x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
|
For
the quarterly period ended September
23, 2007.
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT of 1934
|
For
the transition period from ____________ to
____________.
|
Delaware
|
11-3166443
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
Page
|
|||
Number
|
|||
PART
I.
|
FINANCIAL
INFORMATION
|
||
Item
1.
|
Consolidated
Financial Statements (Unaudited)
|
3
|
|
Consolidated
Balance Sheets - September 23, 2007 and
|
|||
March
25, 2007
|
3
|
||
Consolidated
Statements of Earnings - Thirteen Weeks
|
|||
Ended
September 23, 2007 and September 24, 2006
|
4
|
||
Consolidated
Statements of Earnings - Twenty-six Weeks
|
|||
Ended
September 23, 2007 and September 24, 2006
|
5
|
||
Consolidated
Statement of Stockholders' Equity -
|
|||
Twenty-six
Weeks Ended September 23, 2007
|
6
|
||
Consolidated
Statements of Cash Flows -Twenty-six Weeks
|
|||
Ended
September 23, 2007 and September 24, 2006
|
7
|
||
Notes
to Consolidated Financial Statements
|
8
|
||
Item
2.
|
Management's
Discussion and Analysis of Financial Condition
|
||
and
Results of Operations
|
15
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
21
|
|
Item
4T.
|
Controls
and Procedures
|
21
|
|
PART
II.
|
OTHER
INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
23
|
|
Item
1A.
|
Risk
Factors
|
23
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
25
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
25
|
|
Item
5.
|
Other Information | 26 | |
Item
6.
|
Exhibits
|
26
|
|
SIGNATURES
|
27
|
||
Exhibit
Index
|
28
|
September
23, 2007
|
|
March
25, 2007
|
|||||
(Unaudited)
|
(Note
D)
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
8,199
|
$
|
6,278
|
|||
Marketable
securities
|
23,537
|
22,785
|
|||||
Accounts
receivable, net
|
3,747
|
3,261
|
|||||
Note
receivable
|
536
|
-
|
|||||
Inventories
|
1,171
|
790
|
|||||
Prepaid
expenses and other current assets
|
642
|
994
|
|||||
Deferred
income taxes
|
1,240
|
1,174
|
|||||
Current
assets held for sale
|
-
|
1,539
|
|||||
Total
current assets
|
39,072
|
36,821
|
|||||
Note
receivable
|
1,614
|
-
|
|||||
Property
and equipment, net
|
4,439
|
4,222
|
|||||
Goodwill
|
95
|
95
|
|||||
Intangible
assets, net
|
1,764
|
1,781
|
|||||
Deferred
income taxes
|
1,004
|
990
|
|||||
Other
assets, net
|
294
|
178
|
|||||
Non-current
assets held for sale
|
-
|
2,488
|
|||||
$
|
48,282
|
$
|
46,575
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
$
|
2,145
|
$
|
2,298
|
|||
Accrued
expenses and other current liabilities
|
4,107
|
4,767
|
|||||
Deferred
franchise fees
|
348
|
375
|
|||||
Current
liabilities held for sale
|
-
|
2,006
|
|||||
Total
current liabilities
|
6,600
|
9,446
|
|||||
Other
liabilities
|
1,710
|
873
|
|||||
Non-current
liabilities held for sale
|
-
|
377
|
|||||
Total
liabilities
|
8,310
|
10,696
|
|||||
COMMITMENTS
AND CONTINGENCIES (Note I)
|
|||||||
STOCKHOLDERS’
EQUITY
|
|||||||
Common
stock, $.01 par value; 30,000,000 shares authorized;
|
|||||||
8,091,683 and
7,909,183 shares issued; and 6,091,683 and 6,018,083
|
|||||||
shares
outstanding at September 23, 2007 and March 25, 2007,
respectively
|
81
|
79
|
|||||
Additional
paid-in capital
|
46,940
|
45,792
|
|||||
Deferred
compensation
|
(
100
|
)
|
(
136
|
)
|
|||
Retained
earnings / (accumulated deficit)
|
2,117
|
(2,654
|
)
|
||||
Accumulated
other comprehensive income (loss)
|
20
|
(
44
|
)
|
||||
49,058
|
43,037
|
||||||
Treasury
stock, at cost, 2,000,000 shares at September 23, 2007 and 1,891,100
shares at March 25, 2007.
|
(9,086
|
)
|
(7,158
|
)
|
|||
Total
stockholders’ equity
|
39,972
|
35,879
|
|||||
$
|
48,282
|
$
|
46,575
|
||||
September
23, 2007
|
|
September
24, 2006
|
|||||
REVENUES
|
|||||||
Sales
|
$
|
11,257
|
$
|
10,229
|
|||
Franchise
fees and royalties
|
1,421
|
1,219
|
|||||
License
royalties
|
1,033
|
907
|
|||||
Interest
income
|
289
|
147
|
|||||
Other
income
|
62
|
32
|
|||||
Total
revenues
|
14,062
|
12,534
|
|||||
COSTS
AND EXPENSES
|
|||||||
Cost
of sales
|
7,983
|
6,904
|
|||||
Restaurant
operating expenses
|
913
|
859
|
|||||
Depreciation
and amortization
|
192
|
185
|
|||||
Amortization
of intangible assets
|
9
|
9
|
|||||
General
and administrative expenses
|
2,145
|
2,144
|
|||||
Total
costs and expenses
|
11,242
|
10,101
|
|||||
Income
from continuing operations before provision
|
|||||||
for
income taxes
|
2,820
|
2,433
|
|||||
Provision
for income taxes
|
1,046
|
956
|
|||||
Income
from continuing operations
|
1,774
|
1,477
|
|||||
Income
from discontinued operations including gain on disposal of discontinued
operations of $400 in 2006
|
-
|
627
|
|||||
Provision
for income taxes
|
-
|
260
|
|||||
Income
from discontinued operations
|
-
|
367
|
|||||
Net
income
|
$
|
1,774
|
$
|
1,844
|
|||
PER
SHARE INFORMATION
|
|||||||
Basic
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.29
|
$
|
.26
|
|||
Income
from discontinued operations
|
.
-
|
.06
|
|||||
Net
income
|
$
|
.29
|
$
|
.32
|
|||
Diluted
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.27
|
$
|
.24
|
|||
Income
from discontinued operations
|
.
-
|
.06
|
|||||
Net
income
|
$
|
.27
|
$
|
.30
|
|||
Weighted
average shares used in computing income
|
|||||||
per
share
|
|||||||
Basic
|
6,119,000
|
5,773,000
|
|||||
Diluted
|
6,562,000
|
6,227,000
|
September
23, 2007
|
September
24, 2006
|
||||||
REVENUES
|
|||||||
Sales
|
$
|
21,078
|
$
|
19,391
|
|||
Franchise
fees and royalties
|
2,691
|
2,339
|
|||||
License
royalties
|
2,460
|
2,083
|
|||||
Interest
income
|
524
|
277
|
|||||
Other
income
|
88
|
42
|
|||||
Total
revenues
|
26,841
|
24,132
|
|||||
COSTS
AND EXPENSES
|
|||||||
Cost
of sales
|
15,411
|
13,523
|
|||||
Restaurant
operating expenses
|
1,751
|
1,703
|
|||||
Depreciation
and amortization
|
374
|
370
|
|||||
Amortization
of intangible assets
|
17
|
17
|
|||||
General
and administrative expenses
|
4,223
|
4,115
|
|||||
Total
costs and expenses
|
21,776
|
19,728
|
|||||
Income
from continuing operations before provision
|
|||||||
for
income taxes
|
5,065
|
4,404
|
|||||
Provision
for income taxes
|
1,867
|
1,706
|
|||||
Income
from continuing operations
|
3,198
|
2,698
|
|||||
Income
from discontinued operations, including gains on disposal of discontinued
operations of $2,489 in 2007 and $400 in 2006
|
2,711
|
925
|
|||||
Provision
for income taxes
|
983
|
383
|
|||||
Income
from discontinued operations
|
1,728
|
542
|
|||||
Net
income
|
$
|
4,926
|
$
|
3,240
|
|||
PER
SHARE INFORMATION
|
|||||||
Basic
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.53
|
$
|
.47
|
|||
Income
from discontinued operations
|
.28
|
.09
|
|||||
Net
income
|
$
|
.81
|
$
|
.56
|
|||
Diluted
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.49
|
$
|
.43
|
|||
Income
from discontinued operations
|
.26
|
.09
|
|||||
Net
income
|
$
|
.75
|
$
|
.52
|
|||
Weighted
average shares used in computing income
|
|||||||
per
share
|
|||||||
Basic
|
6,069,000
|
5,753,000
|
|||||
Diluted
|
6,530,000
|
6,266,000
|
Common
Shares
|
Common
Stock
|
Additional
Paid-in
Capital
|
Deferred
Compensation
|
Retained
Earnings
/
(Accumulated
Deficit)
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Treasury
Stock,
at Cost |
Total
Stockholders’
Equity
|
|||||||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||||||||||
Balance,
March 25, 2007
|
7,909,183
|
$
|
79
|
$
|
45,792
|
$
|
(136
|
)
|
$
|
(2,654
|
)
|
$
|
(44
|
)
|
1,891,100
|
$
|
(7,158
|
)
|
$
|
35,879
|
||||||||
Shares
issued in connection with the exercise of employee stock options
and
warrant
|
182,500
|
2
|
589
|
-
|
-
|
-
|
-
|
-
|
591
|
|||||||||||||||||||
Income
tax benefit on stock option and warrant exercises
|
-
|
-
|
415
|
-
|
-
|
-
|
-
|
-
|
415
|
|||||||||||||||||||
Share-based
compensation
|
-
|
-
|
144
|
-
|
-
|
-
|
-
|
-
|
144
|
|||||||||||||||||||
Repurchase
of common stock
|
-
|
-
|
-
|
-
|
-
|
-
|
108,900
|
(1,928
|
)
|
(1,928
|
)
|
|||||||||||||||||
Amortization
of deferred compensation relating to restricted stock
|
-
|
-
|
-
|
36
|
-
|
-
|
-
|
-
|
36
|
|||||||||||||||||||
Unrealized
gains on marketable securities, net of deferred income tax of
$44
|
-
|
-
|
-
|
-
|
-
|
64
|
-
|
-
|
64
|
|||||||||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
4,926
|
-
|
-
|
-
|
4,926
|
|||||||||||||||||||
Cumulative
effect of the adoption of FIN No. 48 as of March 26, 2007
(Note
C)
|
-
|
-
|
-
|
-
|
(155
|
)
|
-
|
-
|
-
|
(155
|
)
|
|||||||||||||||||
Balance,
September 23, 2007
|
8,091,683
|
$
|
81
|
$
|
46,940
|
$
|
(100
|
)
|
$
|
2,117
|
$
|
20
|
2,000,000
|
$
|
(9,086
|
)
|
$
|
39,972
|
September
23,
2007 |
September
24,
2006 |
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
4,926
|
$
|
3,240
|
|||
Adjustments
to reconcile net income to net cash
|
|||||||
provided
by operating activities
|
|||||||
Depreciation
and amortization
|
377
|
395
|
|||||
Amortization
of intangible assets
|
61
|
131
|
|||||
Amortization
of bond premium
|
145
|
127
|
|||||
Amortization
of deferred compensation
|
36
|
36
|
|||||
Share-based
compensation expense
|
144
|
122
|
|||||
Provision
for doubtful accounts
|
-
|
5
|
|||||
Gain
on sale of subsidiary and leasehold interest
|
(2,489
|
)
|
(414
|
)
|
|||
Deferred
income taxes
|
(59
|
)
|
105
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable, net
|
(276
|
)
|
(673
|
)
|
|||
Inventories
|
(381
|
)
|
189
|
||||
Prepaid
expenses and other current assets
|
259
|
664
|
|||||
Other
assets
|
(116
|
)
|
9
|
||||
Accounts
payable, accrued expenses and other current liabilities
|
(1,419
|
)
|
48
|
||||
Deferred
franchise fees
|
(27
|
)
|
272
|
||||
Other
liabilities
|
700
|
(53
|
)
|
||||
Net
cash provided by operating activities
|
1,881
|
4,203
|
|||||
Cash
flows from investing activities:
|
|||||||
Proceeds
from sale of subsidiary and leasehold interest, net of cash
sold
|
1,691
|
400
|
|||||
Purchase
of available-for-sale securities
|
(1,089
|
)
|
(4,467
|
)
|
|||
Proceeds
from sale of available-for-sale securities
|
300
|
-
|
|||||
Purchase
of intellectual property
|
-
|
(7
|
)
|
||||
Purchases
of property and equipment
|
(594
|
)
|
(283
|
)
|
|||
Payments
received on notes receivable
|
-
|
18
|
|||||
Net
cash provided by (used in) investing activities
|
308
|
(4,339
|
)
|
||||
Cash
flows from financing activities:
|
|||||||
Repurchase
of common stock
|
(1,928
|
)
|
-
|
||||
Principal
repayments of capitalized lease obligation
|
-
|
(39
|
)
|
||||
Income
tax benefit on stock option exercises
|
415
|
726
|
|||||
Proceeds
from the exercise of stock options and warrant
|
591
|
136
|
|||||
|
|||||||
Net
cash (used in) provided by financing activities
|
(922
|
)
|
823
|
||||
Net
increase in cash and cash equivalents
|
1,267
|
687
|
|||||
Cash
and cash equivalents, beginning of period
|
6,932
|
3,009
|
|||||
Cash
and cash equivalents, end of period
|
$
|
8,199
|
$
|
3,696
|
|||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
-
|
$
|
1
|
|||
Income
taxes
|
$
|
2,506
|
$
|
925
|
|||
Noncash
Financing Activities:
|
|||||||
Loan
made in connection with the sale of subsidiary
|
$
|
2,150
|
$
|
-
|
Cash
|
|
$
|
674,000
|
(A)
|
Accounts
receivable, net
|
|
|
213,000
|
|
Notes
receivable, net
|
|
|
153,000
|
|
Prepaid
expenses and other current assets
|
|
|
119,000
|
|
Deferred
income taxes, net
|
|
|
719,000
|
|
Property
and equipment, net
|
|
|
48,000
|
|
Intangible
assets, net
|
|
|
1,803,000
|
|
Other
assets, net
|
|
|
46,000
|
|
Total
assets sold
|
|
|
3,775,000
|
|
|
|
|
|
|
Accounts
payable
|
|
|
27,000
|
|
Accrued
expenses
|
|
|
1,373,000
|
(A)
|
Other
liabilities
|
|
|
395,000
|
|
Total
liabilities sold
|
|
|
1,795,000
|
|
|
|
|
|
|
Net
assets sold
|
|
$
|
1,980,000
|
|
|
|
Thirteen
weeks
ended September 23, 2007 |
|
Thirteen
weeks
ended September 24, 2006 |
|
Twenty-six
weeks
ended September 23, 2007 |
|
Twenty-six
weeks
ended September 24, 2006 |
|
||||
|
|
(in
thousands)
|
|
(in
thousands)
|
|
(in
thousands)
|
|
(in
thousands)
|
|
||||
Revenues
(excluding gains from dispositions in 2007 and
2006)
|
|
$
|
0
|
|
$
|
629
|
|
$
|
430
|
|
$
|
1,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
from dispositions before income taxes
|
|
$
|
0
|
|
$
|
400
|
|
$
|
2,489
|
|
$
|
400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
$
|
0
|
|
$
|
627
|
|
$
|
2,711
|
|
$
|
925
|
|
Thirteen
weeks
|
|
|
Income
from Continuing Operations
|
|
Number
of Shares
|
|
Income
from Continuing Operations Per Share
|
|
||||||||||||
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
||||||
|
|
(in
thousands)
|
|
(in
thousands)
|
|
|
|
|
|||||||||||
Basic
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
calculation
|
|
$
|
1,774
|
|
$
|
1,477
|
|
|
6,119
|
|
|
5,773
|
|
$
|
0.29
|
|
$
|
0.26
|
|
Effect
of dilutive employee stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
options
and warrants
|
|
|
-
|
|
|
-
|
|
|
443
|
|
|
454
|
|
|
(0.02
|
)
|
|
(0.02
|
)
|
Diluted
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
calculation
|
|
$
|
1,774
|
|
$
|
1,477
|
|
|
6,562
|
|
|
6,227
|
|
$
|
0.27
|
|
$
|
0.24
|
|
Twenty-six
weeks
|
|
|
Income
from Continuing Operations
|
|
Number
of Shares
|
|
Income
from Continuing Operations Per Share
|
|
||||||||||||
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
||||||
|
|
(in
thousands)
|
|
(in
thousands)
|
|
|
|
|
|
||||||||||
Basic
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
calculation
|
|
$
|
3,198
|
|
$
|
2,698
|
|
|
6,069
|
|
|
5,753
|
|
$
|
0.53
|
|
$
|
0.47
|
|
Effect
of dilutive employee stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
options
and warrants
|
|
|
-
|
|
|
-
|
|
|
461
|
|
|
513
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
Diluted
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
calculation
|
|
$
|
3,198
|
|
$
|
2,698
|
|
|
6,530
|
|
|
6,266
|
|
$
|
0.49
|
|
$
|
0.43
|
|
|
|
Twenty
Six Weeks Ended
|
|
||||
|
|
September
23
|
|
September
24
|
|
||
|
|
2007
|
|
2006
|
|
||
|
|
|
|
|
|
||
Weighted-average
option fair values
|
|
$
|
5.8270
|
|
$
|
6.1686
|
|
Expected
life (years)
|
|
|
4.25
|
|
|
7.0
|
|
Interest
rate
|
|
|
4.21
|
%
|
|
5.21
|
%
|
Volatility
|
|
|
32.93
|
%
|
|
34.33
|
%
|
Dividend
yield
|
|
|
0
|
%
|
|
0
|
%
|
|
|
|
|
|
Weighted-
|
|
|
|
|||||
Weighted-
|
Average
|
||||||||||||
|
|
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|
||||
|
|
|
|
Exercise
|
|
Contractual
|
|
Intrinsic
|
|
||||
|
|
Shares
|
|
Price
|
|
Life
|
|
Value
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Options
outstanding at March 25, 2007
|
|
|
1,172,308
|
|
$
|
5.21
|
|
|
4.3
|
|
$
|
10,839,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
110,000
|
|
|
17.43
|
|
|
|
|
|
|
|
Expired
|
|
|
(8,500
|
)
|
|
6.20
|
|
|
|
|
|
|
|
Exercised
|
|
|
(32,500
|
)
|
|
3.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
outstanding at September 23, 2007
|
|
|
1,241,308
|
|
$
|
6.34
|
|
|
4.0
|
|
$
|
13,589,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
exercisable at September 23, 2007
|
|
|
973,308
|
|
$
|
4.00
|
|
|
3.1
|
|
$
|
12,843,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
fair value of options granted
|
|
|
|
|
$
|
5.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant
outstanding at March 25, 2007
|
|
|
150,000
|
|
$
|
3.25
|
|
|
.3
|
|
$
|
1,682,000
|
|
Granted
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
Expired
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
Exercised
|
|
|
(150,000
|
)
|
|
3.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant
outstanding at September 23, 2007
|
|
|
-
|
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant
exercisable at September 23, 2007
|
|
|
-
|
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
|
|
Thirteen
weeks
ended September
23,
2007 |
|
Thirteen
weeks
ended September 24, 2006 |
|
Twenty-six
weeks
ended September 23, 2007 |
|
Twenty-six
weeks
ended September 24, 2006 |
|
||||
|
|
(in
thousands)
|
|
(in
thousands)
|
|
(in
thousands)
|
|
(in
thousands)
|
|
||||
Net
income
|
|
$
|
1,774
|
|
$
|
1,844
|
|
$
|
4,926
|
|
$
|
3,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
gain on available-for-sale securities, net of tax
of $125, $118, $44 and $87, respectively
|
|
|
183
|
|
|
189
|
|
|
64
|
|
|
131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
$
|
1,957
|
|
$
|
2,033
|
|
$
|
4,990
|
|
$
|
3,371
|
|
March
25,
2007
|
|
|
March
26, 2006
|
|
|
March
27, 2005
|
|
|
March
28, 2004
|
|
|
March
30, 2003
|
||||
Franchised
restaurants operating at the beginning of the period
|
290
|
271
|
247
|
237
|
235
|
|||||||||||
New
franchised restaurants opened during the period
|
19
|
30
|
37
|
36
|
22
|
|||||||||||
Franchised
restaurants closed during the period
|
(17
|
)
|
(11
|
)
|
(13
|
)
|
(26
|
)
|
(20
|
)
|
||||||
Franchised
restaurants operating at the end of the period
|
292
|
290
|
271
|
247
|
237
|
Payments
Due by Period
|
||||||||||||||||
Less
than
|
||||||||||||||||
Cash
Contractual Obligations
|
Total
|
1
Year
|
1
-
3 Years
|
4-5
Years
|
After
5 Years
|
|||||||||||
Employment
Agreements
|
$
|
3,787
|
$
|
1,251
|
$
|
1,036
|
$
|
800
|
$
|
700
|
||||||
Operating
Leases
|
2,837
|
1,230
|
1,449
|
158
|
-
|
|||||||||||
Gross
Cash Contractual Obligations
|
6,624
|
2,481
|
2,485
|
958
|
700
|
|||||||||||
Sublease
Income
|
688
|
232
|
399
|
57
|
-
|
|||||||||||
Net
Cash Contractual Obligations
|
$
|
5,936
|
$
|
2,249
|
$
|
2,086
|
$
|
901
|
$
|
700
|
Valuation
of securities
|
Valuation
of securities
|
|||||||||||||||||||||
Given
an interest rate
|
Given
an interest rate
|
|||||||||||||||||||||
Decrease
of X Basis points
|
Fair
|
Increase
of X Basis points
|
||||||||||||||||||||
(150BPS)
|
(100BPS)
|
(50BPS)
|
Value
|
+50BPS
|
+100BPS
|
+150BPS
|
||||||||||||||||
Municipal
notes and bonds
|
$
|
24,794
|
$
|
24,366
|
$
|
23,948
|
$
|
23,537
|
$
|
23,133
|
$
|
22,733
|
$
|
22,340
|
· |
food
spoilage or food
contamination,
|
· |
consumer
product liability claims,
|
· |
product
tampering, and
|
· |
the
potential cost and disruption of a product
recall.
|
(c) |
ISSUER
PURCHASES OF EQUITY
SECURITIES
|
(d)
Maximum
|
|||||||||||||
(c)
Total
|
Number
of
|
||||||||||||
Number
of
|
Shares
|
||||||||||||
Shares
|
that
May
|
||||||||||||
(a)
Total
|
Purchased
as
|
Yet
Be
|
|||||||||||
Number
of
|
(b)
Average
|
Part
of Publicly
|
Purchased
|
||||||||||
|
|
Shares
|
Price
|
Announced
|
Under
the
|
||||||||
Period
|
|
Purchased
|
Paid
per Share
|
Plans
|
Plan
|
||||||||
June
25, 2007
|
|||||||||||||
July
22, 2007
|
13,246
|
$
|
16.5191
|
1,904,346
|
95,654
|
||||||||
July
23, 2007
|
|||||||||||||
Aug.
19, 2007
|
95,654
|
$
|
17.8627
|
2,000,000
|
-0-
|
||||||||
Aug.
20, 2007
|
|||||||||||||
Sept.
23,2007
|
-0-
|
$
|
0.0000
|
2,000,000
|
-0-
|
||||||||
Total
|
108,900
|
$
|
17.6691
|
2,000,000
|
-0-
|
(a) |
The
Company held its Annual Meeting of Stockholders on September 12,
2007.
|
(b) |
Nine
Directors were elected at the Annual Meeting to serve until the Annual
Meeting of Stockholders in 2008. The names of these Directors and
votes
cast in favor of their election and shares withheld are as
follows:
|
|
|
FOR
|
|
WITHHELD
|
|||
HOWARD
M. LORBER
|
4,764,814
|
724,710
|
|||||
WAYNE
NORBITZ
|
4,908,411
|
581,113
|
|||||
ROBERT
J. EIDE
|
4,765,687
|
723,837
|
|||||
ERIC
GATOFF
|
4,908,573
|
580,951
|
|||||
BRIAN
S. GENSON
|
4,912,925
|
576,599
|
|||||
BARRY
LEISTNER
|
4,915,000
|
574,524
|
|||||
DONALD
L. PERLYN
|
4,908,466
|
581,058
|
|||||
A.F.
PETROCELLI
|
4,769,303
|
720,221
|
|||||
CHARLES
RAICH
|
4,765,530
|
723,994
|
(c) |
The
stockholders were asked to vote on the ratification of the appointment
of
Grant Thornton, LLP as the auditors forthe Company for the fiscal
year
ending March 30, 2008.
|
FOR
|
AGAINST
|
ABSTAIN
|
||
5,435,298
|
32,174
|
22,051
|
FOR
|
AGAINST
|
ABSTAIN
|
||
3,511,680
|
501,083
|
14,746
|
(d) |
Not
applicable.
|
(a) |
Information required to be reported
on Form
8-K
|
3.1
|
Certificate
of Incorporation. (Incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 No. 33- 56976.)
|
|
3.2
|
Amendment
to the Certificate of Incorporation, filed December 15, 1992.
(Incorporated by reference to Exhibit 3.2 to Registration Statement
on
Form S-1 No. 33-56976.)
|
|
3.3
|
By-Laws,
as amended. (Incorporated by reference to Exhibit 3 to Form 10-K
for the
fiscal year ended March
25, 2006.)
|
|
4.1
|
Specimen
Stock Certificate. (Incorporated by reference to Exhibit 4.1
to
Registration Statement on Form
S-1 No. 33-56976.)
|
|
4.2
|
Specimen
Rights Certificate (Incorporated by reference to Exhibit 2 to
Form 8-A/A
dated December
10, 1999.)
|
|
4.3
|
Third
Amended and Restated Rights Agreement dated as of December 10,
1999
between Nathan’s
Famous, Inc. and American Stock Transfer and Trust Company (Incorporated
by reference to Exhibit
2 to Registration Statement on Form 8-A/A dated December 10,
1999.)
|
|
4.4
|
Amendment
No. 1 to Third Amended and Restated Rights Agreement dated as
of June 15,
2005 between
Nathan’s Famous, Inc. and American Stock Transfer and Trust Company.
(Incorporated by reference
to Exhibit 4.1 to Current Report filed on Form 8-K dated June
15,
2005.)
|
|
10.1 | Employment Agreement with Donald L. Perlyn dated as of November 6, 2007. | |
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
by Eric Gatoff, CEO, Nathan’s Famous, Inc., pursuant to 18 U.S.C. Section
1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
by Ronald G. DeVos, CFO, Nathan’s Famous, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
NATHAN'S
FAMOUS, INC.
|
||
|
|
|
Date: November 6, 2007 | By: | /s/ Eric Gatoff |
Eric
Gatoff
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
Date:
November 6, 2007
|
By: | /s/ Ronald G. DeVos |
Ronald
G. DeVos
Vice
President - Finance
and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
3.1
|
Certificate
of Incorporation. (Incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 No. 33- 56976.)
|
3.2
|
Amendment
to the Certificate of Incorporation, filed December 15, 1992.
(Incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-1 No.
33-56976.)
|
3.3
|
By-Laws,
as amended. (Incorporated by reference to Exhibit 3 to Form 10-K
for the
fiscal year ended March
25, 2006.)
|
4.1
|
Specimen
Stock Certificate. (Incorporated by reference to Exhibit 4.1 to
Registration Statement on Form
S-1 No. 33-56976.)
|
4.2
|
Specimen
Rights Certificate (Incorporated by reference to Exhibit 2 to Form
8-A/A
dated December
10, 1999.)
|
4.3
|
Third
Amended and Restated Rights Agreement dated as of December 10,
1999
between Nathan’s
Famous, Inc. and American Stock Transfer and Trust Company (Incorporated
by reference to Exhibit
2 to Registration Statement on Form 8-A/A dated December 10,
1999.)
|
4.4
|
Amendment
No. 1 to Third Amended and Restated Rights Agreement dated as of
June 15,
2005 between
Nathan’s Famous, Inc. and American Stock Transfer and Trust Company.
(Incorporated by reference
to Exhibit 4.1 to Current Report filed on Form 8-K dated June 15,
2005.)
|
10.1 | Employment Agreement with Donald L. Perlyn dated as of November 6, 2007. |
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
by Eric Gatoff, CEO, Nathan’s Famous, Inc., pursuant to 18 U.S.C. Section
1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
32.2
|
Certification
by Ronald G. DeVos, CFO, Nathan’s Famous, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
NATHAN’S FAMOUS, INC. | ||
|
|
|
By: | /s/ Eric Gatoff | |
Name: Eric Gatoff |
||
Title: C.E.O. | ||
/s/ Donald L. Perlyn | ||
Donald L. Perlyn |
1.
|
I
have reviewed this quarterly report on Form 10-Q for the quarter
ended
September 23, 2007 of Nathan’s Famous,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
function):
|
Date: November 6, 2007 |
/s/
Eric Gatoff
|
|
Eric
Gatoff
Chief
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the quarter
ended
September 23, 2007 of Nathan’s Famous,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
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4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
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5.
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The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
function):
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Date: November 6, 2007 |
/s/
Ronald G. DeVos
|
|
Ronald
G. DeVos
Chief
Financial Officer
|
/s/
Eric Gatoff
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||
Name:
Eric Gatoff
Date:
November 6, 2007
|
/s/ Ronald G. DeVos | ||
Name:
Ronald G. DeVos
Date:
November 6, 2007
|