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): February 1, 2011
NATHAN'S FAMOUS,
INC.
(Exact Name
of Registrant as Specified in its Charter)
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Delaware
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1-3189
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11-3166443
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(State
of Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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One Jericho Plaza, Jericho, New
York
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11753
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number including area code
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(516)
388-3500
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N/A
(Former
name or former address, if changed since last report.)
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 (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition.
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On February 1, 2011, the Nathan’s
Famous, Inc. (the “Company”) issued a press release announcing the Company’s
financial results for the fiscal quarter ended December 26, 2010. The
press release also reported that the Company had increased the number of shares
of common stock available for purchase under its stock buyback program. A copy
of the Company’s press release is attached hereto as Exhibit 99.1.
As provided in General Instruction B.2
to Form 8-K, the information contained in Item 2.02 and Exhibit 99.1 of this
Current Report on Form 8-K is being furnished to the Securities and Exchange
Commission and shall not be deemed to be “filed” for purposes of Section 18 of
the Exchange Act or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into a filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed
herewith:
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Exhibit No.
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Description
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99.1
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Press
release dated February 1,
2011
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SIGNATURE
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,
thereunder duly authorized.
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NATHAN'S
FAMOUS, INC.
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By:
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/s/ Ronald DeVos
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Ronald
DeVos
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Vice-President
Finance
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and
Chief Financial Officer
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(Principal
Financial and Accounting Officer)
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Dated: February
1, 2011
Exhibit
99.1
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FOR:
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NATHAN'S
FAMOUS, INC.
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COMPANY
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Ronald
G. DeVos, Vice President - Finance and CFO
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CONTACT:
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(516)
338-8500 ext. 229
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FOR IMMEDIATE
RELEASE
NATHAN'S
FAMOUS, INC.
REPORTS
THIRD QUARTER RESULTS
Authorizes
Increase in Share Buy-Back
Jericho,
N.Y., February 1, 2011 — Nathan's Famous, Inc. (NASDAQ:NATH) today reported
results for the third quarter of its 2011 fiscal year that ended December 26,
2010.
For the
quarter ended December 26, 2010:
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·
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Net
loss was $153,000 or $0.03 per share, as compared to net income $1,052,000
or $0.19 per share for the quarter ended December 27,
2009;
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·
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Non-GAAP
earnings, which exclude the litigation expense items described below, were
$1,090,000 or $0.20 per share; and
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·
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Revenues
increased by 16.5% to $13,079,000, as compared to $11,224,000 during the
quarter ended December 27, 2009.
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For the
thirty-nine weeks ended December 26, 2010:
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·
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Net
income was $1,658,000 or $0.30 per share, as compared to $4,778,000 or
$0.84 per share for the thirty-nine weeks ended December 27,
2009;
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·
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Non-GAAP
earnings, which exclude the litigation expense items described below, were
$4,969,000 or $0.89 per share; and
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·
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Revenues
increased by 11.5% to $44,987,000, as compared to $40,352,000 during the
thirty-nine weeks ended December 27,
2009.
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A trial
on the claims relating to Nathan’s termination of its License Agreement with SMG
took place between October 6 and October 13, 2010. On October 13,
2010, an order was entered with the Court denying Nathan’s cross-motion and
granting SMG’s motion for summary judgment with respect to SMG’s claims relating
to the sale of Nathan’s proprietary seasonings to SMG. As a result of
the Court’s order, Nathan's recorded a litigation accrual of $2,914,000 before
taxes in its second fiscal quarter ended September 26, 2010. On December 17,
2010, the Court ruled that Nathan’s was not entitled to terminate the License
Agreement.
On
January 19, 2011, the parties submitted an agreed-upon order which, among other
things, assessed damages against Nathan’s for the seasonings claims in the
amount of $4,909,701.44, inclusive of pre-judgment interest. Accordingly,
Nathan’s recorded an additional litigation accrual of $1,995,701 before tax, or
$1,194,000 or $0.22 per share net of tax, as part of its results for the third
quarter ended December 26, 2010. In total, Nathan’s recorded
litigation accruals of $4,910,000 before tax, or $2,939,000 or $0.52 per share
net of tax, during the thirty-nine weeks ended December 26, 2010.
Nathan’s
also incurred incremental legal expenses in connection with the SMG litigation
of $82,000 and $364,000 during the thirteen and thirty-nine week-periods ended
December 26, 2010.
NATHAN’S
REPORTS/2
The
agreed-upon order is expected to be entered on February 3,
2011. Nathan’s is considering whether to appeal the court
orders.
Nathan’s
also announced that its Board of Directors has authorized the purchase by
Nathan’s of up to an additional 300,000 shares of its common stock. Purchases
will be made from time to time, depending on market conditions, in open market
or privately negotiated transactions, at prices deemed appropriate by
management. There is no set time limit on the repurchases. After giving effect
to the increase in the number of shares, an aggregate 581,822 shares remain
available for purchase under Nathan’s stock buy-back programs. To date, pursuant
to prior share repurchase programs authorized by the Board of Directors,
Nathan’s has purchased a total of 3,718,178 shares of common stock at a cost of
approximately $33,804,000.
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 ("GAAP"), the
Company has provided its Non- GAAP earnings and earnings per diluted share as
adjusted for the litigation expenses that the Company believes impacts the
comparability of its results of operations.
The
Company believes that such non-GAAP financial information is useful to investors
to assist in assessing and understanding the Company's operating performance and
underlying trends in the Company's business because management considers the
expense referred to above to be outside the Company's normal operating results.
This non-GAAP financial information is among the indicators management uses as a
basis for evaluating the company's financial and operating
performance.
The
presentation of this additional non-GAAP financial information is not meant to
be considered in isolation or as a substitute for, or alternative to, earnings
and earnings per diluted share determined in accordance with GAAP. Analysis of
results and outlook on a non-GAAP basis should be used as a complement to, and
in conjunction with, data presented in accordance with GAAP.
About
Nathan’s Famous
Nathan’s
products are currently distributed in 50 states, the District of Columbia,
Puerto Rico, the U.S. Virgin Islands, Guam, the Cayman Islands and five foreign
countries through its restaurant system, foodservice sales programs and retail
licensing activities. The Nathan’s restaurant system currently consists of 268
units, comprised of 263 franchised or licensed units and five company-owned
units (including one seasonal unit). 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 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 are the following: the outcome of any appeals of the Court’s
decision, the timing of any cash payment due under the judgment, and the tax
impact of the judgment; the effect of business and economic conditions; the
impact of competitive products and pricing; the ability to obtain an adequate
supply of beef and other food products at competitive prices; capacity; the
regulatory and trade environment; 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/3
Nathan's
Famous, Inc.
Financial
Highlights
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Thirteen weeks ended
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Thirty-nine weeks ended
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Dec. 26, 2010
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Dec. 27, 2009
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Dec. 26, 2010
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Dec.27, 2009
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(unaudited)
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(unaudited)
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Total
revenues
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$ | 13,079,000 | $ | 11,224,000 | $ | 44,987,000 | $ | 40,352,000 | ||||||||
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Net
(loss) income
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$ | (153,000 | ) | $ | 1,052,000 | $ | 1,658,000 | $ | 4,778,000 | |||||||
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Basic
(loss) income per share Net income
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$ | (0.03 | ) | $ | 0.19 | $ | 0.30 | $ | 0.86 | |||||||
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Diluted
(loss) income per share Net
(loss) income
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$ | (0.03 | ) | $ | 0.19 | $ | 0.30 | $ | 0.84 | |||||||
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Weighted-average
shares used in computing income per share
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Basic
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5,352,000 | 5,603,000 | 5,506,000 | 5,545,000 | ||||||||||||
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Diluted
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5,352,000 | 5,680,000 | 5,608,000 | 5,718,000 | ||||||||||||
NATHAN’S
REPORTS/4
Nathan's
Famous, Inc.
Reconciliation
of GAAP and Non-GAAP Measures
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Thirteen weeks ended
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Thirty-nine weeks ended
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Dec. 26, 2010
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Dec. 27, 2009
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Dec. 26, 2010
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Dec.27, 2009
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(unaudited)
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(unaudited)
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NET INCOME
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Net
(loss) income
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$ | (153,000 | ) | $ | 1,052,000 | $ | 1,658,000 | $ | 4,778,000 | |||||||
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Litigation
accrual, (net of tax)
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1,194,000 | - | 2,939,000 | - | ||||||||||||
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Legal
expense (a), (net of tax)
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49,000 | (2,000 | ) | 372,000 | 151,000 | |||||||||||
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Non-GAAP
income
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$ | 1,090,000 | $ | 1,050,000 | $ | 4,969,000 | $ | 4,929,000 | ||||||||
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DILUTED INCOME PER SHARE
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Net
(loss) income
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$ | (0.03 | )(b) | $ | 0.19 | $ | 0.30 | $ | 0.84 | |||||||
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Litigation
accrual, (net of tax)
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0.22 | (b) | - | 0.52 | - | |||||||||||
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Legal
expense (a), (net of tax)
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0.01 | (b) | - | 0.07 | 0.02 | |||||||||||
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Non-GAAP
income per share
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$ | 0.20 | (b) | $ | 0.19 | $ | 0.89 | $ | 0.86 | |||||||
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(a)
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Represents
total legal expense incurred in connection with the SFG matter during the
respective periods.
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(b)
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Based
upon 5,454,000 fully diluted
shares.
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