Note N - Stockholders' Equity

3 Months Ended

Jun. 24, 2018

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE N– STOCKHOLDERS’ EQUITY

1.

Dividends

On

May 31, 2018,

Nathan’s Board of Directors authorized the commencement of a regular dividend of

$1.00

per share per annum, payable at the rate of

$0.25

per quarter. The initial

$0.25

per share dividend was declared on

June 8, 2018

and paid on

June 22, 2018

to shareholders of record at the close of business on

June 18, 2018.

Effective

August 3, 2018,

the Board declared its quarterly cash dividend of

$0.25

per share payable on

September 21, 2018

to shareholders of record as of the close of business on

September 10, 2018.

Our ability to pay future dividends is limited by the terms of the Indenture, dated

November 1, 2017,

between the Company, certain of its wholly-owned subsidiaries, as guarantors and U.S. Bank National Association, as trustee and collateral trustee (the “Indenture”). In addition, the declaration and payment of any cash dividends in the future are subject to final determination of the Board and will be dependent upon our earnings and financial requirements.

On

November 1, 2017,

the Company’s Board of Directors declared a special cash dividend of

$5.00

per share payable to stockholders of record as of

December 22, 2017

of which approximately

$20,923,000

was paid on

January 4, 2018

to the stockholders. The Company also accrued

$25,000

for the expected dividends payable on unvested restricted shares pursuant to the terms of the restricted stock agreement. As unvested restricted stock vests, the declared dividend is paid. The Company paid this

$25,000

during the

thirteen

weeks ended

June 24, 2018.

On

March 10, 2015,

the Company’s Board of Directors declared a special cash dividend of

$25.00

per share payable to stockholders of record as of

March 20, 2015

of which approximately

$115,100,000

was paid on

March 27, 2015

to the stockholders. The Company accrued

$1,000,000

for the expected dividends payable on unvested shares pursuant to the terms of the restricted stock agreements. As unvested restricted stock vests, the declared dividend is paid. As of

March 25, 2018

we had paid

$875,000

of the accrued dividend and the remaining

$125,000

was paid during the

thirteen

weeks ended

June 24, 2018.

2.

Common Stock Purchase Rights

On

June 5, 2013,

Nathan’s adopted a new stockholder rights plan (the

“2013

Rights Plan”) under which all stockholders of record as of

June 17, 2013

received rights to purchase shares of common stock (the

“2013

Rights”) and the previously existing Rights Plan was terminated.

The

2013

Rights were distributed as a dividend. Initially, the

2013

Rights will attach to, and trade with, the Company’s common stock. Subject to the terms, conditions and limitations of the

2013

Rights Plan, the

2013

Rights will become exercisable if (among other things) a person or group acquires

15%

or more of the Company’s common stock. Upon such an event and payment of the purchase price of

$100.00

(the

“2013

Right Purchase Price”), each

2013

Right (except those held by the acquiring person or group) will entitle the holder to acquire

one

share of the Company’s common stock (or the economic equivalent thereof) or, if the then-current market price is less than the then current

2013

Right Purchase Price, a number of shares of the Company’s common stock which at the time of the transaction has a market value equal to the then current

2013

Right Purchase Price at a purchase price per share equal to the then current market price of the Company’s Common Stock.

The Company’s Board of Directors

may

redeem the

2013

Rights prior to the time they are triggered. Upon adoption of the

2013

Rights Plan, the Company initially reserved

10,188,600

shares of common stock for issuance upon exercise of the

2013

Rights. The

2013

Rights were scheduled to expire on

June 17, 2018

unless earlier redeemed or exchanged by the Company.

On

June 14, 2018,

the Company and American Stock Transfer and Trust Company, LLC, the Rights Agent, amended the

2013

Rights Plan. The Amendment postpones the expiration date to

September 30, 2018.

At

June 24, 2018,

the Company has reserved

4,718,630

shares of common stock for issuance upon exercise of the Common Stock Purchase Rights approved by the Board of Directors on

June 5, 2013.

3.

Stock Repurchase Programs

During the period from

October 2001

through

June 24, 2018,

Nathan’s purchased

5,127,373

shares of common stock at a cost of approximately

$77,303,000

pursuant to various stock repurchase plans previously authorized by the Board of Directors. During the

thirteen

-week period ended

June 24, 2018,

we did

not

repurchase any shares of common stock.

In

2016,

the Company’s Board of Directors authorized increases to the

sixth

stock repurchase plan for the purchase of up to

1,200,000

shares of its common stock on behalf of the Company. As of

June 24, 2018,

Nathan’s had repurchased

939,742

shares at a cost of

$29,641,000

under the

sixth

stock repurchase plan. At

June 24, 2018,

there were

260,258

shares remaining to be repurchased pursuant to the

sixth

stock repurchase plan. The plan does

not

have a set expiration date. Purchases under the Company’s stock repurchase program

may

be made from time to time, depending on market conditions, in open market or privately-negotiated transactions, at prices deemed appropriate by management. There is

no

set time limit on the repurchases.