內森名言首季收入增15% 確認Smithfield每股102美元合併

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

 
  
 
 ☒

 
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended June 28, 2026.

 
 

OR

 
  
 
 ☐

 
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934

 For the transition period from                     to                    .

 
 

 

Commission File No. 001-35962

 

NATHAN'S FAMOUS, INC.

(Exact name of registrant as specified in its charter)

 

 
 
 Delaware

 
  
 
 11-3166443

 
 

 
 
 (State or other jurisdiction of incorporation or organization)

 
  
 
 (I.R.S. 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
 

 

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

 
 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 
 
 Large accelerated filer

 
 ☐
  
 
 Accelerated filer

 
 
 ☒

 
 

 
 
 Non-accelerated filer

 
 ☐
  
 
 Smaller reporting company

 
 ☐
 

 
  
  
  
 
 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

At August 3, 2026, an aggregate of 4,097,661 shares of the registrant's common stock, par value of $.01, were outstanding.

 

-1-

 

 

 

NATHAN'S FAMOUS, INC. AND SUBSIDIARIES

 

INDEX

 

 
 
  

 
 
  

 
 
 Page

 Number

 
 

 
  
  
  
 

 
 PART I.
 FINANCIAL INFORMATION
  
 

 
  
  
  
 

 
 
 Item 1.

 
 
 Financial Statements.

 
 
 3

 
 

 
  
  
  
 

 
  
 
 Condensed Consolidated Balance Sheets – June 28, 2026 (Unaudited) and March 29, 2026

 
 
 3

 
 

 
  
  
  
 

 
  
 
 Condensed Consolidated Statements of Earnings (Unaudited) – Thirteen Weeks Ended June 28, 2026 and June 29, 2025

 
 
 4

 
 

 
  
  
  
 

 
  
 
 Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) – Thirteen Weeks Ended June 28, 2026 and June 29, 2025

 
 
 5

 
 

 
  
  
  
 

 
  
 
 Condensed Consolidated Statements of Cash Flows (Unaudited) – Thirteen Weeks Ended June 28, 2026 and June 29, 2025

 
 
 6

 
 

 
  
  
  
 

 
  
 
 Notes to Condensed Consolidated Financial Statements

 
 
 7

 
 

 
  
  
  
 

 
 
 Item 2.

 
 
 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 
 
 21

 
 

 
  
  
  
 

 
 
 Item 3.

 
 
 Quantitative and Qualitative Disclosures About Market Risk.

 
 
 30

 
 

 
  
  
  
 

 
 
 Item 4.

 
 
 Controls and Procedures.

 
 
 31

 
 

 
  
  
  
 

 
 
 PART II.

 
 
 OTHER INFORMATION

 
  
 

 
  
  
  
 

 
 
 Item 1.

 
 
 Legal Proceedings.

 
 
 32

 
 

 
  
  
  
 

 
 
 Item 1A.

 
 
 Risk Factors.

 
 
 32

 
 

 
  
  
  
 

 
 
 Item 2.

 
 
 Unregistered Sales of Equity Securities and Use of Proceeds.

 
 
 32

 
 

 
  
  
  
 

 
 
 Item 3.

 
 
 Defaults Upon Senior Securities.

 
 
 32

 
 

 
  
  
  
 

 
 
 Item 4.

 
 
 Mine Safety Disclosures.

 
 
 32

 
 

 
  
  
  
 

 
 
 Item 5.

 
 
 Other Information.

 
 
 32

 
 

 
  
  
  
 

 
 
 Item 6.

 
 
 Exhibits.

 
 
 33

 
 

 
  
  
  
 

 
 
 SIGNATURES

 
 34
 

 

-2-

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

Nathan’s Famous, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

June 28, 2026 and March 29, 2026

(in thousands, except share and per share amounts)

 

 
  
  
 
 June 28, 2026

 
  
  
 
 March 29, 2026

 
  
 

 
  
  
 (Unaudited)
  
  
  
  
  
 

 
 ASSETS
  
  
  
  
  
  
  
  
 

 
 
 CURRENT ASSETS

 
  
  
  
  
  
  
  
  
 

 
 
 Cash and cash equivalents (Note E)

 
  
 $
 24,686
  
  
 $
 24,404
  
 

 
 
 Accounts and other receivables, net (Note G)

 
  
  
 31,277
  
  
  
 19,841
  
 

 
 
 Inventories

 
  
  
 1,399
  
  
  
 891
  
 

 
 
 Prepaid expenses and other current assets (Note H)

 
  
  
 1,443
  
  
  
 1,984
  
 

 
 
 Total current assets

 
  
  
 58,805
  
  
  
 47,120
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Property and equipment, net of accumulated depreciation of $12,420 and $12,225, respectively

 
  
  
 1,605
  
  
  
 1,733
  
 

 
 
 Operating lease right-of-use assets, net (Note Q)

 
  
  
 3,260
  
  
  
 3,672
  
 

 
 
 Goodwill

 
  
  
 95
  
  
  
 95
  
 

 
 
 Intangible asset, net (Note I)

 
  
  
 304
  
  
  
 348
  
 

 
 
 Deferred income taxes

 
  
  
 627
  
  
  
 598
  
 

 
 
 Other assets

 
  
  
 91
  
  
  
 85
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Total assets

 
  
 $
 64,787
  
  
 $
 53,651
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 LIABILITIES AND STOCKHOLDERS’ DEFICIT

 
  
  
  
  
  
  
  
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 CURRENT LIABILITIES

 
  
  
  
  
  
  
  
  
 

 
 
 Current portion of long-term debt (Note P)

 
  
 $
 2,400
  
  
 $
 2,400
  
 

 
 
 Accounts payable

 
  
  
 10,605
  
  
  
 7,904
  
 

 
 
 Accrued expenses and other current liabilities (Note K)

 
  
  
 8,913
  
  
  
 6,466
  
 

 
 
 Current portion of operating lease liabilities (Note Q)

 
  
  
 1,944
  
  
  
 1,940
  
 

 
 
 Deferred franchise fees

 
  
  
 179
  
  
  
 192
  
 

 
 
 Total current liabilities

 
  
  
 24,041
  
  
  
 18,902
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Long-term debt, net of unamortized debt issuance costs of $239 and $257, respectively (Note P)

 
  
  
 45,161
  
  
  
 45,743
  
 

 
 
 Long-term portion of operating lease liabilities (Note Q)

 
  
  
 1,510
  
  
  
 2,003
  
 

 
 
 Other liabilities

 
  
  
 741
  
  
  
 717
  
 

 
 
 Deferred franchise fees

 
  
  
 496
  
  
  
 509
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Total liabilities

 
  
  
 71,949
  
  
  
 67,874
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 COMMITMENTS AND CONTINGENCIES (Note R)

 
  
  
 
 
 
  
  
  
 
 
 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 STOCKHOLDERS’ DEFICIT

 
  
  
  
  
  
  
  
  
 

 
 
 Common stock, $.01 par value; 30,000,000 shares authorized; 9,387,176 and 9,383,920 shares issued; and 4,097,661 and 4,094,405 shares outstanding at June 28, 2026 and March 29, 2026, respectively

 
  
  
 94
  
  
  
 94
  
 

 
 
 Additional paid-in capital

 
  
  
 64,445
  
  
  
 64,165
  
 

 
 
 Retained earnings

 
  
  
 14,961
  
  
  
 8,180
  
 

 
 
 Stockholders’ equity before treasury stock

 
  
  
 79,500
  
  
  
 72,439
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Treasury stock, at cost, 5,289,515 shares at June 28, 2026 and March 29, 2026

 
  
  
 (86,662
 )
  
  
 (86,662
 )
 

 
 
 Total stockholders’ deficit

 
  
  
 (7,162
 )
  
  
 (14,223
 )
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Total liabilities and stockholders’ deficit

 
  
 $
 64,787
  
  
 $
 53,651
  
 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

-3-

 

 

 

Nathan’s Famous, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

Thirteen weeks ended June 28, 2026 and June 29, 2025

(in thousands, except per share amounts)

(Unaudited)

 

 
  
  
 
 June 28, 2026 

 
  
  
 
 June 29, 2025

 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 REVENUES

 
  
  
  
  
  
  
  
  
 

 
 
 Branded Products

 
  
 $
 35,039
  
  
 $
 29,075
  
 

 
 
 Company-owned restaurants

 
  
  
 3,951
  
  
  
 3,986
  
 

 
 
 License royalties

 
  
  
 13,587
  
  
  
 12,381
  
 

 
 
 Franchise fees and royalties

 
  
  
 1,074
  
  
  
 1,129
  
 

 
 
 Advertising fund revenue

 
  
  
 411
  
  
  
 427
  
 

 
 
 Total revenues

 
  
  
 54,062
  
  
  
 46,998
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 COSTS AND EXPENSES

 
  
  
  
  
  
  
  
  
 

 
 
 Cost of sales

 
  
  
 35,205
  
  
  
 28,423
  
 

 
 
 Restaurant operating expenses

 
  
  
 1,216
  
  
  
 1,179
  
 

 
 
 Depreciation and amortization

 
  
  
 239
  
  
  
 228
  
 

 
 
 General and administrative expenses

 
  
  
 4,323
  
  
  
 3,950
  
 

 
 
 Advertising fund expense

 
  
  
 411
  
  
  
 427
  
 

 
 
 Total costs and expenses

 
  
  
 41,394
  
  
  
 34,207
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Income from operations

 
  
  
 12,668
  
  
  
 12,791
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Interest expense

 
  
  
 (638
 )
  
  
 (758
 )
 

 
 
 Interest and dividend income

 
  
  
 133
  
  
  
 203
  
 

 
 
 Other income, net

 
  
  
 -
  
  
  
 21
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Income before provision for income taxes

 
  
  
 12,163
  
  
  
 12,257
  
 

 
 
 Provision for income taxes

 
  
  
 3,334
  
  
  
 3,329
  
 

 
 
 Net income

 
  
 $
 8,829
  
  
 $
 8,928
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 PER SHARE INFORMATION

 
  
  
  
  
  
  
  
  
 

 
 
 Weighted average shares used in computing net income per share:

 
  
  
  
  
  
  
  
  
 

 
 
 Basic

 
  
  
 4,095
  
  
  
 4,089
  
 

 
 
 Diluted

 
  
  
 4,129
  
  
  
 4,124
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Net income per share:

 
  
  
  
  
  
  
  
  
 

 
 
 Basic

 
  
 $
 2.16
  
  
 $
 2.18
  
 

 
 
 Diluted

 
  
 $
 2.14
  
  
 $
 2.16
  
 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

-4-

 

 

 

Nathan’s Famous, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Thirteen weeks ended June 28, 2026 and June 29, 2025

(in thousands, except share and per share amounts)

(Unaudited)

 

 
  
  
  
  
  
  
  
  
  
  
 
 Additional

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
 Total

 
  
 

 
  
  
 
 Common

 
  
  
 
 Common

 
  
  
 
 Paid-in

 
  
  
 
 Retained

 
  
  
 
 Treasury Stock, at Cost

 
  
  
 
 Stockholders’

 
  
 

 
  
  
 
 Shares

 
  
  
 
 Stock

 
  
  
 
 Capital

 
  
  
 
 Earnings

 
  
  
 
 Shares

 
  
  
 
 Amount

 
  
  
 
 Deficit

 
  
 

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 

 
 
 Balance, March 29, 2026

 
  
  
 9,383,920
  
  
 $
 94
  
  
 $
 64,165
  
  
 $
 8,180
  
  
  
 5,289,515
  
  
 $
 (86,662
 )
  
 $
 (14,223
 )
 

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 

 
 
 Shares issued in connection with share-based compensation plans

 
  
  
 3,256
  
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 -
  
 

 
 
 Dividends on common stock ($0.50 per share)

 
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 (2,048
 )
  
  
 -
  
  
  
 -
  
  
  
 (2,048
 )
 

 
 
 Share-based compensation

 
  
  
 -
  
  
  
 -
  
  
  
 280
  
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 280
  
 

 
 
 Net income

 
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 8,829
  
  
  
 -
  
  
  
 -
  
  
  
 8,829
  
 

 
 
 Balance, June 28, 2026

 
  
  
 9,387,176
  
  
 $
 94
  
  
 $
 64,445
  
  
 $
 14,961
  
  
  
 5,289,515
  
  
 $
 (86,662
 )
  
 $
 (7,162
 )
 

 

 
  
  
  
  
  
  
  
  
  
  
 
 Additional

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
 Total

 
  
 

 
  
  
 
 Common

 
  
  
 
 Common

 
  
  
 
 Paid-in

 
  
  
 
 Retained

 
  
  
 
 Treasury Stock, at Cost

 
  
  
 
 Stockholders’

 
  
 

 
  
  
 
 Shares

 
  
  
 
 Stock

 
  
  
 
 Capital

 
  
  
 
 Earnings

 
  
  
 
 Shares

 
  
  
 
 Amount

 
  
  
 
 Deficit

 
  
 

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 

 
 
 Balance, March 30, 2025

 
  
  
 9,379,025
  
  
 $
 94
  
  
 $
 63,492
  
  
 $
 6,563
  
  
  
 5,289,515
  
  
 $
 (86,662
 )
  
 $
 (16,513
 )
 

 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 

 
 
 Dividends on common stock ($0.50 per share)

 
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 (2,045
 )
  
  
 -
  
  
  
 -
  
  
  
 (2,045
 )
 

 
 
 Share-based compensation

 
  
  
 -
  
  
  
 -
  
  
  
 288
  
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 288
  
 

 
 
 Net income

 
  
  
 -
  
  
  
 -
  
  
  
 -
  
  
  
 8,928
  
  
  
 -
  
  
  
 -
  
  
  
 8,928
  
 

 
 
 Balance, June 29, 2025

 
  
  
 9,379,025
  
  
 $
 94
  
  
 $
 63,780
  
  
 $
 13,446
  
  
  
 5,289,515
  
  
 $
 (86,662
 )
  
 $
 (9,342
 )
 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

-5-

 

 

 

Nathan’s Famous, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Thirteen weeks ended June 28, 2026 and June 29, 2025

(in thousands, except per share amounts)

(Unaudited)

 

 
  
  
 
 June 28, 2026

 
  
  
 
 June 29, 2025

 
  
 

 
 
 Cash flows from operating activities:

 
  
  
  
  
  
  
  
  
 

 
 
 Net income

 
  
 $
 8,829
  
  
 $
 8,928
  
 

 
 
 Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 
  
  
  
  
  
  
  
  
 

 
 
 Depreciation and amortization

 
  
  
 239
  
  
  
 228
  
 

 
 
 Amortization of debt issuance costs

 
  
  
 18
  
  
  
 19
  
 

 
 
 Share-based compensation expense

 
  
  
 280
  
  
  
 288
  
 

 
 
 Provision for expected credit losses

 
  
  
 57
  
  
  
 63
  
 

 
 
 Deferred income taxes

 
  
  
 (29
 )
  
  
 (31
 )
 

 
 
 Changes in operating assets and liabilities:

 
  
  
  
  
  
  
  
  
 

 
 
 Accounts and other receivables, net

 
  
  
 (11,493
 )
  
  
 (12,273
 )
 

 
 
 Inventories

 
  
  
 (508
 )
  
  
 321
  
 

 
 
 Prepaid expenses and other current assets

 
  
  
 541
  
  
  
 576
  
 

 
 
 Other assets

 
  
  
 (6
 )
  
  
 7
  
 

 
 
 Operating lease assets and liabilities

 
  
  
 (77
 )
  
  
 (71
 )
 

 
 
 Accounts payable, accrued expenses and other current liabilities

 
  
  
 3,100
  
  
  
 1,747
  
 

 
 
 Deferred franchise fees

 
  
  
 (26
 )
  
  
 (88
 )
 

 
 
 Other liabilities

 
  
  
 24
  
  
  
 66
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Net cash provided by (used in) operating activities

 
  
  
 949
  
  
  
 (220
 )
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Cash flows from investing activities:

 
  
  
  
  
  
  
  
  
 

 
 
 Purchase of property and equipment

 
  
  
 (67
 )
  
  
 (115
 )
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Net cash used in investing activities

 
  
  
 (67
 )
  
  
 (115
 )
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Cash flows from financing activities:

 
  
  
  
  
  
  
  
  
 

 
 
 Repayment of Credit Facility

 
  
  
 (600
 )
  
  
 (600
 )
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Net cash used in financing activities

 
  
  
 (600
 )
  
  
 (600
 )
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Net increase (decrease) in cash and cash equivalents

 
  
  
 282
  
  
  
 (935
 )
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Cash and cash equivalents, beginning of period

 
  
  
 24,404
  
  
  
 27,802
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Cash and cash equivalents, end of period

 
  
 $
 24,686
  
  
 $
 26,867
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Cash paid during the period for:

 
  
  
  
  
  
  
  
  
 

 
 
 Interest

 
  
 $
 649
  
  
 $
 774
  
 

 
 
 Income taxes

 
  
 $
 222
  
  
 $
 103
  
 

 

See Note S for supplemental cash flow information.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

-6-

 

 

NATHAN'S FAMOUS, INC. AND SUBSIDIARIES 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 28, 2026

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

NOTE A - BASIS OF PRESENTATION

 

The accompanying condensed consolidated financial statements of Nathan's Famous, Inc. and subsidiaries (collectively “Nathan’s,” the “Company,” “we,” “us” or “our”) as of and for the thirteen week periods ended June 28, 2026 and June 29, 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of financial condition, results of operations and cash flows for the periods presented. However, our results of operations are seasonal in nature, and the results of any interim period are not necessarily indicative of results for any other interim period or the full fiscal year.

 

The Company uses a 52-53 week fiscal year ending on the Sunday closest to March 31. The 2027 fiscal year will end on March 28, 2027 and will contain 52 weeks.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the requirements of the U.S. Securities and Exchange Commission (“SEC”).

 

Management believes that the disclosures included in the accompanying condensed consolidated interim financial statements and footnotes are adequate to make the information not misleading but should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Nathan’s Annual Report on Form 10-K for the fiscal year ended March 29, 2026 as filed with the SEC on June 9, 2026.

 

Our significant interim accounting policies include the recognition of advertising fund expense in proportion to advertising fund revenue, and the recognition of income taxes using an estimated annual effective tax rate.

 

A summary of the Company’s significant accounting policies is identified in Note B of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2026.

 

Pending Merger with Smithfield Foods, Inc.

 

On January 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Smithfield Foods, Inc., a Virginia corporation (“Buyer”), and Boardwalk Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the satisfaction of the conditions thereof, Merger Sub shall merge with and into the Company (the “Merger” and the effective time of the Merger, the “Effective Time”). As a result of the Merger, at the Effective Time, the separate corporate existence of the Merger Sub shall cease, the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and the Surviving Corporation shall become a wholly owned subsidiary of the Buyer. See NOTE T – MERGER for additional information.

 

 

NOTE B – NEW ACCOUNTING STANDARDS NOT YET ADOPTED

 

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the statements of earnings. Additionally, in January 2025, the FASB issued ASU 2025-01, “Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, which clarified the effective date for non-calendar year-end entities such as us. The guidance is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. For the Company, annual reporting requirements will be effective for our fiscal year 2028 beginning on March 29, 2027 and interim reporting requirements will be effective beginning with our first quarter of fiscal year 2029. The Company is currently evaluating the impact that the new guidance will have on our consolidated financial statements.

 

-7-

 

 

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which clarifies the applicability of the interim reporting guidance and provides a comprehensive list of required interim disclosures. The Update also incorporates a disclosure principle that requires entities to disclose events that occur since the end of the last annual reporting period that have a material impact on the entity. The Update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Update should be applied either (1) prospectively to financial statements for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. For the Company, interim reporting requirements will be effective with our first quarter of fiscal year 2029. The Company is currently evaluating the impact that the new guidance will have on our consolidated financial statements.

 

The Company does not believe that any recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

 

 

NOTE C – REVENUES

 

The Company’s disaggregated revenues for the thirteen weeks ended June 28, 2026 and June 29, 2025 are as follows (in thousands):

 

 
  
  
 
 Thirteen weeks ended

 
  
 

 
  
  
 
 June 28, 2026 

 
  
  
 
 June 29, 2025

 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Branded Products

 
  
 $
 35,039
  
  
 $
 29,075
  
 

 
 
 Company-owned restaurants

 
  
  
 3,951
  
  
  
 3,986
  
 

 
 
 License royalties

 
  
  
 13,587
  
  
  
 12,381
  
 

 
 
 Franchise royalties

 
  
  
 1,020
  
  
  
 1,001
  
 

 
 
 Franchise fees

 
  
  
 54
  
  
  
 128
  
 

 
 
 Advertising fund revenue

 
  
  
 411
  
  
  
 427
  
 

 
 
 Total revenues

 
  
 $
 54,062
  
  
 $
 46,998
  
 

 

The following table disaggregates revenues by primary geographical market (in thousands):

 

 
  
  
 
 Thirteen weeks ended

 
  
 

 
  
  
 
 June 28, 2026

 
  
  
 
 June 29, 2025

 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 United States

 
  
 $
 52,844
  
  
 $
 46,039
  
 

 
 
 International

 
  
  
 1,218
  
  
  
 959
  
 

 
 
 Total revenues

 
  
 $
 54,062
  
  
 $
 46,998
  
 

 

Contract balances

 

The following table provides information about contract liabilities from contracts with customers (in thousands):

 

 
  
  
 
 June 28, 2026

 
  
  
 
 March 29, 2026

 
  
 

 
 
 Deferred franchise fees (a)

 
  
 $
 675
  
  
 $
 701
  
 

 
 
 Deferred revenues, which are included in “Accrued expenses and other current liabilities” (b)

 
  
 $
 608
  
  
 $
 1,315
  
 

 

 
  
 
 (a)

 
 
 Deferred franchise fees of $179 and 496 as of June 28, 2026 and $192 and $509 as of March 29, 2026 are included in Deferred franchise fees – current and long term, respectively.

 
 

 
  
 
 (b)

 
 
 Includes $358 of deferred license royalties and $250 of deferred advertising fund revenue as of June 28, 2026 and $815 of deferred license royalties and $500 of deferred advertising fund revenue as of March 29, 2026.

 
 

 

Significant changes in deferred franchise fees are as follows (in thousands):

 

 
  
  
 
 Thirteen weeks ended

 
  
 

 
  
  
 
 June 28, 2026

 
  
  
 
 June 29, 2025

 
  
 

 
 
 Deferred franchise fees at beginning of period

 
  
 $
 701
  
  
 $
 1,006
  
 

 
 
 New deferrals due to cash received and other

 
  
  
 28
  
  
  
 40
  
 

 
 
 Revenue recognized during the period

 
  
  
 (54
 )
  
  
 (128
 )
 

 
 
 Deferred franchise fees at end of period

 
  
 $
 675
  
  
 $
 918
  
 

 

-8-

 

 

Significant changes in deferred revenues are as follows (in thousands):

 

 
  
  
 
 Thirteen weeks ended

 
  
 

 
  
  
 
 June 28, 2026

 
  
  
 
 June 29, 2025

 
  
 

 
 
 Deferred revenues at beginning of period

 
  
 $
 1,315
  
  
 $
 1,392
  
 

 
 
 New deferrals due to cash received and other

 
  
  
 -
  
  
  
 -
  
 

 
 
 Revenue recognized during the period

 
  
  
 (707
 )
  
  
 (645
 )
 

 
 
 Deferred revenues at end of period

 
  
 $
 608
  
  
 $
 747
  
 

 

Anticipated future recognition of deferred franchise fees

 

The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period (in thousands):

 

 
  
  
 
 Estimate for fiscal year

 
  
 

 
 
 2027(a)

 
  
 $
 151
  
 

 
 
 2028

 
  
  
 107
  
 

 
 
 2029

 
  
  
 80
  
 

 
 
 2030

 
  
  
 61
  
 

 
 
 2031

 
  
  
 44
  
 

 
 
 Thereafter

 
  
  
 232
  
 

 
 
 Total

 
  
 $
 675
  
 

 

 
  
 
 (a)

 
 
 Represents franchise fees expected to be recognized for the remainder of the 2027 fiscal year, which includes international development fees expected to be recognized over the duration of one year or less. Amount does not include $54 of franchise fee revenue recognized for the thirteen weeks ended June 28, 2026.

 
 

 

We have applied the optional exemption, as provided for under Topic 606 “Revenues from Contracts with Customers,” which allows us to not disclose the transaction price allocated to unsatisfied performance obligations when the transaction price is a sales-based royalty.

 

 

NOTE D – INCOME PER SHARE                  

 

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding and excludes any dilutive effect of share-based awards. Diluted net income per common share gives effect to all potentially dilutive common shares that were outstanding during the period. Dilutive common shares used in the computation of diluted net income per common share result from the assumed exercise of stock options as determined using the treasury stock method and restricted stock unit awards.

 

The following chart provides a reconciliation of information used in calculating the per-share amounts for the thirteen week periods ended June 28, 2026 and June 29, 2025, respectively (in thousands, except share and per share amounts):

 

 
  
  
 
 June 28, 2026 

 
  
  
 
 June 29, 2025

 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Net income

 
  
 $
 8,829
  
  
 $
 8,928
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Common Stock:

 
  
  
  
  
  
  
  
  
 

 
 
 Weighted average basic shares outstanding

 
  
  
 4,095,000
  
  
  
 4,089,000
  
 

 
 
 Effect of dilutive share-based awards

 
  
  
 34,000
  
  
  
 35,000
  
 

 
 
 Weighted average diluted shares outstanding

 
  
  
 4,129,000
  
  
  
 4,124,000
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Net income per share:

 
  
  
  
  
  
  
  
  
 

 
 
 Basic

 
  
 $
 2.16
  
  
 $
 2.18
  
 

 
 
 Diluted

 
  
 $
 2.14
  
  
 $
 2.16
  
 

 

There were no anti-dilutive share-based awards for the thirteen week periods ended June 28, 2026 and June 29, 2025.

 

-9-

 

 

 

NOTE E – CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents principally consist of cash in bank accounts, money market accounts and money market funds. The Company considers money market accounts and money market funds to be cash equivalents. Cash equivalents were $17,087 and $17,703 at June 28, 2026 and March 29, 2026, respectively.

 

At June 28, 2026 and March 29, 2026, substantially all of the Company’s cash balances are in excess of insurance limits of the Federal Deposit Insurance Corporation, or the FDIC. The Company has not experienced any losses in such accounts.

 

 

NOTE F – FAIR VALUE MEASUREMENTS

 

Nathan’s follows a three-level fair value hierarchy that prioritizes the inputs to measure fair value. This hierarchy requires entities to maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:

 

 
  
 
 ●

 
 
 Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market

 
 

 

 
  
 
 ●

 
 
 Level 2 - inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability

 
 

 

 
  
 
 ●

 
 
 Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability and reflect the Company’s own assumptions

 
 

 

The carrying amounts reported in the Company’s Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of those items.

 

The carrying amount of our long-term debt (see Note P – LONG-TERM DEBT) also approximates fair value since such borrowings bear interest at variable market rates and is categorized as Level 2.

 

Certain non-financial assets and liabilities are measured at fair value on a non-recurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when evidence of impairment exists. At June 28, 2026, no fair value adjustment or material fair value measurements were required for non-financial assets or liabilities.

 

 

NOTE G – ACCOUNTS AND OTHER RECEIVABLES, NET                  

 

Accounts and other receivables, net, consist of the following (in thousands):

 

 
  
  
 
 June 28,

 
  
  
 
 March 29,

 
  
 

 
  
  
 
 2026

 
  
  
 
 2026

 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Branded product sales

 
  
 $
 20,093
  
  
 $
 16,274
  
 

 
 
 Franchise and license royalties

 
  
  
 11,128
  
  
  
 4,153
  
 

 
 
 Other

 
  
  
 821
  
  
  
 191
  
 

 
  
  
  
 32,042
  
  
  
 20,618
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Less: allowance for credit losses

 
  
  
 (765
 )
  
  
 (777
 )
 

 
 
 Accounts and other receivables, net

 
  
 $
 31,277
  
  
 $
 19,841
  
 

 

Our provision for credit losses is based on the current expected credit losses model. The Company is exposed to credit losses through its trade accounts receivable. Trade accounts receivable are generally due within 30 days and are stated at amounts due from franchisees, including virtual kitchens, retail licensees and Branded Product Program customers, net of an allowance for credit losses. Accounts that are outstanding longer than the contractual payment terms are generally considered past due.

 

An allowance for credit losses is determined by pooling financial assets based on similar risk characteristics and delinquency status under an aging method at the measurement date. The Company considers both qualitative and quantitative information when developing the estimate including assessments of collectability based on historical trends, the financial condition of the Company’s franchisees, licensees and Branded Product Program customers, including any known or anticipated bankruptcies, and an evaluation of current economic conditions as well as the Company’s expectations of conditions in the future.

 

-10-

 

 

The Company provides for expected credit losses through a charge to earnings. After the Company has used reasonable collection efforts, it writes off accounts receivable through a charge to the allowance for credit losses.

 

Changes in the Company’s allowance for credit losses for the thirteen week period ended June 28, 2026 and the fiscal year ended March 29, 2026 are as follows (in thousands):

 

 
  
  
 
 June 28,

 2026

 
  
  
 
 March 29,

 2026

 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Beginning balance

 
  
 $
 777
  
  
 $
 642
  
 

 
 
 Provision for expected credit losses

 
  
  
 57
  
  
  
 129
  
 

 
 
 Write offs and recoveries

 
  
  
 (69
 )
  
  
 6
  
 

 
 
 Ending balance

 
  
 $
 765
  
  
 $
 777
  
 

 

 

NOTE H – PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets consist of the following (in thousands):

 

 
  
  
 
 June 28,

 
  
  
 
 March 29,

 
  
 

 
  
  
 
 2026

 
  
  
 
 2026

 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Income taxes

 
  
 $
 -
  
  
 $
 210
  
 

 
 
 Real estate taxes

 
  
  
 173
  
  
  
 81
  
 

 
 
 Insurance

 
  
  
 354
  
  
  
 376
  
 

 
 
 Marketing

 
  
  
 627
  
  
  
 925
  
 

 
 
 Other

 
  
  
 289
  
  
  
 392
  
 

 
 
 Total prepaid expenses and other current assets

 
  
 $
 1,443
  
  
 $
 1,984
  
 

 

 

NOTE I - INTANGIBLE ASSET

 

The Company’s definite-lived intangible asset consists of trademarks, and the trade name and other intellectual property in connection with its Arthur Treacher’s co-branding agreements. Based upon review of the current Arthur Treacher’s co-branding agreements, the Company determined that the remaining useful lives of these agreements is two years concluding in fiscal year 2028, and the intangible asset is subject to annual amortization. The Company performs an annual impairment test, or more frequently if events or changes in circumstances indicate that the intangible asset may be impaired. The Company tests for recoverability of its definite-lived intangible asset based on the projected undiscounted cash flows to be derived from such co-branding agreements. Cash flow projections require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record an impairment charge in future periods and such impairment could be material.

 

There have been no significant events or changes in circumstances during the thirteen weeks ended June 28, 2026 that would indicate that the carrying amount of the Company’s intangible asset may be impaired as of June 28, 2026.

 

 

NOTE J - LONG LIVED ASSETS

 

Long-lived assets on a restaurant-by-restaurant basis are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

 

Long-lived assets include property, equipment and right-of-use assets for operating leases with finite useful lives. Assets are grouped at the individual restaurant level, which represents the lowest level for which cash flows can be identified largely independent of the cash flows of other assets and liabilities. The Company generally considers a history of restaurant operating losses to be its primary indicator of potential impairment for individual restaurant locations.

 

The Company tests for recoverability based on the projected undiscounted cash flows to be derived from such assets. If the projected undiscounted future cash flows are less than the carrying value of the asset, the Company will record on a restaurant-by-restaurant basis, an impairment loss, if any, based on the difference between the estimated fair value and the carrying value of the asset. The Company generally measures fair value by considering discounted estimated future cash flows from such assets. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairment charges in future periods and such impairments could be material.

 

-11-

 

 

There have been no significant events or changes in circumstances during the thirteen weeks ended June 28, 2026 that would indicate that the carrying amount of the Company’s long-lived assets may be impaired as of June 28, 2026.

 

 

NOTE K – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consist of the following (in thousands):         

 

 
  
  
 
 June 28,

 
  
  
 
 March 29,

 
  
 

 
  
  
 
 2026

 
  
  
 
 2026

 
  
 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Dividend payable

 
  
 $
 2,048
  
  
 $
 -
  
 

 
 
 Payroll and other benefits

 
  
  
 1,437
  
  
  
 3,285
  
 

 
 
 Accrued rebates

 
  
  
 1,307
  
  
  
 1,130
  
 

 
 
 Rent and occupancy costs

 
  
  
 43
  
  
  
 26
  
 

 
 
 Deferred revenue

 
  
  
 608
  
  
  
 1,315
  
 

 
 
 Interest

 
  
  
 21
  
  
  
 49
  
 

 
 
 Professional fees

 
  
  
 56
  
  
  
 183
  
 

 
 
 Merger costs

 
  
  
 123
  
  
  
 163
  
 

 
 
 Sales, use and other taxes

 
  
  
 68
  
  
  
 11
  
 

 
 
 Corporate income taxes

 
  
  
 2,906
  
  
  
 -
  
 

 
 
 Other

 
  
  
 296
  
  
  
 304
  
 

 
 
 Total accrued expenses and other current liabilities

 
  
 $
 8,913
  
  
 $
 6,466
  
 

 

 

NOTE L – INCOME TAXES

 

The effective income tax rates for the thirteen weeks ended June 28, 2026 and June 29, 2025 were 27.4% and 27.2%, respectively. The effective income tax rate for the thirteen weeks ended June 28, 2026 reflected $3,334 of income tax expense recorded on $12,163 of pre-tax income. The effective income tax rate for the thirteen weeks ended June 29, 2025 reflected $3,329 of income tax expense recorded on $12,257 of pre-tax income. The effective tax rates are higher than the United States Federal statutory rates primarily due to state and local taxes, as well as non-deductible compensation under the Internal Revenue Code Section 162(m). The effective income tax rate for the thirteen weeks ended June 28, 2026 included an unfavorable discrete tax adjustment of 0.6% for non-deductible transaction costs offset, in part, by a favorable discrete tax adjustment of 0.4% for stock compensation activity.

 

The amount of unrecognized tax benefits included in Other liabilities at June 28, 2026 and March 29, 2026 was $375 and $362, respectively, all of which would impact the Company’s effective rate, if recognized. As of June 28, 2026 and March 29, 2026, the Company had approximately $372 and $355, respectively, of accrued interest and penalties in connection with unrecognized tax benefits.

 

The American Rescue Plan Act (“ARPA”), among other things, includes provisions to expand the IRC Section 162(m) disallowance for deduction of certain compensation paid by publicly held corporations. Effective tax years starting after December 31, 2026 (March 29, 2027 for the Company), ARPA expands the limitation to cover the next five most highly compensated employees. We continue to evaluate the potential impact ARPA may have on our operations and consolidated financial statements in future periods.

 

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, and the business interest expense limitation. The OBBBA did not have a material impact to our provision for income taxes for the thirteen weeks ended June 28, 2026. The Company is continuing to evaluate the full year impact of the OBBBA and, based on our preliminary analysis, we do not anticipate a material effect on our consolidated financial statements for the fiscal year ending March 28, 2027.

 

 

NOTE M – SEGMENT INFORMATION

 

Nathan’s considers itself to be a brand marketer of the Nathan’s Famous signature products to the foodservice industry pursuant to its various business structures. Nathan’s sells its products directly to consumers through its Restaurant Operations segment consisting of Company-owned and franchised restaurants, including virtual kitchens; to distributors that resell our products to the foodservice industry through the Branded Product Program; and by third party manufacturers pursuant to license agreements that sell our products to supermarkets, club stores and grocery stores nationwide.

 

-12-

 

 

The Company’s Chief Executive Officer has been identified as the Chief Operating Decision Maker (“CODM”) who regularly reviews operating results, evaluates performance and allocates resources for the Branded Product Program, Product Licensing and Restaurant Operations segments based upon a number of factors, the primary profit measure being income from operations as reported on the Condensed Consolidated Statement of Earnings. The CODM regularly reviews revenues, gross profit and income from operations by segment when evaluating the financial performance of each segment. Significant segment expenses are monitored by the CODM and included in the tables below. Segment asset information is not