The following Management's Discussion and Analysis should be read in conjunction
with the unaudited condensed consolidated financial statements, and the notes
thereto, presented elsewhere in this report and the audited consolidated
financial statements of Star Buffet, Inc., a Delaware corporation (the
"Company," "we" or "us"), and Management's Discussion and Analysis included in
the Company's Annual Report on Form 10-K for the fiscal year ended January 28,
2019 (the "2019 Form 10-K"). Comparability of periods may be affected by the
closure of restaurants or the implementation of the Company's acquisition and
strategic alliance strategies. The costs associated with integrating new
restaurants or closing under-performing or unprofitable restaurants, if any, may
have a material adverse effect on the Company's results of operations in any
individual period.



This Quarterly Report on Form 10-Q (this "Report")contains forward looking
statements, which are subject to known and unknown risks, uncertainties and
other factors which may cause the actual results, performance, or achievements
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include the following: general economic and business conditions; success
of integrating newly acquired under-performing or unprofitable restaurants; the
impact of competitive products and pricing; success of operating initiatives;
advertising and promotional efforts; adverse publicity; changes in business
strategy or development plans; quality of management; availability, terms and
deployment of capital; changes in prevailing interest rates and the availability
of financing; food, labor, and employee benefits costs; changes in, or the
failure to comply with, government regulations; weather and wildfire conditions;
construction schedules; implementation of the Company's acquisition and
strategic alliance strategy; the effect of the Company's accounting policies and
other risks detailed in Item 1A of the 2019 Form 10-K, and other filings with
the Securities and Exchange Commission. You should not place undue reliance on
these forward-looking statements, which speak only as of the date of this
Report. All forward-looking statements are based on information available to the
Company at this time, and the Company assumes no obligation to update any of
these statements.



Executive Summary



Star Buffet, Inc., a Delaware corporation (the "Company," "we" or "us"), is a
multi-concept restaurant holding company. The Company was incorporated on July
28, 1997. At November 4, 2019, the Company operated 23 full-service restaurants.
During the first three quarters of fiscal year ending January 27, 2020 ("Fiscal
2020"), the Company also had four restaurants that were not in operation. One
restaurant was leased to a third-party operator and three were held for future
use. The Company's restaurants operate under trade names are owned by the
Company and include 4B's Restaurants®, BuddyFreddys®, Barnhill's Salads Buffet
Desserts®, and Casa Bonita®. The Company's restaurants are located in Arkansas,
Arizona, Colorado, Florida, Idaho, Mississippi, Montana, New Mexico, Texas, and
Utah. The Company has an executive office in Scottsdale, Arizona and management
information systems in Salt Lake City, Utah.



Recent Developments



None.



                                       13

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The following table summarizes the Company's results of operations as a percentage of total revenues for the 12 and 40 weeks ended November 5, 2018 and November 5, 2018, respectively.





                                               Twelve Weeks Ended                     Forty Weeks Ended
                                         November 4,         November 5,        November 4,        November 5,
                                            2019                2018               2019               2018

Total revenues                                  100.0 %             100.0 %            100.0 %            100.0 %

Costs, expenses and other
Food costs                                       31.5                32.6               31.7               32.3
Labor costs                                      42.9                40.0               41.0               38.5
Occupancy and other expenses                     21.1                21.6               20.5               20.5
General and administrative expenses               6.1                 4.7                6.2                4.5
Depreciation and amortization                     3.1                 2.3                2.8                2.2
Total costs, expenses and other                 104.7               101.2              102.2               98.0

Income (loss) from operations                    (4.7 )              (1.2 )             (2.2 )              2.0

Interest expense                                  2.1                 1.9                1.9                1.8
Other income                                      0.4                 0.4                0.3                0.3
Income (loss) before income tax                  (6.4 )              (2.7 )             (3.8 )              0.5


Income tax provision (benefit)                   (0.2 )               0.2                0.0                0.1
Net income (loss)                                (6.2 )%             (2.9 )%            (3.8 )%             0.4 %



The table below outlines the number of operating and non-operating restaurants by the Company as of November 4, 2019 and January 28, 2019.





                              November 4,       January 28,
                                 2019              2019
Operating Restaurants:
4B's (1) (2)                            11                14
JB's                                     5                 5
Steakhouses (3)                          4                 4
Buffets (4)                              2                 2
Casa Bonita                              1                 1
                                        23                26
Non-Operating Restaurants:
Leased to Third Parties                  1                 1
Warehouse                                1                 1
Held for Future Use                      2                 1
                                         4                 3
Total                                   27                29




  (1) Includes one Antler's restaurant.


(2) The 4B's Café in Deer Lodge Montana operates seasonally from approximately


      May to September.


  (3) Includes two Pecos Diamond restaurants, one Bar H restaurant and one
      Rancher's Grill restaurant.


  (4) Includes one Barnhill's Salads Buffet Desserts restaurant and one
      BuddyFreddys restaurant.




                                       14

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Twelve Weeks Ended November 4, 2019 compared to Twelve Weeks Ended November 5, 2018





Overview - The Company has a consolidated net loss for the 12-week period ended
November 4, 2019 of $(334,000) or $(0.10) per diluted share as compared with net
loss of $(172,000) or $(0.05) per diluted share for the 12 weeks end November 5,
2018, a decrease of approximately $162,000 from the comparable prior fiscal year
period. The decrease in net income was primarily from the result of
approximately $185,000 increase in net loss from operations due primarily to a
$687,000 decrease in revenues and higher labor costs as a percentage of
revenues.



Revenues - Total revenues decreased by approximately $687,000, or 11.5%, from
$6.0 million in the 12 weeks ended November 5, 2018 to $5.3 million in the 12
weeks ended November 4, 2019. The decrease in revenues was primarily the result
of an approximately $401,000 or 7.5% decrease in comparable same store sales and
an approximately $500,000 decrease in revenue for the closure of four
restaurants in Fiscal 2020, one restaurant in Fiscal 2019 plus the temporary
closure of one restaurant. The decrease in revenues was partially offset by the
net increase of approximately $214,000 attributable to the opening of one
restaurant in Fiscal 2020.



Food Costs - Food costs as a percentage of total revenues decreased from 32.6%
during the 12-week period ended November 5, 2018 to 31.5% during the 12-week
period ended November 4, 2019. The food cost decreased in the current fiscal
quarter as compared to the same period in the prior year as a percentage of
sales primarily from stable wholesale costs and higher guest check average in
Fiscal 2020 as compared to Fiscal 2019. Food costs decreased by approximately
$282,000 in the 12-week period ended November 4, 2019 compared to the same
period ended November 5, 2018 primarily due a $687,000 decrease in revenues.



Labor - Labor costs as a percentage of total revenues increased from 40.0%
during the 12-week period ended November 5, 2018 to 42.9% during the 12-week
period ended November 4, 2019. The increase as a percentage of total revenues
was primarily attributable to higher minimum wages in the States of Arkansas,
Arizona, Colorado, Florida and Montana and $687,000 in lower revenue in the
third quarter of Fiscal 2020 compared to the third quarter of Fiscal 2019.



Occupancy and Other Expenses - Occupancy and other expenses as a percentage of
total revenues decreased from 21.6% during the 12-week period ended November 5,
2018 to 21.1% during the 12-week period ended November 4, 2019. The decrease as
a percentage of total revenues was primarily attributable to a lower advertising
and repair expense as a percentage of total revenues in the third quarter
compared to the same period in the prior year. Occupancy and other expense
decreased approximately $176,000 in the 12-week period ended November 4, 2019
primarily due to the decrease of $687,000 in revenues in the third quarter of
Fiscal 2020 compared the same period in Fiscal 2019.



General and Administrative Expenses - General and administrative expense as a
percentage of total revenues increased from 4.7% during the 12-week period ended
November 5, 2018 to 6.1% during the 12-week period ended November 4, 2019. The
increase as a percentage of total revenues was primarily attributable to a
credit in licensing fees as a percentage of total revenues in the third quarter
of the prior year compared to the same period of the current year. General and
administrative expense increased from $279,000 during the 12-week period ended
November 5, 2018 to $320,000 during the 12-week period ended November 4, 2019.




Depreciation and Amortization - Depreciation and amortization expense increased
from $135,000 during the 12-week period ended November 5, 2018 to $164,000
during the 12-week period ended November 4, 2019. The increase was primarily
attributable to additional restaurants opened.



Interest Expense - Interest expense decreased from $116,000 during the 12-week
period ended November 5, 2018 to $111,000 during the 12-week period ended
November 4, 2019. The decrease was attributable to lower debt balance primarily
relating to loans for the purchase and remodel of the 4B's restaurant in
Missoula, Montana in the 12-week period ended November 4, 2019 as compared to
the 12-week period ended November 5, 2018.



Other Income - Other income is primarily rental income from the Company's leased
properties. Rental income was $21,000 for two properties leased for the 12-week
period ended November 5, 2018. Rental income was $19,000 for one property leased
for the 12-week period ended November 4, 2019.



Income Taxes - The income tax provision totaled $10,000 for the 12-week period
ended November 5, 2018 and was a tax benefit of $10,000 for the 12-week period
ended November 4, 2019. The Company has a full valuation allowance against its
deferred tax asset, net of expected reversals of existing deferred tax
liabilities on November 4, 2019 and January 29, 2018. The Company has a net
operating loss for tax and financial reporting purposes.



                                       15
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Forty weeks Ended November 4, 2019 compared to Forty weeks Ended November 5, 2018





Overview - The Company has a consolidated net loss for the 40-week period ended
November 4, 2019 of $(757,000) or $(0.24) per diluted share as compared with net
income of $83,000 or $0.03 per diluted share for the 40-weeks ended November 5,
2018, a decrease of approximately $840,000 from the comparable prior fiscal year
period. The net decrease in operations was primarily from the result of
approximately $876,000 decrease from income from operations due primarily to a
$1.4 million decrease in revenues and higher labor and higher legal expenses in
general and administrative costs as a percentage of revenues.



Revenues - Total revenues decreased by approximately $1.4 million, or 7.0%, from
$20.8 million in the 40 weeks ended November 5, 2018 to $19.4 million in the
40-weeks ended November 4, 2019. The decrease in revenues was primarily the
result of an approximately $962,000 or 5.1% decrease in comparable same store
sales and an approximately $1.1 million decrease in revenue for the closure of
four restaurants in Fiscal 2020, one restaurant in Fiscal 2019 plus the
temporary closure of one restaurant. The decrease in revenues was partially
offset by the net increase of approximately $561,000 attributable to the opening
of one restaurant in Fiscal 2020, two restaurants in Fiscal 2019 and the
reopening of one restaurant closed due to a kitchen fire.



Food Costs - Food costs as a percentage of total revenues decreased from 32.3%
during the 40-week period ended November 5, 2018 to 31.7% during the 40-week
period ended November 4, 2019. The food cost decreased in the current fiscal
quarter as compared to the same period in the prior year as a percentage of
sales primarily from stable wholesale costs and higher guest check average in
Fiscal 2020 as compared to Fiscal 2019. Food costs decreased by approximately
$566,000 in the 40-week period ended November 4, 2019 compared to the same
period ended November 5, 2018 primarily due to a $1.4 million decrease in
revenues.



Labor - Labor costs as a percentage of total revenues increased from 38.5%
during the 40-week period ended November 5, 2018 to 41.0% during the 40-week
period ended November 4, 2019. The increase as a percentage of total revenues
was primarily attributable to higher minimum wages in the States of Arizona,
Colorado, Florida and Montana and $1.4 million in lower revenue in the first
three quarters of Fiscal 2020 compared to the first three quarters of Fiscal
2019.



Occupancy and Other Expenses - Occupancy and other expenses as a percentage of
total revenues remained the same at 20.5% during the 40-week period ended
November 5, 2018 and during the 40-week period ended November 4, 2019. Occupancy
and other expense decreased approximately $286,000 in the 40-week period ended
November 4, 2019 primarily due to the decrease of $1.4 million in revenues in
the first three quarters of Fiscal 2020 compared the same period in Fiscal 2019.



General and Administrative Expenses - General and administrative expense as a
percentage of total revenues increased from 4.5% during the 40-week period ended
November 5, 2018 to 6.2% during the 40-week period ended November 4, 2019.
General and administrative expense increased from $947,000 during the 40-week
period ended November 5, 2018 to $1.2 million during the 40-week period ended
November 5, 2018. The increase was primarily attributable to a credit in
licensing fees in the prior year and to higher legal expense in first three
quarters of Fiscal 2020 compared same period in Fiscal 2019. The legal expenses
primarily resulted from a settlement of a general liability case in Denver,
Colorado and a trademark dispute in Arkansas.



Depreciation and Amortization - Depreciation and amortization expense increased
from $451,000 during the 40-week period ended November 5, 2018 to $548,000
during the 40-week period ended November 4, 2019. The increase was primarily
attributable to additional restaurants opened.



Interest Expense - Interest expense decreased from $383,000 during the 40-week
period ended November 5, 2018 to $360,000 during the 40-week period ended
November 4, 2019. The decrease was attributable to lower debt balance primarily
relating to loans for the purchase and remodel of the 4B's restaurant in
Missoula, Montana in the 40-week period ended November 4, 2019 as compared to
the 40-week period ended November 5, 2018.



Other Income - Other income consists primarily of rental income from the
Company's leased properties. Rental income was $70,000 for two properties leased
for the 40-week period ended November 5, 2018. Rental income was $58,000 for one
property leased for the 40-week period ended November 4, 2019. Rental income was
adversely impacted by the loss of one tenant.



Income Taxes - The income tax provision totaled $30,000 for the 40-week period
ended November 5, 2018 and $5,000 for the 40-week period ended November 4, 2019.
The Company has a full valuation allowance against its deferred tax asset, net
of expected reversals of existing deferred tax liabilities on November 4, 2019
and January 29, 2018. The Company has a net operating loss for tax and financial
reporting purposes.



                                       16

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Impact of Inflation



The impact of inflation on food, labor, equipment and construction and
remodeling of restaurants could affect the Company's margins. Many of the
Company's employees are paid hourly rates related to state minimum wage laws
that are tied to inflation indexes so that changes in these laws would result in
higher labor costs to the Company. In addition, food items purchased by the
Company are subject to market supply and demand pressures. The Company believes
that modest increases in these costs can be offset through price changes and
other cost control efforts. However, there is no assurance that the Company
would be able to pass significant costs on to its customers in a short period of
time.


Liquidity and Capital Resources

In recent years, the Company has financed operations through a combination of cash on hand, cash provided from operations and loans from our principal shareholders.





As of November 4, 2019, the Company had $95,000 in cash.  Cash and cash
equivalents decreased by $68,000 during the 40-weeks ended November 4, 2019. The
net working capital deficit was $5.5 million and $4.4 million at November 4,
2019 and January 28, 2019, respectively. We will need to raise additional
capital to grow our business and anticipate raising such capital through the
issuance of common stock, preferred stock or debt. We have recently been
borrowing required capital to grow our business from our principal shareholders.
We have no commitment from them to provide additional capital or assurance that
they will voluntarily continue to provide capital as needed. We may be unable to
raise additional capital as needed, and we will likely be required to pay a high
price for capital.



The Company generates cash flow daily from sales in its restaurants and manages
its cash balances to meet its current operating obligations. The Company spent
approximately $327,000 on capital expenditures during the 40-weeks ending
November 4, 2019, primarily on existing restaurants.



Cash provided from operations was approximately $444,000 for the 40-weeks ending
November 4, 2019 and $692,000 for the 40-weeks ending November 5, 2018,
respectively. The decrease in cash generated from operating activities for the
40-week period ending November 4, 2019 was primarily due to the increase in the
net loss in the current fiscal year as compared to the prior fiscal year.



Cash used by financing activities was approximately $185,000 for the 40-weeks
ending November 4, 2019 compared to cash used by financing activities of
approximately $349,000 for the 40-weeks ending November 5, 2018. In the first
three quarters of Fiscal 2020, cash used by financing activities was as follows:
The Company made net debt payments of approximately $222,000 and had checks
written in excess of bank balance of $37,000, a change of $37,000 from the
balance of $0 as of January 28, 2019. In the first three quarters of Fiscal
2019, cash provided by financing activities was as follows: The Company made net
debt payments of approximately $275,000 and had checks written in excess of bank
balance of $164,000, a change of $(74,000) from the balance of $238,000 as of
January 29, 2018.



The following table is a summary of the Company's outstanding debt obligations.



                                        November 4,         November 4,        January 28,         January 28,
                                            2019               2019                2019               2019
Type of Debt (1)                         Total Debt       Current Portion       Total Debt       Current Portion

Real Estate Mortgages                   $  2,278,000     $         292,000     $  2,485,000     $         560,000
Other-Miscellaneous                          242,000                16,000          253,000                10,000
Note Payable to Officer                    1,992,000                     -        1,992,000                     -
Total Debt                              $  4,512,000     $         308,000     $  4,730,000     $         570,000



(1) The interest rates range from 6% to 8.5%. The maturity dates of the


     obligations range from November 2019 to October 2035.




During fiscal 2008, the Company borrowed approximately $1,400,000 from Mr.
Wheaton.  In June 2008, the Company borrowed an additional $592,000 from Mr.
Wheaton under the same terms. This resulted in an increase in the note balance
from $1,400,000 to $1,992,000, the balance as of November 4, 2019 and January
28, 2019. The principal balance and any unpaid interest were due and payable in
full on June 5, 2012. The loan was subsequently modified as a result of the
Company's bankruptcy filing and pursuant to the plan of reorganization approved
by the Bankruptcy Court on December 17, 2012 (the "Bankruptcy Plan"), the
principal balance was not eligible to be repaid until all obligations owed to
other creditors have been fully satisfied. Interest accrued on the principal
amount of $1,992,000 and the interest of $197,000 from September 28, 2011 to
December 7, 2016 at the Bankruptcy Plan rate. When the Bankruptcy Court entered
into a Final Decree and Order Closing the Bankruptcy Case of Star Buffet, Inc.
on December 7, 2016 the Company reverted back to the original interest rate of
8.5%. The Company expensed $150,000 to Robert E. Wheaton for interest during the
first three quarters of Fiscal 2020 and Fiscal 2019.



                                       17
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On November 9, 2016, the Company borrowed $450,000 from Mr. Robert E. Wheaton to
remodel the 4B' Restaurant in Missoula, Montana. The three-year secured loan had
monthly payments of $14,839. The Company paid Mr. Wheaton approximately $154,000
and $113,000 in principal during the first three quarters of Fiscal 2020 and
Fiscal 2019, respectively, under this secured loan. In addition, the Company
paid approximately $10,000 and $21,000 in interest during the first three
quarters of Fiscal 2020 and Fiscal 2019, respectively. The loan was paid in full
in October 2019.


Critical Accounting Policies and Judgments





The Company prepares its condensed consolidated financial statements in
conformity with US GAAP. The Company's condensed consolidated financial
statements are based on the application of certain accounting policies, the most
significant of which are described in Note 1-Summary of Significant Accounting
Policies to the audited financial statements for Fiscal 2019 included in the
2019 Form 10-K. Certain of these policies require numerous estimates and
strategic or economic assumptions that may prove inaccurate or be subject to
variations and which may significantly affect the Company's results and
financial position for the reported period or in future periods. Changes in
underlying factors, assumptions or estimates in any of these areas could have a
material impact on the Company's future financial condition and results of
operations.



Earnings or Loss Per Common Share





Net (loss) income per common share - basic is computed based on the
weighted-average number of common shares outstanding during the period. Net
(loss) income per common share - diluted is computed based on the
weighted-average number of common shares outstanding during the period plus the
effect of dilutive common stock equivalents outstanding during the period.
Dilutive stock options are considered to be common stock equivalents and are
included in the diluted calculation using the treasury stock method.



Basic earnings or loss per common share is computed on the basis of the weighted
average number of shares outstanding during the periods. Diluted earnings or
loss per common share is calculated based on the weighted-average number of
common shares outstanding during the period plus the effect of dilutive common
stock equivalents outstanding during the period. Dilutive stock options are
considered to be common stock equivalents and are included in the diluted
calculation using the treasury stock method. The Company did not have any
outstanding stock options for the fiscal quarters ending November 4, 2019 and
November 5, 2018.


Impairment of Long-Lived Assets





The Company evaluates impairment of long-lived assets in accordance with ASC
360, "Property, Plant and Equipment". The Company assesses whether an impairment
write-down is necessary whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future undiscounted net cash flows expected to be generated by the
asset. If such asset is considered to be impaired, the impairment loss to be
recognized is measured by the amount by which the carrying amount of the asset
exceeds the fair value of the asset. Any impairment is recognized as a charge to
earnings, which would adversely affect operating results in the affected period.



Judgments made by the Company related to the expected useful lives of long-lived
assets and the ability of the Company to realize undiscounted net cash flows in
excess of the carrying amounts of such assets are affected by factors such as
the ongoing maintenance and improvements of the assets, changes in economic
conditions, and changes in operating performance. As the Company assesses the
ongoing expected net cash flows and carrying amounts of its long-lived assets,
these factors could cause the Company to realize a material impairment charge
and could adversely affect operating results in any period.



                                       18
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Building and Equipment



Building and equipment are carried at cost less accumulated depreciation and
amortization. Depreciation and amortization are provided using the straight-line
method over the following useful lives:



                                      Years
Building                                 40
Leasehold improvements                15 -  20 (1)

Furniture, fixtures and equipment 5 - 8

(1) Leasehold improvements are amortized over the lesser of the life of the

lease or the estimated economic life of the assets. The life of the lease

includes renewal options determined by management at lease inception as

reasonably likely to be exercised. If a previously scheduled lease option

is not exercised, any remaining unamortized leasehold improvements would be

required to be expensed immediately, which could result in a significant


       charge to operating results in that period.



Equipment in non-operating units or stored in warehouses, which is held for remodeling or repositioning, is depreciated and is recorded on the balance sheet as property, building and equipment held for future use.

Buildings and equipment placed on the market for sale is not depreciated and is recorded on the balance sheet as property held for sale and recorded at the lower of cost or market.

Repairs and maintenance are charged to operations as incurred. Major equipment refurbishments and remodeling costs are generally capitalized.





The Company's accounting policies regarding buildings and equipment include
certain management judgments regarding the estimated useful lives of such
assets, the residual values to which the assets are depreciated and the
determination as to what constitutes the life of existing assets. These
judgments and estimates may produce materially different amounts of depreciation
and amortization expense than would be reported if different assumptions were
used.



Income Taxes



Our current provision for income taxes is based on our estimated taxable income
in each of the jurisdictions in which we operate, after considering the impact
on our taxable income of temporary differences resulting from disparate
treatment of items, such as depreciation, estimated liability for closed
restaurants, estimated liabilities for self-insurance, tax credits and net
operating losses ("NOL") for tax and financial reporting purposes. Deferred
income taxes are provided for the estimated future income tax effect of
temporary differences between the financial and tax bases of assets and
liabilities using the asset and liability method. Deferred tax assets are also
provided for NOL and income tax credit carryforwards. A valuation allowance to
reduce the carrying amount of deferred income tax assets is established when it
is more likely than not that we will not realize some portion or all of the tax
benefit of our deferred income tax assets. We evaluate, on a quarterly basis,
whether it is more likely than not that our deferred income tax assets are
realizable based upon recent past financial performance, tax reporting
positions, and expectations of future taxable income. The determination of
deferred tax assets is subject to estimates and assumptions. We periodically
evaluate our deferred tax assets to determine if our assumptions and estimates
should change. Currently, the Company has a full valuation allowance against its
deferred tax asset, net of expected reversals of existing deferred tax
liabilities.



Significant Accounting Policies Update

Adoption of ASC Topic 842: Leases





The Company adopted ASU 2016-02- Leases (Topic 842) and related amendments, as
of January 29, 2019, using the modified retrospective approach. The modified
retrospective approach provides a method for recording existing leases at
adoption with a cumulative adjustment to retained earnings. The Company elected
the package of practical expedients which permits the Company to not reassess
(1) whether any expired or existing contracts are or contain leases, (2) the
lease classification for any expired or existing leases, and (3) any initial
direct costs for any expired or existing leases as of the effective date. The
Company also elected the practical expedient lease considerations to not
allocate lease considerations between lease and non-lease components for real
estate leases. As such, real estate lease considerations are treated as a single
lease-component and accounted for accordingly.



                                       19
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The Company applied a portfolio approach to effectively account for the
operating lease liabilities and operating lease assets; the Company does not
have financing leases. The Company excludes leases with an initial term of 12
months or less from the application of Topic 842.



Adoption of the new standard resulted in the recording of operating lease assets
and operating lease liabilities of $14.4 million and $15.3 million,
respectively, on the Company's consolidated balance sheet as of January 29,
2019. The difference between the approximate value of the operating lease assets
and liabilities is attributable to deferred rent, deferred rent incentives,
leasehold interests and prepaid rent. The cumulative change in the beginning
accumulated deficit was $(501,000) due to the adoption of Topic 842. There was
no material impact on the Company's consolidated statement of operations or
consolidated statements cash flows. The Company's comparative periods continue
to be presented and disclosed in accordance with legacy guidance in Topic 840.



Operating Leases


The Company determines if an arrangement is a lease at inception. Lease agreements will typically exist with lease and non-lease components, which are generally accounted for separately.





The Company recognizes operating lease liabilities equal to the present value of
the lease payments and operating lease assets representing the right to use the
underlying asset for the lease term. The lease expense for lease payments is
recognized on a straight-line basis over the lease term.



As the Company's leases do not provide an implicit rate, the Company will use a
secured incremental borrowing rate based on the information available at lease
commencement in determining the present value of lease payments. The operating
lease assets include any lease payments made prior to lease commencement and are
reduced by any lease incentives.



Under Topic 842, for any new leases entered into, the Company will assess if it
is reasonably certain to exercise lease options to extend or terminate the lease
for inclusion (or exclusion) in the lease term when the Company measures the
lease liability. The depreciable life of any assets and leasehold improvements
are limited by the expected lease term.



Certain of the Company's operating leases include variable rental payments based
on a percentage of sales over contractual levels. Variable rental payments are
recognized in the consolidated statement of operations in the period in which
the obligation for those payments is incurred. If such variable operating leases
arise that include incentives from landlords in the form of cash, the Company
will record the full amount of the incentive when specific performance criteria
are met as a deferred liability. The deferred liability is amortized into income
as a reduction of rent expense over the term of the applicable lease, including
options to extend if they are reasonably certain to be exercised. The Company
recognized those liabilities to be amortized within a year as a current
liability and those greater than a year as a long-term liability. For purposes
of recognizing these incentives and rental expenses on a straight-line basis,
the Company uses the date it obtains the legal right to use and control the
lease asset to begin amortization, which is generally when the Company takes
possession of the asset. Please refer to Note 5 - Operating Leases in the
Company's Notes to Unaudited Condensed Consolidated Financial Statements for
policies and disclosures related to leases.



Off-Balance Sheet Arrangements

As of November 4, 2019, the Company did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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