8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 8, 2024

NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)
Delaware	1-35962	11-3166443
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Jericho Plaza, Jericho, New York		11753
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 338-8500

N/A

(Former Name or Former Address, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	NATH	The NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 8, 2024, Nathan's Famous, Inc. issued a press release announcing financial results for its first fiscal quarter ended June 30, 2024. The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Nathan's Famous, Inc. Press Release, dated August 8, 2024
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 8, 2024	NATHAN’S FAMOUS, INC.
	By:	/s/ Eric Gatoff
		Name:	Eric Gatoff
		Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR: NATHAN'S FAMOUS, INC.

COMPANY Robert Steinberg, Vice President - Finance and CFO

CONTACT: (516) 338-8500 ext. 229

NATHAN'S FAMOUS, INC.
REPORTS FIRST QUARTER RESULTS

Refinances Senior Secured Notes With A New Unsecured $60 Million Term Loan Facility and $10 Million Revolving Credit Facility and

Declares Quarterly Cash Dividend Of $0.50 Per Share

JERICHO, N.Y., August 8, 2024 -- Nathan's Famous, Inc. (“Nathan’s”, the “Company”, “we”, “us” or “our”) (NASDAQ:NATH) today reported results for its first fiscal quarter ended June 30, 2024.

For the thirteen-week period ended June 30, 2024 (“first quarter fiscal 2025”):

● Revenues were $44,767,000 as compared to $41,985,000 during the thirteen weeks ended June 25, 2023;

● Income from operations was $13,745,000 as compared to $11,463,000 during the thirteen weeks ended June 25, 2023;

● Adjusted EBITDA¹, a non-GAAP financial measure, was $14,281,000 as compared to $12,036,000 during the thirteen weeks ended June 25, 2023;

● Income before provision for income taxes was $12,784,000 as compared to $10,132,000 during the thirteen weeks ended June 25, 2023;

● Net income was $9,277,000 as compared to $7,388,000 during the thirteen weeks ended June 25, 2023; and

● Earnings per diluted share was $2.27 per share as compared to $1.81 per share during the thirteen weeks ended June 25, 2023.

The Company also reported the following:                            

● License royalties increased to $12,921,000 during the first quarter fiscal 2025 as compared to $11,658,000 during the thirteen weeks ended June 25, 2023. During the first quarter fiscal 2025, royalties earned under the retail agreement, including the foodservice program, from Smithfield Foods, Inc., increased 11% to $12,010,000 as compared to $10,796,000 of royalties earned during the thirteen weeks ended June 25, 2023.

● In the Branded Product Program, which features the sale of Nathan’s hot dogs to the foodservice industry, sales increased by $976,000 to $26,146,000 during the first quarter fiscal 2025 as compared to $25,170,000 during the thirteen weeks ended June 25, 2023. Our average selling price, which is partially correlated to the beef markets, increased by approximately 3.5% as compared to the prior year period. Income from operations increased by $539,000 to $2,500,000 during the first quarter fiscal 2025 as compared to $1,961,000 for the thirteen weeks ended June 25, 2023.

● Sales from Company-owned restaurants were $4,199,000 during the first quarter fiscal 2025 as compared to $3,658,000 during the thirteen weeks ended June 25, 2023. Sales were positively impacted by an increase in our average check as well as higher traffic, especially at our two Coney Island locations, due to favorable weather conditions.

¹ EBITDA and Adjusted EBITDA are non-GAAP financial measures.  Please see the definitions of EBITDA and Adjusted EBITDA on page 2 of this release and the reconciliation of EBITDA and Adjusted EBITDA to net income in the table at the end of this release.

NATHAN’S REPORTS/2

● Revenues from franchise operations were $1,073,000 during the first quarter fiscal 2025 as compared to $1,075,000 during the thirteen weeks ended June 25, 2023. Total royalties were $981,000 in the first quarter fiscal 2025 period as compared to $980,000 during the thirteen weeks ended June 25, 2023. Franchise restaurant sales increased by $390,000 to $17,653,000 as compared to $17,263,000 for the thirteen weeks ended June 25, 2023². Total franchise fee income, including cancellation fees, was $92,000 during the first quarter fiscal 2025 as compared to $95,000 during the thirteen weeks ended June 25, 2023. Three franchised locations opened during the first quarter fiscal 2025.

● During the first quarter fiscal 2025, the Company recorded Advertising Fund revenue and expense in the amount of $428,000 as compared to $424,000 during the thirteen weeks ended June 25, 2023.

● On July 2, 2024, the Company paid the $0.50 per share regular cash dividend that was declared by the Board of Directors on June 12, 2024 to shareholders of record at the close of business on June 24, 2024.

● On July 10, 2024, the Company entered into a five-year unsecured Credit Agreement which provides for a term loan facility of $60,000,000 and a revolving credit facility of up to $10,000,000. The Company used the $60,000,000 of term loan borrowings to refinance and redeem its $60,000,000 of outstanding Senior Secured Notes due in 2025. The Credit Agreement matures on July 10, 2029.

● Effective August 8, 2024, the Board of Directors declared its second quarterly cash dividend of $0.50 per share payable on September 6, 2024 to shareholders of record at the close of business on August 26, 2024.

Certain Non-GAAP Financial Information:

In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America ("US GAAP"), the Company is disclosing EBITDA, a non-GAAP financial measure which is defined as net income, excluding (i) interest expense; (ii) provision for income taxes and (iii) depreciation and amortization expense. The Company is also disclosing Adjusted EBITDA, a non-GAAP financial measure which is defined as EBITDA, excluding share-based compensation that the Company believes will impact the comparability of its results of operations.

The Company believes that EBITDA and Adjusted EBITDA are useful to investors to assist in assessing and understanding the Company's operating performance and underlying trends in the Company's business because EBITDA and Adjusted EBITDA are (i) among the measures used by management in evaluating performance and (ii) are frequently used by securities analysts, investors and other interested parties as a common performance measure.

² Franchise restaurant sales are not revenues of the Company and are not included in the Company’s Consolidated Financial Statements.

NATHAN’S REPORTS/3

EBITDA and Adjusted EBITDA are not recognized terms under US GAAP and should not be viewed as alternatives to net income or other measures of financial performance or liquidity in conformity with US GAAP. Additionally, our definitions of EBITDA and Adjusted EBITDA may differ from other companies. Analysis of results and outlook on a non-US GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with US GAAP. Please see the table at the end of this press release for a reconciliation of EBITDA and Adjusted EBITDA to net income.

About Nathan’s Famous         

Nathan’s is a Russell 2000 Company that currently distributes its products in 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, and eighteen foreign countries through its restaurant system, foodservice sales programs and product licensing activities. For additional information about Nathan’s please visit our website at www.nathansfamous.com.

Except for historical information contained in this news release, the matters discussed are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, and similar expressions identify forward-looking statements, which are based on the current belief of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Among the factors that could cause actual results to differ materially include but are not limited to: the impact of disease epidemics such as the COVID-19 pandemic; increases in the cost of food and paper products; the impact of price increases on customer visits; the status of our licensing and supply agreements, including our licensing revenue and overall profitability being substantially dependent on our agreement with Smithfield Foods, Inc.; the impact of our debt service and repayment obligations under our debt instruments, including the effect on our ability to fund working capital, operations and make new investments; economic (including inflationary pressures like those currently being experienced); weather (including the impact on sales at our restaurants particularly during the summer months), and change in the price of beef trimmings; our ability to pass on the cost of any price increases in beef and beef trimmings; legislative and business conditions; the collectability of receivables; changes in consumer tastes; the continued viability of Coney Island as a destination location for visitors; the ability to attract franchisees; the impact of the minimum wage legislation on labor costs in New York State or other changes in labor laws, including regulations which could render a franchisor as a “joint employee” or the impact of our union contracts; our ability to attract competent restaurant and managerial personnel; the enforceability of international franchising agreements; the future effects of any food borne illness, such as bovine spongiform encephalopathy, BSE and e coli; and the risk factors reported from time to time in the Company’s SEC reports. The Company does not undertake any obligation to update such forward-looking statements.

NATHAN’S REPORTS/4

Nathan's Famous, Inc. and Subsidiaries

(unaudited)

	Thirteen weeks ended
	June 30, 2024			June 25, 2023
Financial Highlights
Total revenues	$	44,767,000		$	41,985,000
Income from operations (a)	$	13,745,000		$	11,463,000
Income before provision for income taxes	$	12,784,000		$	10,132,000
Net income	$	9,277,000		$	7,388,000
Net income per share:
Basic	$	2.27		$	1.81
Diluted	$	2.27		$	1.81
Weighted-average shares used in computing net income per share:
Basic		4,085,000			4,080,000
Diluted		4,089,000			4,088,000
Select Segment Information
Revenues
Branded product program	$	26,146,000		$	25,170,000
Product licensing		12,921,000			11,658,000
Restaurant operations		5,272,000			4,733,000
Corporate (b)		428,000			424,000
Revenues	$	44,767,000		$	41,985,000
Income from operations (c)
Branded product program	$	2,500,000		$	1,961,000
Product licensing		12,875,000			11,613,000
Restaurant operations		1,046,000			669,000
Corporate (d)		(2,676,000	)		(2,780,000	)
Income from operations (c)	$	13,745,000		$	11,463,000

(a)	Excludes interest expense, interest and dividend income, and other income, net.
(b)	Represents Advertising Fund revenue.
(c)	Excludes interest expense, interest and dividend income and other income, net which are managed centrally at the corporate level, and, accordingly, such items are not presented by segment since they are excluded from the measure of profitability reviewed by the Chief Operating Decision Maker.
(d)	Consists principally of administrative expenses not allocated to the operating segments such as executive management, finance, information technology, legal, insurance, corporate office costs, incentive compensation, compliance costs and the operating results of the Advertising Fund.

NATHAN’S REPORTS/5

Nathan's Famous, Inc. and Subsidiaries

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

(unaudited)         

	Thirteen weeks ended
	June 30, 2024		June 25, 2023
EBITDA
Net Income	$	9,277,000	$	7,388,000
Interest Expense		1,060,000		1,414,000
Provision for income taxes		3,507,000		2,744,000
Depreciation and amortization		249,000		313,000
EBITDA	$	14,093,000	$	11,859,000
Adjusted EBITDA
EBITDA	$	14,093,000	$	11,859,000
Share-based compensation		188,000		177,000
Adjusted EBITDA	$	14,281,000	$	12,036,000

XML

Document And Entity Information	Aug. 08, 2024
Document Information [Line Items]
Entity, Registrant Name	NATHAN’S FAMOUS, INC.
Document, Type	8-K
Document, Period End Date	Aug. 08, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-35962
Entity, Tax Identification Number	11-3166443
Entity, Address, Address Line One	One Jericho Plaza
Entity, Address, City or Town	Jericho
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	11753
City Area Code	516
Local Phone Number	338-8500
Title of 12(b) Security	Common Stock
Trading Symbol	NATH
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000069733