the term of the agreement for years six and seven .

Effective June 29, 2025, the first day of the fourth quarter of our fiscal year 2025, NetSuite functions as the Company’s general

Legal Matters

Our sale of alcoholic beverages subjects us

to “dram shop” statutes, which allow an injured person to recover damages from an establishment that served alcoholic beverages

Our sale of alcoholic beverages subjects us to

“dram shop” statutes, which allow an injured person to recover damages from an establishment that served alcoholic beverages

to an intoxicated person.

8 unchanged sentences

COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

To conduct certain of our operations, we lease

restaurant and package liquor store space in South Florida from unrelated third parties.

Our leases have remaining lease terms of up to

48 years, some of which include options to renew and extend the lease terms for up to an additional 26 years.

We presently intend to renew

some of the extension options available to us and for purposes of computing the right-of-use assets and lease liabilities required by

ASC 842, we have incorporated into all lease terms which may be extended, an additional term of the lesser of (i) the amount of years

the lease may be extended;

or (ii) 15 years.

Following adoption of ASC 842 during our fiscal

year ended October 3, 2020, common area maintenance and property taxes are not considered to be lease components.

To conduct certain operations, we lease restaurant and package liquor

store space in South Florida from unrelated third parties.

Our leases have remaining lease terms of up to 47 years, some of which include

options to renew and extend the lease terms for up to an additional 24 years.

We presently intend to renew some of the extension options

available to us and for purposes of computing the right-of-use assets and lease liabilities required by ASC 842, we have incorporated

into all lease terms which may be extended, an additional term of the lesser of (i) the amount of years the lease may be extended;

(ii) 15 years.

Common area maintenance and property taxes are not considered to be

lease components.

Variable lease costs include amounts based on a percentage of gross sales in excess of specified levels.

They are recognized

when probable and are not included in determining the present value of our operating lease liability.

The components of lease expense are as follows:

(in thousands)

Ended September 28,

Ended September 30,

September 27,

September 28,

Operating Lease Expense, which is included in occupancy costs

1 unchanged sentence

(in thousands)

Classification on the Condensed Consolidated Balance Sheets September 28, 2024 September 30, 2023

Classification on the Condensed Consolidated Balance Sheets September 27,

2025 September 28,

Operating lease assets $ 24,817 $ 26,828

15 unchanged sentences

In order to fix the cost and ensure adequate

supply of baby back ribs for our restaurants for calendar year 2025, we entered into a purchase agreement with a new rib supplier, whereby

we agreed to purchase approximately $ 7.8 million of “2.5 & Down Baby Back Ribs” (weight range in which baby back ribs

are sold) during calendar year 2025, at a prescribed cost, which we believe is competitive.

For calendar year 2024, we entered into a

purchase agreement with our current rib supplier, whereby we agreed to purchase approximately $ 7.0 million of “2.25 & Down Baby

Back Ribs” during calendar year 2024, at a prescribed cost, which we also believe is competitive.

supply of baby back ribs for our restaurants for calendar year 2026, we entered into a purchase agreement with our existing rib supplier,

whereby we agreed to purchase approximately $ 9.2 million of “2.5 & Down Baby Back Ribs” (weight range in which baby back

ribs are sold) during calendar year 2026, at a prescribed cost, which we believe is competitive.

For calendar year 2025, we entered into

a purchase agreement with a new rib supplier, whereby we agreed to purchase approximately $ 7.8 million of “2.5 & Down Baby

Back Ribs” during calendar year 2025, at a prescribed cost, which we believed was competitive.

The increase in our cost of baby

back ribs for calendar year 2025 compared to calendar year 2024 is due to our purchase of larger sized baby back ribs and the purchase

of baby back ribs for Store #19R, Hollywood, Florida for the entire calendar year, offset by a decrease in market price.

back ribs for calendar year 2026 compared to calendar year 2025 is due to an increase in market price and quantity ordered.

Flanigan’s Fish Company, LLC

As of September 28, 2024, Flanigan’s

Fish Company, LLC, a Florida limited liability company (“FFC”), supplies certain fish to all of our restaurants.

hold the controlling interest in FFC, the balance sheet and operating results of this entity are consolidated into the accompanying consolidated

As of September 27, 2025, Flanigan’s Fish

Company, LLC, a Florida limited liability company (“FFC”), supplies certain fish to all of our restaurants.

Since we hold

the controlling interest in FFC, the balance sheet and operating results of this entity are consolidated into the accompanying consolidated

financial statements of the Company.

8 unchanged sentences

liquor stores and two are restaurants (one of which we operate).

Four franchised stores are owned and operated by related parties as follows:

Flanigan, our Chairman of the

Board of Directors, Chief Executive Officer and President of the Company, and Michael B.

Flanigan, a member of our Board of Directors

Flanigan’s brother, are each a 35.24 % owner of a company which has a franchise arrangement with us for the operation

of a restaurant and adjacent package liquor store located in Coconut Grove, Florida (Store #18).

Flanigan, brother to both

Four franchised stores are owned and operated by related parties as

Flanigan, our Chairman of the Board of Directors, Chief Executive Officer and President of the Company, and Michael B.

Flanigan, a member of our Board of Directors and James G.

Flanigan’s brother, are 52.28 % and 40.00 % owners, respectively, which has a franchise arrangement with us for the operation of a restaurant and adjacent package liquor store located in Coconut Grove, Florida (Store #18).

Flanigan, brother to both James G.

Flanigan and Michael B.

Flanigan and a member of our Board of Directors, owns 100 % of a company which has a franchise arrangement

with us for the operation of a combination restaurant/package liquor store located in Pompano Beach, Florida (Store #43).

• Our officers and directors collectively

own 30 % of the shareholder interest of a company which has a franchise arrangement with us for the operation of a restaurant located in

Deerfield Beach, Florida.

Flanigan and a member of our Board of Directors, owns 100 % of a company which has a franchise arrangement with us for the operation of a combination restaurant/package liquor store located in Pompano Beach, Florida (Store #43).

● Our officers and directors collectively own 30 % of the shareholder interest of a company which has a franchise arrangement with us for the operation of a restaurant located in Deerfield Beach, Florida.

The shareholder interest of James G.

Flanigan’s family represents an additional 60 % of the total invested

capital in this franchised location (Store #14).

Flanigan is the sole general

partner and a 25 % limited partner in a limited partnership which has a franchise arrangement with us for the operation of a restaurant

located in Fort Lauderdale, Florida.

The Company is a 25 % limited partner in this limited partnership and officers and directors of the

Company (excluding Patrick J.

Flanigan’s family represents an additional 60 % of the total invested capital in this franchised location (Store #14).

Flanigan is the sole general partner and a 25 % limited partner in a limited partnership which has a franchise arrangement with us for the operation of a restaurant located in Fort Lauderdale, Florida.

The Company is a 25 % limited partner in this limited partnership and officers and directors of the Company (excluding Patrick J.

Flanigan) own an additional 31.9 % limited partnership interest in this franchised location (Store #15).

Under the franchise agreements, we provide

guidance, advice and management assistance to the franchisees.

In addition and for an additional annual fee of approximately $ 25,000 ,

we also act as fiscal agent for the franchisees whereby we collect all revenues and pay all expenses and distributions.

We also, from

time to time, advance funds on behalf of the franchisees for the cost of renovations.

The resulting amounts receivable from and payable

to these franchisees are reflected in the accompanying consolidated balance sheet as either an asset or a liability.

We also agree to

sponsor and manage cooperative buying groups on behalf of the franchisees for the purchase of inventory.

The franchise agreements provide

for royalties to us of approximately 3 % of gross restaurant sales and 1 % of gross package liquor sales.

During our fiscal years 2024 and

2023, we earned royalties of $ 1,195,000 and $ 1,163,000 , respectively, from our related franchises, which royalties are included in Franchise-related

revenues in our Consolidated Statements of Income.

Under the franchise agreements, we provide guidance,

advice and management assistance to the franchisees.

In addition and for an additional annual fee of approximately $ 25,000 , we also act

as fiscal agent for the franchisees whereby we collect all revenues and pay all expenses and distributions.

We also, from time to time,

advance funds on behalf of the franchisees for the cost of renovations.

The resulting amounts receivable from and payable to these franchisees

are reflected in the accompanying consolidated balance sheet as either an asset or a liability.

We also agree to sponsor and manage cooperative

buying groups on behalf of the franchisees for the purchase of inventory.

The franchise agreements provide for royalties to us of approximately

3 % of gross restaurant sales and 1 % of gross package liquor sales.

During our fiscal years 2025 and 2024, we earned royalties of $ 1,242,000

and $ 1,195,000 , respectively, from our related franchises, which royalties are included in Franchise-related revenues in our Consolidated

Statements of Income.

We are not currently offering or accepting new franchises.

10 unchanged sentences

to the Chief Operating Officer and 5 % paid to the Chief Financial Officer (the “Restaurant Bonus’’).

Restaurant Bonuses for

our fiscal years 2024 and 2023 amounted to approximately $ 1,037,000 and $ 1,090,000 , respectively.

Restaurant Bonuses

for our fiscal years 2025 and 2024 amounted to approximately $ 1,311,000 and $ 1,037,000 , respectively.

Management Agreements

10 unchanged sentences

January 9, 2036.

For the fiscal years ended September 28, 2024 and September 30, 2023, we generated $ 200,000 and $ 400,000 of revenue,

respectively, from providing these management services.

For the fiscal years ended September 27, 2025 and September 28, 2024, we generated $ 200,000 of revenue in each respective

fiscal year from providing these management services.

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

We follow FASB (ASC) Topic 820, “Fair

Value Measurement”, for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed

We follow FASB (ASC) Topic 820, “Fair Value

Measurement”, for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed

at fair value on at least an annual basis.

Topic 820 defines fair value as the price that would be received from selling an asset or paid

to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value

measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous

Topic 820 defines fair value as the price that would be received from selling an asset or

paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair

value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous

market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability, such

4 unchanged sentences

three levels of inputs that may be used to measure fair value:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data.

Level 1 Inputs – Unadjusted quoted prices in

active markets for identical assets or liabilities.

Level 2 Inputs –

Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market

These include quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are not active;

and inputs to evaluation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.

Level 3 Inputs – One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment.

Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation.

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Continued)

quoted prices for identical or similar assets

or liabilities in markets that are not active;

and inputs to evaluation models or other pricing methodologies that do not require

significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily

observable market data.

Level 3 Inputs –

One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant

management judgment.

Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models,

discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation.

Interest Rate Swap Agreements

At September 28, 2024, we had one variable rate instrument

outstanding that is impacted by changes in interest rates.

The interest rate of our variable rate debt instrument is equal to the lender’s

BSBY Screen Rate plus one and one-half percent ( 1.50 %) per annum.

In September 2022, we refinanced the mortgage loan encumbering the property

where our combination package liquor store and restaurant located at 4 N.

Federal Highway, Hallandale Beach, Florida, (Store #31) operates,

which mortgage loan is held by an unaffiliated third party lender (the “$ 8.90 M Loan”).

Effective November 15, 2024, the publication

of BSBY was terminated and as of such date, the variable rate of interest under our debt instrument is equal to the lender’s 1 Month

CME Term Secured Overnight Financing Rate (“SOFR”), plus 10 basis points, as an equivalent alternative approved by the lender.

As a means of managing our interest rate risk on this

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

obligation to a fixed rate.

We are currently party to the following interest rate swap agreement:

(i) The interest rate swap agreement entered into

in September 2022 relates to the $ 8.90 M Loan (the “$ 8.90 M Term Loan Swap”).

The $ 8.90 M Term Loan Swap requires us to pay interest

for a fifteen ( 15 ) year period at a fixed rate of 4.90 % on an initial amortizing notional principal amount of $ 8,900,000 , while receiving

interest for the same period at BSBY Screen Rate – 1 Month, plus 1.50% , on the same amortizing notional principal amount.

the change in the interest rate on the $ 8.9 M Loan, on November 22, 2024, we terminated the $ 8.90 M Term Loan Swap and simultaneously entered

into a new interest rate swap agreement for $ 8,015,601 , the balance due on the $ 8.90 M Loan, which requires us to pay interest for twelve

(12) years, ten (10) months, which is the balance of the original fifteen (15) year period at a fixed rate of 4.90 % on an initial amortizing

notional principal amount of $ 8,015,601 , while receiving interest for the same period at the lender’s 1 Month CME Term Secured Overnight

Financing Rate (“SOFR”), plus 10 basis points, at the same amortizing notional principal amount.

We determined that the interest

rate swap agreement is an effective hedging agreement and changes in fair value are adjusted quarterly.

As of September 27, 2025, we had one variable

rate instrument outstanding that is impacted by changes in interest rates.

In September 2022, we refinanced the mortgage loan encumbering

the property where our combination package liquor store and restaurant located at 4 N.

Federal Highway, Hallandale Beach, Florida, (Store

#31) operates, which mortgage loan is held by an unaffiliated third-party lender (the “$ 8.90 M Loan”).

The interest rate of

our variable rate debt instrument was equal to the lender’s BSBY Screen Rate plus one and one-half percent ( 1.50 %) per annum.

November 15, 2024, the publication of BSBY was terminated and as of such date, the variable rate of interest under our debt instrument

is equal to the lender’s 1 Month CME Term Secured Overnight Financing Rate (“SOFR”), plus 10 basis points, as an equivalent

alternative approved by the lender.

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Continued)

As a means of managing our interest rate risk

on this debt instrument, we entered into an interest rate swap agreement with an unrelated third-party lender in September 2022 to convert

this variable rate debt obligation to a fixed rate.

The $ 8.90 M Term Loan Swap required us to pay interest for a fifteen ( 15 ) year period

at a fixed rate of 4.90 % on an initial amortizing notional principal amount of $ 8,900,000 , while receiving interest for the same period

at BSBY Screen Rate – 1 Month, plus 1.50% , on the same amortizing notional principal amount.

We had previously determined that

this interest rate swap agreement was an effective hedging agreement and we recorded changes in fair value to accumulated other comprehensive

income each quarter from the fourth quarter of our fiscal year 2023 through the first quarter of our fiscal year 2025.

On November 22, 2024, we terminated the $ 8.90 M

Term Loan Swap and simultaneously entered into a new interest rate swap agreement for $ 8,015,601 , the balance due on the $ 8.90 M Loan,

which requires us to pay interest for twelve (12) years, ten (10) months, which is the balance of the original fifteen (15) year period

at a fixed rate of 4.90 % on an initial amortizing notional principal amount of $ 8,015,601 , while receiving interest for the same period

at the lender’s 1 Month CME Term Secured Overnight Financing Rate (“SOFR”), plus 10 basis points, at the same amortizing

notional principal amount.

During the second quarter of our fiscal year 2025, we recognized the $ 290,000 of non-cash gains, net of tax,

related to the above interest rate swap agreement as interest and other income.

We determined that the new interest rate swap agreement

is an economic hedge and beginning in the second quarter of our fiscal year 2025, we recognize the changes in fair value on our interest

rate swap in interest and other income on our consolidated statements of income.

Treasury Stock

Purchase of Common Shares

During our fiscal years 2024 and 2023, we

did not purchase any shares of our common stock.

During our fiscal years 2025 and 2024, we did

not purchase any shares of our common stock.

As of September 27, 2025, we still have authority to purchase 65,414 shares of our common

13 unchanged sentences

to each segment.

In order to evaluate each of these two operating segments we also break out our Corporate entity which functions as a

cost center accumulating expenses that do not directly relate to the reportable segments operations.

In order to evaluate each of these two operating segments we also break out our Corporate entity which functions as

a cost center accumulating expenses that do not directly relate to the reportable segments operations.

As such, our Chief Operating Decision

3 unchanged sentences

in the tables below and there are no additional significant expenses within the expense categories presented.

The key areas of focus by

CODM for allocation of resources are revenues from each reportable segment, as well as their cost of merchandise sold, payroll related

The key areas of focus

by CODM for allocation of resources are revenues from each reportable segment, as well as their cost of merchandise sold, payroll related

costs, and operating expenses (these figures are presented both pre-elimination and post-elimination with a line clearly distinguishing

the elimination amounts).

While CODM analyzes these categories, the area of focus is period over period fluxes to determine that the right

allocation of resources is attributed to each segment in order to ensure profitability is maximized.

Gross profit is not shown on the

Consolidated Statements of Income but is a metric that CODM uses to assess segment performance and as such is included in the tables below.

While CODM analyzes these categories, the area of focus is period over period fluxes to determine that the

right allocation of resources is attributed to each segment in order to ensure profitability is maximized.

Gross profit is not shown

on the Consolidated Statements of Income but is a metric that CODM uses to assess segment performance and as such is included in the

tables below.

In computing operating income, none of the following items have been included:

interest expense, other non-operating income and expenses

and income taxes.

interest expense, other non-operating income

and expenses and income taxes.

Identifiable assets by segment are those assets that are used in our operations in each segment.

Corporate assets are

principally cash and real property, improvements, furniture, equipment and vehicles used at our corporate headquarters.

We do not have

any operations outside of the United States and transactions between restaurants and package liquor stores are not material.

The accounting

policies of the segments are the same as those described in the summary of significant accounting policies.

CODM analyzes each segment’s

income from operations for making decisions regarding resource allocation.

Information concerning the revenues and operating income for

the years ended September 28, 2024 and September 30, 2023, and identifiable assets for the two reportable segments in which we operate,

are shown in the following tables.

assets are principally cash and real property, improvements, furniture, equipment and vehicles used at our corporate headquarters.

do not have any operations outside of the United States and transactions between restaurants and package liquor stores are not material.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

CODM analyzes

each segment’s income from operations for making decisions regarding resource allocation.

Information concerning the revenues and

operating income for the years ended September 27, 2025 and September 28, 2024, and identifiable assets for the two reportable segments

in which we operate, are shown in the following tables.

BUSINESS SEGMENTS (Continued)

8 unchanged sentences

Cost of merchandise sold:

Intersegment cost of merchandise sold

Intersegment cost of merchandise

TOTAL COST OF MERCHANDISE SOLD:

3 unchanged sentences

Intersegment franchise-related revenues

Rental income

Intersegment rental income

Intersegment partnership income

3 unchanged sentences

Payroll and related costs

Intersegment payroll costs

Operating expenses

6 unchanged sentences

TOTAL ADDITIONAL EXPENSES:

Income from Operations

Income (Loss) from Operations

OTHER INCOME (EXPENSE):

3 unchanged sentences

Intersegment interest and other income

Gain on sale of property and equipment

Income (loss) before provision for income taxes:

Rental income

Intersegment rental income

Rental expense

Income (loss) before provision

for income taxes:

Provision for income taxes

Net Income attributable to noncontrolling interests

Net Income Attributable to Flanigan's Enterprises, Inc.

Net Income (Loss)

Net Income attributable to

noncontrolling interests

Net Income (Loss) Attributable to

Flanigan’s Enterprises, Inc.

BUSINESS SEGMENTS (Continued)

8 unchanged sentences

Cost of merchandise sold:

Intersegment cost of merchandise sold

Intersegment cost of merchandise

TOTAL COST OF MERCHANDISE SOLD:

3 unchanged sentences

Intersegment franchise-related revenues

Rental income

Intersegment rental income

Intersegment partnership income

12 unchanged sentences

TOTAL ADDITIONAL EXPENSES:

Income from Operations

Income (Loss) from Operations

OTHER INCOME (EXPENSE):

3 unchanged sentences

Intersegment interest and other income

Income (loss) before provision for income taxes:

Rental income

Intersegment rental income

Rental expense

Gain on sale of property and equipment

Income (loss) before provision

for income taxes:

Provision for income taxes

Net Income attributable to noncontrolling interests

Net Income Attributable to Flanigan's Enterprises, Inc.

Net Income (Loss)

Net Income attributable to

noncontrolling interests

Net Income (Loss) Attributable to

Flanigan’s Enterprises, Inc.

BUSINESS SEGMENTS (Continued)

13 unchanged sentences

QUARTERLY INFORMATION (UNAUDITED)

The following is a summary of our unaudited quarterly

results of operations for the quarters in our fiscal years 2024 and 2023.

following is a summary of our unaudited quarterly results of operations for the quarters in our fiscal years 2025 and 2024.

Rental income

previously presented in Revenues is currently presented in Other Income.

Rental expense previously presented in Operating, Occupancy,

and Selling, General and Administrative expenses is currently presented in Other Expense.

Revenues and Income from operations reflect

this revised presentation but there was no impact to Net Income.

(in thousands)

3 unchanged sentences

Net income per share – basic and diluted

Weighted average common stock outstanding – basic and diluted

Weighted average common stock outstanding – basic

(in thousands)

Quarter Ended

September 30,

Income from operations

1 unchanged sentence

Net income (loss) per share – basic and diluted

Weighted average common stock outstanding – basic and diluted

Weighted average common stock outstanding – basic

Quarterly operating results are not necessarily

1 unchanged sentence

store segments.

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 September 28, 2024 and September 30, 2023, the Board of Directors

approved discretionary matching contributions totaling $ 74,000 and $ 70,000 , respectively.

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 September 27, 2025 and September 28, 2024,

the Board of Directors approved discretionary matching contributions totaling $ 87,000 and $ 74,000 , respectively.

SUBSEQUENT EVENTS

Subsequent to the end of our fiscal year

2024, we entered into a new Master Services Agreement with our current vendor for a period of one (1) year effective January 1, 2025,

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

Subsequent events have been evaluated through

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

Subsequent to the end of our fiscal year end 2025,

we approved the 2026 baby back rib contract with our existing rib supplier.

See the section titled “Purchase Commitments”

in Note 12 for additional details.

Subsequent to the end of our fiscal year 2025,

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

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

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

financial statements:

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

with our insurance carriers.

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

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

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

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

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

retention per occurrence is $ 10,000 .

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

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

The one (1) year automobile insurance

premium is in the amount of $ 234,000 ;

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

The one (1) year property insurance premium

is in the amount of $ 1,317,000 ;

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

The one (1) year excess liability

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

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

The one (1) year terrorism insurance premium

is in the amount of $ 19,000 .

Of the $ 4,014,000 annual premium

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

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

Subsequent events have been evaluated through

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

we re-financed with our institutional lender, our mortgage loan encumbering the real property and improvements located at 12750 –

88 th Street, Miami, Florida where our Flanigan’s Calusa Center and our limited partnership owned Flanigan’s

Seafood Bar and Grill restaurant operate (Store #70), without increasing the principal amount borrowed at this time ($ 5,676,856 ).

re-financed mortgage loan earns interest at a fluctuating rate per year equal to the sum of (i) the greater of the Term SOFR Daily Floating

Rate or the Index Floor (which for purposes hereof is 0.00 %) and (ii) 2.25 %, with the first payment of principal and interest due January

31, 2026 and monthly thereafter on the last day of each month until November 30, 2030 when the entire principal payment and all accrued

interest is due in full.

We received no excess funds from the re-financing of this mortgage loan.

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 9A. Controls and Procedures