x |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT of
1934
|
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.
|
Financial
Statements
|
3
|
Consolidated
Financial Statements (Unaudited) Consolidated Balance Sheets – June
29, 2008 (Unaudited) and March 30, 2008
|
3
|
|
Consolidated
Statements of Earnings – Thirteen Weeks Ended June 29, 2008 and June 24,
2007 (Unaudited)
|
4
|
|
Consolidated
Statement of Stockholders Equity – Thirteen Weeks Ended June 29, 2008
(Unaudited)
|
5
|
|
Consolidated
Statements of Cash Flows – Thirteen Weeks Ended
June 29, 2008 and June 24, 2007 (Unaudited)
|
6
|
|
Notes
to Consolidated Financial Statements
|
7
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
14
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
20
|
Item
4.
|
Controls
and Procedures
|
21
|
PART
II.
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
22
|
Item
1A.
|
Risk
Factors
|
22
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
24
|
Item
6.
|
Exhibits
|
25
|
SIGNATURES
|
26
|
|
Exhibit
Index
|
27
|
|
June 29, 2008
|
|
March 30, 2008
|
|
|||
|
|
(Unaudited)
|
|
||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
17,369
|
$
|
14,371
|
|||
Marketable
securities
|
20,150
|
20,950
|
|||||
Accounts
receivable, net
|
5,529
|
3,830
|
|||||
Note
receivable
|
619
|
606
|
|||||
Inventories
|
990
|
822
|
|||||
Prepaid
expenses and other current assets
|
931
|
1,493
|
|||||
Deferred
income taxes
|
697
|
697
|
|||||
Current
assets held for sale
|
-
|
13
|
|||||
Total
current assets
|
46,285
|
42,782
|
|||||
Note
receivable
|
1,396
|
1,305
|
|||||
Property
and equipment, net
|
4,399
|
4,428
|
|||||
Goodwill
|
95
|
95
|
|||||
Intangible
assets, net
|
1,353
|
1,353
|
|||||
Deferred
income taxes
|
577
|
436
|
|||||
Other
assets, net
|
150
|
150
|
|||||
Non-current
assets held for sale
|
-
|
653
|
|||||
$
|
54,255
|
$
|
51,202
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
$
|
3,023
|
$
|
2,805
|
|||
Accrued
expenses and other current liabilities
|
4,748
|
4,014
|
|||||
Deferred
franchise fees
|
342
|
284
|
|||||
Current
liabilities held for sale
|
-
|
29
|
|||||
Total
current liabilities
|
8,113
|
7,132
|
|||||
Other
liabilities
|
1,181
|
1,137
|
|||||
Non-current
liabilities held for sale
|
-
|
325
|
|||||
Total
liabilities
|
9,294
|
8,594
|
|||||
COMMITMENTS
AND CONTINGENCIES (Note J)
|
|||||||
STOCKHOLDERS’
EQUITY
|
|||||||
Common
stock, $.01 par value; 30,000,000 shares authorized;
|
|||||||
|
|||||||
8,183,183 and
8,180,683 shares issued; and 6,079,325 and 6,180,683 shares
outstanding at June 29, 2008 and March 30, 2008,
respectively
|
82
|
82
|
|||||
Additional
paid-in capital
|
47,820
|
47,704
|
|||||
Deferred
compensation
|
(
45
|
)
|
(
63
|
)
|
|||
Retained
earnings
|
7,568
|
3,746
|
|||||
Accumulated
other comprehensive income
|
82
|
225
|
|||||
55,507
|
51,694
|
||||||
Treasury
stock, at cost, 2,103,858 and
2,000,000 shares at June 29, 2008 and
March 30, 2008, respectively.
|
(10,546
|
)
|
(9,086
|
)
|
|||
Total
stockholders’ equity
|
44,961
|
42,608
|
|||||
$
|
54,255
|
$
|
51,202
|
June
29, 2008
|
June
24, 2007
|
||||||
REVENUES
|
|||||||
Sales
|
$
|
11,016
|
$
|
9,821
|
|||
Franchise
fees and royalties
|
1,152
|
1,222
|
|||||
License
royalties
|
1,615
|
1,448
|
|||||
Interest
income
|
247
|
235
|
|||||
Other
income
|
12
|
13
|
|||||
Total
revenues
|
14,042
|
12,739
|
|||||
COSTS
AND EXPENSES
|
|||||||
Cost
of sales
|
8,332
|
7,428
|
|||||
Restaurant
operating expenses
|
912
|
838
|
|||||
Depreciation
and amortization
|
198
|
182
|
|||||
General
and administrative expenses
|
2,445
|
2,072
|
|||||
Total
costs and expenses
|
11,887
|
10,520
|
|||||
Income
from continuing operations before provision
|
|||||||
for
income taxes
|
2,155
|
2,219
|
|||||
Provision
for income taxes
|
800
|
811
|
|||||
Income
from continuing operations
|
1,355
|
1,408
|
|||||
Income
from discontinued operations before provision for income
taxes
|
3,914
|
2,737
|
|||||
Provision
for income taxes
|
1,447
|
993
|
|||||
Income
from discontinued operations
|
2,467
|
1,744
|
|||||
Net
income
|
$
|
3,822
|
$
|
3,152
|
|||
|
|||||||
PER
SHARE INFORMATION
|
|||||||
Basic
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.22
|
$
|
.23
|
|||
Income
from discontinued operations
|
.40
|
.29
|
|||||
Net
income
|
$
|
.62
|
$
|
.52
|
|||
Diluted
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.21
|
$
|
.21
|
|||
Income
from discontinued operations
|
.38
|
.27
|
|||||
Net
income
|
$
|
.59
|
$
|
.48
|
|||
|
|||||||
Weighted
average shares used in computing income
|
|||||||
per
share
|
|||||||
Basic
|
6,165,000
|
6,018,000
|
|||||
Diluted
|
6,473,000
|
6,499,000
|
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Other
|
Total
|
||||||||||||||||||||||||||
Common
|
Common
|
Paid-in
|
Deferred
|
Retained
|
Comprehensive
|
Treasury
Stock, at Cost
|
Stockholders’
|
|||||||||||||||||||||
Shares
|
Stock
|
Capital
|
Compensation
|
Earnings
|
Income
(Loss)
|
Shares
|
Amount
|
Equity
|
||||||||||||||||||||
Balance,
March 30, 2008
|
8,180,683
|
$
|
82
|
$
|
47,704
|
$ |
(63
|
)
|
$
|
3,746
|
$
|
225
|
2,000,000
|
$ |
(9,086
|
)
|
$
|
42,608
|
||||||||||
Shares
issued in connection with the exercise of employee stock options
|
2,500
|
-
|
10
|
-
|
-
|
-
|
-
|
-
|
10
|
|||||||||||||||||||
Share-based
compensation
|
-
|
-
|
106
|
-
|
-
|
-
|
-
|
-
|
106
|
|||||||||||||||||||
Repurchase
of common stock
|
-
|
-
|
-
|
-
|
-
|
-
|
103,858
|
(1,460
|
)
|
(1,460
|
)
|
|||||||||||||||||
Amortization
of deferred compensation relating to restricted stock
|
-
|
-
|
-
|
18
|
-
|
-
|
-
|
-
|
18
|
|||||||||||||||||||
Unrealized
losses on marketable securities, net of deferred income tax benefit
of
$99
|
-
|
-
|
-
|
-
|
-
|
(143
|
)
|
-
|
-
|
(143
|
)
|
|||||||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
3,822
|
-
|
-
|
-
|
3,822
|
|||||||||||||||||||
Balance,
June 29, 2008
|
8,183,183
|
$
|
82
|
$
|
47,820
|
$ |
(45
|
)
|
$
|
7,568
|
$
|
82
|
2,103,858
|
$ |
(10,546
|
)
|
$
|
44,961
|
June
29, 2008
|
|
June
24, 2007
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
3,822
|
$
|
3,152
|
|||
Adjustments
to reconcile net income to net cash (used in)
|
|||||||
provided
by operating activities
|
|||||||
Depreciation
and amortization
|
198
|
185
|
|||||
Amortization
of intangible assets
|
3
|
52
|
|||||
Gains
on disposals of subsidiaries and leasehold interest
|
(3,906
|
)
|
(2,489
|
)
|
|||
Amortization
of bond premium
|
58
|
73
|
|||||
Amortization
of deferred compensation
|
18
|
18
|
|||||
Share-based
compensation expense
|
106
|
80
|
|||||
Deferred
income taxes
|
(43
|
)
|
(33
|
)
|
|||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable, net
|
(1,698
|
)
|
(1,105
|
)
|
|||
Inventories
|
(168
|
)
|
(22
|
)
|
|||
Prepaid
expenses and other current assets
|
624
|
7
|
|||||
Other
assets
|
-
|
(116
|
)
|
||||
Accounts
payable, accrued expenses and other current liabilities
|
880
|
72
|
|||||
Deferred
franchise fees
|
58
|
(62
|
)
|
||||
Other
liabilities
|
47
|
781
|
|||||
Net
cash (used in) provided by operating activities
|
(1
|
)
|
593
|
||||
Cash
flows from investing activities:
|
|||||||
Proceeds
from sale of available-for-sale securities
|
500
|
(1,089
|
)
|
||||
Purchase
of property and equipment
|
(169
|
)
|
(341
|
)
|
|||
Payments
received on notes receivable
|
147
|
-
|
|||||
Proceeds
from sales of subsidiary and leasehold interest
|
3,961
|
1,691
|
|||||
Net
cash provided by investing activities
|
4,439
|
261
|
|||||
Cash
flows from financing activities:
|
|||||||
Repurchase
of treasury stock
|
(1,460
|
)
|
-
|
||||
Proceeds
from the exercise of stock options
|
10
|
-
|
|||||
|
|||||||
Net
cash used in financing activities
|
(1,450
|
)
|
-
|
||||
Net
increase in cash and cash equivalents
|
2,988
|
854
|
|||||
Cash
and cash equivalents, beginning of period
|
14,381
|
6,932
|
|||||
Cash
and cash equivalents, end of period
|
$
|
17,369
|
$
|
7,786
|
|||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
-
|
$
|
-
|
|||
Income
taxes
|
$
|
123
|
$
|
989
|
|||
Noncash
Financing Activities:
|
|||||||
Loan
made in connection with the sale of subsidiary
|
$
|
250
|
$
|
2,150
|
|||
Carrying
|
|||||||||||||
Level
1
|
Level
2
|
Level
3
|
Value
|
||||||||||
Marketable
securities
|
$
|
-
|
$
|
20,150
|
$
|
-
|
$
|
20,150
|
|||||
Total
assets at fair value
|
$
|
-
|
$
|
20,150
|
$
|
-
|
$
|
20,150
|
Cash
|
$
|
8,000
|
(A)
|
|
Accounts
receivable, net
|
1,000
|
|||
Deferred
income taxes, net
|
230,000
|
|||
Intangible
assets, net
|
391,000
|
|||
Other
assets, net
|
30,000
|
|||
Total
assets sold
|
660,000
|
|||
Accrued
expenses
|
27,000
|
(B)
|
||
Other
liabilities
|
328,000
|
|||
Total
liabilities sold
|
355,000
|
|||
Net
assets sold
|
$
|
305,000
|
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
June 29, 2008
|
Thirteen
weeks ended
June 24, 2007
|
||||||
(in
thousands)
|
|
(in
thousands)
|
|||||
Revenues
(excluding gains from dispositions in the thirteen weeks ended June
29,
2008 and June 24, 2007)
|
$
|
10
|
$
|
470
|
|||
Gain
from dispositions before income taxes
|
$
|
3,906
|
$
|
2,489
|
|||
Income
before income taxes
|
$
|
3,914
|
$
|
2,737
|
Income
from
|
|||||||||||||||||||
Income
from
|
Continuing
Operations
|
||||||||||||||||||
Continuing
Operations
|
Number
of Shares
|
Per
Share
|
|||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
||||||||||||||
(in
thousands)
|
(in
thousands)
|
||||||||||||||||||
Basic
EPS
|
|||||||||||||||||||
Basic
calculation
|
$
|
1,355
|
$
|
1,408
|
6,165
|
6,018
|
$
|
0.22
|
$
|
0.23
|
|||||||||
Effect
of dilutive employee
|
|||||||||||||||||||
stock
options and warrants
|
-
|
-
|
308
|
481
|
(0.01
|
)
|
(0.02
|
)
|
|||||||||||
Diluted
EPS
|
|||||||||||||||||||
Diluted
calculation
|
$
|
1,355
|
$
|
1,408
|
6,473
|
6,499
|
$
|
0.21
|
$
|
0.21
|
Weighted-
|
Weighted-
|
||||||||||||
Average
|
Average
|
Aggregate
|
|||||||||||
Exercise
|
Remaining
|
Intrinsic
|
|||||||||||
Shares
|
Price
|
Contractual Life
|
Value
|
||||||||||
Options
outstanding at March 30, 2008
|
1,152,308
|
$
|
6.54
|
3.67
|
$
|
8,521,000
|
|||||||
Granted
|
-
|
-
|
-
|
-
|
|||||||||
Expired
|
-
|
-
|
|||||||||||
Exercised
|
(2,500
|
)
|
3.94
|
-
|
-
|
||||||||
|
|||||||||||||
Options
outstanding at June 29, 2008
|
1,149,808
|
$
|
6.55
|
3.43
|
$
|
9,984,000
|
|||||||
Options
exercisable at June 29, 2008
|
921,308
|
$
|
4.41
|
2.75
|
$
|
9,756,000
|
Thirteen
weeks
ended
June
29, 2008
|
Thirteen
weeks
ended
June 24, 2007 |
||||||
(in
thousands)
|
(in
thousands)
|
||||||
Net
income
|
$
|
3,822
|
$
|
3,152
|
|||
Unrealized
loss on available-for-sale securities, net of tax benefit of $99,
and
$81, respectively
|
(143
|
)
|
(119
|
)
|
|||
Comprehensive
income
|
$
|
3,679
|
$
|
3,033
|
March 30,
2008
|
March 25,
2007
|
March 26,
2006
|
March 27,
2005
|
March 28,
2004
|
||||||||||||
Franchised
restaurants operating at the beginning of the period
|
196
|
192
|
174
|
147
|
140
|
|||||||||||
New
franchised restaurants opened during the period
|
46
|
21
|
(A)
|
27
|
36
|
21
|
||||||||||
Franchised
restaurants closed during the period
|
(18
|
)
|
(17
|
)
|
(
9
|
)
|
(
9
|
)
|
(14
|
)
|
||||||
Franchised
restaurants operating at the end of the period
|
224
|
196
|
192
|
174
|
147
|
Payments
Due by Period
|
||||||||||||||||
Less
than
|
More
than
|
|||||||||||||||
Cash
Contractual Obligations
|
Total
|
1
Year
|
1
-
3 Years
|
3-5
Years
|
5
Years
|
|||||||||||
Employment
Agreements (a)
|
$
|
3,602
|
$
|
1,236
|
$
|
1,166
|
$
|
600
|
$
|
600
|
||||||
Operating
Leases
|
12,056
|
1,556
|
1,928
|
1,110
|
7,462
|
|||||||||||
Gross
Cash Contractual Obligations
|
15,658
|
2,792
|
3,094
|
1,710
|
8,062
|
|||||||||||
Sublease
Income
|
1,263
|
304
|
582
|
332
|
45
|
|||||||||||
Net
Cash Contractual Obligations
|
$
|
14,395
|
$
|
2,488
|
$
|
2,512
|
$
|
1,378
|
$
|
8,017
|
Amount
of Commitment Expiration by Period
|
||||||||||||||||
Total
|
||||||||||||||||
Amounts
|
Less
than
|
More
than
|
||||||||||||||
Other
Contractual Commitment
|
Committed
|
1
Year
|
1
-
3 Years
|
3-5
Years
|
5
Years
|
|||||||||||
Commitment
to purchase
|
$
|
591
|
$
|
591
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Total
Other Contractual Commitment
|
$
|
591
|
$
|
591
|
$
|
-
|
$
|
-
|
$
|
-
|
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
|
$
|
21,211
|
$
|
20,850
|
$
|
20,498
|
$
|
20,150
|
$
|
19,805
|
$
|
19,463
|
$
|
19,131
|
Period
|
|
(a) Total Number of
Shares Purchased
|
|
(b) Average Price
Paid per Share
|
|
(c) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
|
|
(d) Maximum
Number of Shares
that May Yet Be
Purchased Under the
Plan
|
|
||||
March
31, 2008
April
27, 2008
|
-0-
|
$
|
0.0000
|
2,000,000
|
500,000
|
||||||||
April
28, 2008
May
25, 2008
|
-0-
|
$
|
0.0000
|
2,000,000
|
500,000
|
||||||||
May
26, 2008
June
29, 2008
|
103,858
|
$
|
14.0293
|
2,103,858
|
396,142
|
||||||||
Total
|
103,858
|
$
|
14.0293
|
2,103,858
|
396,142
|
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 3.3 to Form 10-K
for the
fiscal year ended March 27, 2005.)
|
4.1
|
Specimen
Stock Certificate. (Incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-1 No. 33-56976.)
|
4.2
|
Form
of Rights Certificate. (Incorporated by reference to Exhibit A to
Form 8-K
dated June 6, 2008.)
|
4.3
|
Rights
Agreement dated as of June 4, 2008 between Nathan’s Famous, Inc. and
American Stock Transfer and Trust Company. (Incorporated by reference
to
Exhibit 4.2 to Form 8-K dated June 6, 2008.)
|
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:
August 8, 2008
|
By:
|
/s/Eric
Gatoff
|
Eric
Gatoff
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
Date:
August 8, 2008
|
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 3.3 to Form 10-K
for the
fiscal year ended March 27, 2005.)
|
4.1
|
Specimen
Stock Certificate. (Incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-1 No. 33-56976.)
|
4.2
|
Form
of Rights Certificate. (Incorporated by reference to Exhibit A to
Form 8-K
dated June 6, 2008.)
|
4.3
|
Rights
Agreement dated as of June 4, 2008 between Nathan’s Famous, Inc. and
American Stock Transfer and Trust Company. (Incorporated by reference
to
Exhibit 4.2 to Form 8-K dated June 6, 2008.)
|
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.
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the quarter
ended
June 29, 2008 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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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
functions):
|
Date:
August 8, 2008
|
/s/
Eric Gatoff
|
Eric
Gatoff
|
|
Chief
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the quarter
ended
June 29, 2008 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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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
functions):
|
Date:
August 8, 2008
|
/s/
Ronald G. DeVos
|
Ronald
G. DeVos
|
|
Chief
Financial Officer
|
/s/
Eric Gatoff
|
Name:
Eric Gatoff
|
Date:
August 8, 2008
|
Name:
Ronald G. DeVos
|
Date:
August 8, 2008
|