NATHANS FAMOUS, INC.

Previous wording

At December 29, 2024, our restaurant system, excluding virtual kitchens, consisted of 240 locations, including 128 Branded Menu Program locations, and four Company-owned restaurants (including one seasonal unit), located in 17 states, and 12 foreign countries.

Current wording

At June 29, 2025, our restaurant system, excluding virtual kitchens, consisted of 225 locations, including 115 Branded Menu Program locations, and four Company-owned restaurants (including one seasonal unit), located in 19 states, and 12** **foreign countries.

Previous wording

At December 24, 2023, our restaurant system, excluding virtual kitchens, consisted of 238 locations, including 117 Branded Menu Program locations, and four Company-owned restaurants (including one seasonal unit), located in 17 states, and 13 foreign countries.

Current wording

At June 30, 2024, our restaurant system, excluding virtual kitchens, consisted of 231** locations, including 118 Branded Menu Program locations, and four Company-owned restaurants (including one seasonal unit), located in 17 states, and 13 **foreign countries.

Previous wording

Inflationary pressures negatively impacted our earnings during the thirty-nine week period ended December 29, 2024, most notably within our Branded Product Program segment, due primarily to commodity prices on beef and beef trimmings. This trend may continue throughout the remainder of fiscal year 2025. In general, we have been able to offset cost increases resulting from inflation by increasing prices and entering into sales agreements with our Branded Product Program customers that are correlated to our cost of beef and beef trimmings. We continue to monitor these inflationary pressures and will continue to implement mitigation measures as needed. Inherent volatility in commodity markets, including beef and beef trimmings, could have a significant impact on our results of operations. Delays in implementing price increases, competitive pressures, a decline in consumer spending levels and other factors may limit our ability to implement further price increases in the future.

Current wording

Inflationary pressures impacted our results of operations during the first three months of fiscal 2026, and we anticipate continued inflationary pressures on commodity prices, including beef and beef trimmings, as well as labor inflation during fiscal 2026. In general, we have been able to offset some of these cost increases resulting from inflation through various actions, such as increasing prices at our Company-owned restaurants and entering into sales agreements with our Branded Product Program customers that are correlated to our cost of beef and beef trimmings. We continue to monitor these inflationary pressures and may need to adjust our prices further to mitigate the impact of these inflationary pressures. Inherent volatility in commodity markets, including beef and beef trimmings, could have a significant impact on our results of operations. Delays in implementing price increases, competitive pressures, a decline in consumer spending levels and other factors may limit our ability to implement further price increases in the future.

Previous wording

As discussed in our Form 10-K for the fiscal year ended March 31, 2024, the discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses reported in those condensed consolidated financial statements. These judgments can be subjective and complex, and consequently, actual results could differ from those estimates. Our most critical accounting estimates relate to impairment of intangible assets; impairment of long-lived assets; current expected credit losses and income taxes (including uncertain tax positions). During the thirty-nine week period ended December 29, 2024, there have been no changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

Current wording

As discussed in our Form 10-K for the fiscal year ended March 30, 2025, the discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses reported in those condensed consolidated financial statements. These judgments can be subjective and complex, and consequently, actual results could differ from those estimates. Our most critical accounting estimates relate to impairment of intangible assets; impairment of long-lived assets; current expected credit losses; customer rebates and income taxes (including uncertain tax positions). During the thirteen week period ended June 29, 2025, there have been no changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended March 30, 2025.

Previous wording

Please refer to Note B of the preceding condensed consolidated financial statements for our discussion of New Accounting Standards Not Yet Adopted.

Current wording

Please refer to Note B of the preceding condensed consolidated financial statements for our discussion of the New Accounting Standards Not Yet Adopted.

Previous wording

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

Current wording

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

Previous wording

Our routine business pattern is affected by seasonal fluctuations, including the effects of weather and economic conditions. Historically, sales from our Company-owned restaurants, principally at Coney Island, and franchised restaurants from which franchised royalties are earned and the Company’s earnings have been highest during our first two fiscal quarters, with the fourth quarter representing the slowest period. Additionally, revenues from our Branded Product Program, Branded Menu Program and retail licensing program generally follow similar seasonal fluctuations, although not to the same degree. We expect that this seasonality will continue. Working capital requirements may vary throughout the year to support these seasonal patterns.

Current wording

Our routine business pattern is affected by seasonal fluctuations, including the effects of weather and economic conditions. Historically, sales from our Company-owned restaurants, principally at Coney Island, and franchised restaurants from which franchised royalties are earned and the Company’s earnings have been highest during our first two fiscal quarters, with the fourth quarter representing the slowest period. Additionally, revenues from our Branded Product Program, Branded Menu Program and Product licensing program generally follow similar seasonal fluctuations, although not to the same degree. We expect that this seasonality will continue. Working capital requirements may vary throughout the year to support these seasonal patterns.

Previous wording

Due to the above seasonal factors, as well as inflationary pressures, our results of operations for the thirteen and thirty-nine weeks ended December 29, 2024 are not necessarily indicative of those for a full fiscal year.

Current wording

Due to the above seasonal factors, as well as inflationary pressures, our results of operations for the thirteen weeks ended June 29, 2025 are not necessarily indicative of those for a full fiscal year.

Previous wording

Total revenues increased by approximately 9% to $31,519,000 for the thirteen weeks ended December 29, 2024 (“third quarter fiscal 2025”) as compared to $28,890,000** **for the thirteen weeks ended December 24, 2023 (“third quarter fiscal 2024”).

Current wording

Total revenues increased by approximately 5% to $46,998,000 for the thirteen weeks ended June 29, 2025 (“fiscal 2026 period”) as compared to $44,767,000 for the thirteen weeks ended June 30, 2024 (“fiscal 2025 period”).

Previous wording

Foodservice sales from the Branded Product Program increased by approximately 5% to $71,781,000 for the fiscal 2025 period as compared to $68,210,000 for the fiscal 2024 period. During the fiscal 2025 period, the volume of hot dogs sold in the Branded Product Program increased by approximately 1.5% as compared to the fiscal 2024 period. Our average selling prices increased by approximately 3.5% as compared to the fiscal 2024 period.

Current wording

Foodservice sales from the Branded Product Program increased by approximately 11% to $29,075,000 during the fiscal 2026 period as compared to $26,146,000 for the fiscal 2025 period. During the fiscal 2026 period, the total volume of hot dogs sold in the Branded Product Program was comparable to the fiscal 2025 period. Our average selling price increased by approximately 8% as compared to the fiscal 2025 period.

Previous wording

Total Company-owned restaurant sales increased by approximately 8% to $11,351,000 during the fiscal 2025 period as compared to $10,512,000 during the fiscal 2024 period. Restaurant sales were primarily impacted by higher sales at our Coney Island locations due to an increase in our average check.

Current wording

Total Company-owned restaurant sales decreased by approximately 5% to $3,986,000 during the fiscal 2026 period as compared to $4,199,000 during the fiscal 2025 period. Restaurant sales were primarily impacted by lower sales at our Coney Island locations due to a reduction in customer traffic as a result of unfavorable weather conditions.

Previous wording

License royalties increased by approximately 13% to $29,517,000 in the fiscal 2025 period as compared to $26,075,000 in the fiscal 2024 period. Total royalties earned on sales of hot dogs from our license agreement with Smithfield Foods, Inc. at retail and foodservice, increased 13% to $26,751,000 for the fiscal 2025 period as compared to $23,582,000 in the fiscal 2024 period. The increase is due to a 15%** **increase in retail volume which was offset, in part, by a 2% decrease in net selling price. The foodservice business earned higher royalties of $91,000 as compared to the fiscal 2024 period. Royalties earned from all other licensing agreements for the manufacture and sale of Nathan’s products increased by $273,000 during the fiscal 2025 period as compared to the fiscal 2024 period primarily due to higher royalties earned on sales of French fries, onion rings, proprietary spices, franks-in-a-blanket, mozzarella sticks and bottled mustard.

Current wording

License royalties decreased by approximately 4% to $12,381,000 in the fiscal 2026 period as compared to $12,921,000 in the fiscal 2025 period. Total royalties earned on sales of hot dogs from our license agreement with Smithfield Foods, Inc. at retail and foodservice, decreased by approximately 4% to $11,464,000 in the fiscal 2026 period as compared to $12,010,000 in the fiscal 2025 period. The decrease is due to a 15% decrease in retail volume which was offset, in part, by a 12% increase in net selling price. The price increases year over year led to a reduction in promotional activities contributing to the decline in volume. The foodservice business earned higher royalties of $55,000 as compared to the fiscal 2025 period. Royalties earned from all other licensing agreements for the manufacture and sale of Nathan’s products increased by $6,000 during the fiscal 2026 period as compared to the fiscal 2025 period primarily due to higher royalties earned on sales of French fries, onion rings, franks-in-a-blanket, mozzarella sticks and other hors d’oeuvres offset, in part, by lower royalties earned on sales of pickles and proprietary spices.

Previous wording

Franchise fees and royalties were $3,238,000 in the fiscal 2025 period as compared to $3,321,000 in the fiscal 2024 period. Total royalties were $2,944,000 in the fiscal 2025 period as compared to $2,996,000 in the fiscal 2024 period. Royalties earned under the Branded Menu Program were $604,000 in the fiscal 2025 period as compared to $603,000 in the fiscal 2024 period. Royalties earned under the Branded Menu Program are not based upon a percentage of restaurant sales but are based upon product purchases. Virtual kitchen royalties were $42,000 in the fiscal 2025 period as compared to $64,000 in the fiscal 2024 period. Traditional franchise royalties were $2,298,000 in the fiscal 2025 period as compared to $2,329,000 in the fiscal 2024 period. Franchise restaurant sales increased to $52,400,000 in the fiscal 2025 period as compared to $52,068,000 in the fiscal 2024 period primarily due to higher* traffic at casino locations primarily in Las Vegas, Nevada, which were offset, in part, by lower traffic at international locations and seasonal entertainment venues. * Comparable domestic franchise sales (consisting of 58** **Nathan’s units, excluding sales under the Branded Menu Program) were $42,305,000 in the fiscal 2025 period as compared to $41,666,000 in the fiscal 2024 period.

Current wording

Franchise fees and royalties were $1,129,000 in the fiscal 2026 period as compared to $1,073,000 in the fiscal 2025 period. Total royalties were $1,001,000 in the fiscal 2026 period as compared to $981,000 in the fiscal 2025 period. Royalties earned under the Branded Menu Program were $176,000 in the fiscal 2026 period as compared to $175,000 in the fiscal 2025 period. Royalties earned under the Branded Menu Program are not based upon a percentage of restaurant sales but are based upon product purchases. Virtual kitchen royalties were $15,000 in the fiscal 2026 period as compared to $14,000 in the fiscal 2025 period. Traditional franchise royalties were $810,000 in the fiscal 2026 period as compared to $792,000 in the fiscal 2025 period. Franchise restaurant sales increased* to $18,444,000 in the fiscal 2026 period as compared to $17,653,000 in the fiscal 2025 period principally due to higher sales at travel plazas and international venues offset by lower sales at casino locations, primarily in Las Vegas, Nevada. Comparable domestic franchise sales (consisting of 62* **Nathan’s franchised restaurants, excluding sales under the Branded Menu Program) were $13,877,000 in the fiscal 2026 period as compared to $14,336,000 in the fiscal 2025 period.

Previous wording

At December 29, 2024, 236 franchised locations, including domestic, international and Branded Menu Program units were operating as compared to 238 franchised locations, including domestic, international and Branded Menu Program franchise units at December 24, 2023. Total franchise fee income was $294,000 in the fiscal 2025 period as compared to $325,000 in the fiscal 2024 period. Domestic franchise fee income was $83,000 in the fiscal 2025 period as compared to $81,000 in the fiscal 2024 period. International franchise fee income was $178,000 in the fiscal 2025 period as compared to $181,000 during the fiscal 2024 period.

Current wording

At June 29, 2025, 225 franchised locations, including domestic, international and Branded Menu Program units were operating as compared to 231 franchised locations, including domestic, international and Branded Menu Program units at June 30, 2024. Total franchise fee income was $128,000 in the fiscal 2026 period as compared to $92,000 in the fiscal 2025 period. Domestic franchise fee income was $23,000 in the fiscal 2026 period and the fiscal 2025 period. International franchise fee income was $54,000 in the fiscal 2026 period as compared to $60,000 in the fiscal 2025 period. We recognized $51,000 and $9,000 in forfeited fees in the fiscal 2026 and fiscal 2025 periods, respectively. During the fiscal 2026 period, eight franchise locations opened and thirteen franchise locations closed. During the fiscal 2025 period, three franchise locations opened and two franchise locations closed.

Previous wording

Advertising fund revenue, after eliminating Company contributions, was $1,508,000 in the fiscal 2025 period, as compared to $1,501,000 during the fiscal 2024 period.

Current wording

Advertising fund revenue, after eliminating Company contributions, was $427,000 in the fiscal 2026 period as compared to $428,000 in the fiscal 2025 period.

Previous wording

Overall, our cost of sales increased by approximately 6% to $70,841,000 in the fiscal 2025 period as compared to $66,743,000 in the fiscal 2024 period. Our gross profit (calculated as total Branded Products sales plus total Company-owned restaurant sales less cost of sales) was $12,291,000 or 15% of sales during the fiscal 2025 period as compared to $11,979,000 or 15% of sales during the fiscal 2024 period.

Current wording

Overall, our cost of sales increased by approximately 13% to $28,423,000 in the fiscal 2026 period as compared to $25,241,000 in the fiscal 2025 period. Our gross profit (calculated as total Branded Products sales plus total Company-owned restaurant sales less cost of sales) was $4,638,000 during the fiscal 2026 period as compared to $5,104,000 during the fiscal 2025 period.

Previous wording

Cost of sales in the Branded Product Program increased by 6% to $64,626,000 during the fiscal 2025 period as compared to $60,698,000 during the fiscal 2024 period, primarily due to a 1.5% increase in the volume of hot dogs sold, as well as a 4% increase in the average cost per pound of our hot dogs. A shrinking supply of cattle, combined with industry demand and inflationary pressures have resulted in higher commodity prices, including beef and beef trimmings, contributing to the increase in the average cost per pound of our hot dogs. We did not make any purchase commitments of beef during the fiscal 2025 and 2024 periods. If the cost of beef and beef trimmings increases and we are unable to pass on these higher costs through price increases or otherwise reduce any increase in our costs through the use of purchase commitments, our margins will be adversely impacted. With respect to Company-owned restaurants, our cost of sales during the fiscal 2025 period was $6,215,000 or 55% of restaurant sales as compared to $6,045,000 or 58% of restaurant sales in the fiscal 2024 period.** Food and paper costs as a percentage of Company-owned restaurant sales were 25%, down from 28% in the comparable period of the prior year driven, in part, by price increases across most menu offerings. Labor and related expenses as a percentage of Company-owned restaurant sales were 29% which was comparable to the fiscal 2024 period.

Current wording

Cost of sales in the Branded Product Program increased* by approximately 14% to $26,233,000 in the fiscal 2026 period as compared to $22,972,000 in the fiscal 2025 period, primarily due to a 12% increase in the average cost per pound of our hot dogs. A shrinking supply of cattle due to drought conditions and high input costs, combined with strong industry demand and inflationary pressures have resulted in higher commodity prices, including beef and beef trimmings, contributing to the increase in the average cost per pound of our hot dogs. We did not make any purchase commitments of beef during the fiscal 2026 and 2025 periods. If the cost of beef and beef trimmings increases and we are unable to pass on these higher costs through price increases or otherwise reduce any increase in our costs through the use of purchase commitments, our margins will be adversely impacted. With respect to Company-owned restaurants, our cost of sales during the fiscal 2026 period was $2,190,000 or 55% of restaurant sales, as compared to $2,269,000 or 54% of restaurant sales during the fiscal 2025 period. Food and paper costs as a percentage of Company-owned restaurant sales were 24%, down from 25% in the fiscal 2025 period, driven, in part, by a lower number of transactions and price increases across certain menu offerings. Labor and related expenses as a percentage of Company-owned restaurant sales were 31%, up from 29% primarily as a result of legislative increases in the New York State minimum wage which became effective January 1, 2025. *

Previous wording

Restaurant operating expenses were $991,000 in the third quarter fiscal 2025 as compared to $896,000 in the third quarter fiscal 2024*.*The increase is due primarily to higher occupancy expenses of $50,000, higher repairs and maintenance expenses of $16,000, and higher utilities expenses of $11,000. As a percentage of Company-owned restaurant sales, restaurant operating expenses were 55% in the third quarter fiscal 2025 as compared to 54% in the third quarter fiscal 2024.

Current wording

Restaurant operating expenses were $1,179,000 in the fiscal 2026 period as compared to $1,129,000 in the fiscal 2025 period. The increase is due primarily to higher credit card processing fees of $52,000. As a percentage of Company-owned restaurant sales, restaurant operating expenses were 29.6% in the fiscal 2026 period as compared to 26.9% in the fiscal 2025 period.

Previous wording

Depreciation and amortization, which primarily consists of the depreciation of fixed assets, including leasehold improvements and equipment, and the amortization of a definite-lived intangible asset, was $731,000 in the fiscal 2025 period as compared to $896,000 in the fiscal 2024 period.

Current wording

Depreciation and amortization, which primarily consists of the depreciation of fixed assets, including leasehold improvements and equipment and the amortization of a definite-lived intangible asset, was $228,000 in the fiscal 2026 period as compared to $249,000 in the fiscal 2025 period.

Previous wording

General and administrative expenses decreased by $819,000 or 7% to $10,677,000 in the fiscal 2025 period as compared to $11,496,000 in the fiscal 2024 period. The decrease in general and administrative expenses was primarily attributable to lower professional fees of $291,000, lower consulting fees of $133,000 and a cash bonus payout of $500,000 to the Company’s Executive Chairman of the Board in the fiscal 2024 period which were offset, in part, by higher share-based compensation expense of $158,000.

Current wording

General and administrative expenses decreased by approximately 1% to $3,950,000 in the fiscal 2026 period as compared to $3,975,000 in the fiscal 2025 period. The reduction in general and administrative expenses was primarily attributable to lower salaries expense of $25,000 and lower trade show and travel expenses of $175,000, which were offset, in part, by higher professional fees of $97,000 and higher share-based compensation expense of $101,000.

Previous wording

Advertising fund expense, after eliminating Company contributions, was $1,508,000 in the fiscal 2025 period, as compared to $1,501,000 in the fiscal 2024 period.

Current wording

Advertising fund expense, after eliminating Company contributions, was $427,000 in the fiscal 2026 period as compared to $428,000 in the fiscal 2025 period.

Previous wording

Interest expense of $842,000 in the third quarter fiscal 2025 represented interest expense of $825,000 on the Secured Overnight Financing Rate (“SOFR”) Term Loan borrowings and amortization of debt issuance costs of $17,000.

Current wording

Interest expense of $758,000 in the fiscal 2026 period represented interest expense of $739,000 on the Secured Overnight Financing Rate (“SOFR”) Term Loan borrowings and amortization of debt issuance costs of $19,000.

Previous wording

Refinancing of Senior Secured Notes due 2025

Current wording

Interest expense of $1,060,000 in the fiscal 2025 period represented interest expense of $991,000 on the 6.625% Senior Secured Notes due 2025 which were redeemed in August 2024 and amortization of debt issuance costs of $69,000.

Previous wording

Interest and dividend income of $480,000 in the fiscal 2025 period represented amounts earned by the Company on its interest bearing bank and money market accounts and mutual fund as compared to $350,000 in the fiscal 2024 period. The increase is due to a larger balance of cash and cash equivalents earning interest at higher rates in the fiscal 2025 period as compared to the fiscal 2024 period.

Current wording

Interest and dividend income of $203,000 in the fiscal 2026 period represented amounts earned by the Company on its interest bearing money market accounts and money market funds, as compared to $78,000 in the fiscal 2025 period. The increase is due to higher levels of invested cash earning interest at higher rates in the fiscal 2026 period as compared to the fiscal 2025 period.

Previous wording

Other income, net was $65,000 in the fiscal 2025 period and the fiscal 2024 period which primarily relates to sublease income from a franchised restaurant.

Current wording

Other income, net was $21,000 in the fiscal 2026 period and the fiscal 2025 period, which primarily relates to sublease income from a franchised restaurant.

Previous wording

The effective income tax rate for the fiscal 2025 period was 26.5% compared to 27.7% in the fiscal 2024 period. The effective income tax rate for the fiscal 2025 period reflected income tax expense of $7,151,000 recorded on $26,942,000 of pre-tax income. The effective income tax rate for the fiscal 2024 period reflected income tax expense of $6,025,000 recorded on $21,731,000 of pre-tax income. The effective tax rates are higher than the statutory rates primarily due to state and local taxes, as well as non-deductible executive compensation under the Internal Revenue Code Section 162(m).

Current wording

The effective income tax rate for the fiscal 2026 period was 27.2% as compared to 27.4% in the fiscal 2025 period. The effective income tax rate for the fiscal 2026 period reflected income tax expense of $3,329,000 recorded on $12,257,000 of pre-tax income. The effective income tax rate for the fiscal 2025 period reflected income tax expense of $3,507,000 recorded on $12,784,000 of pre-tax income. The effective tax rates are higher than the U.S. Federal statutory rates primarily due to state and local taxes, as well as non-deductible compensation under the Internal Revenue Code Section 162(m).

Previous wording

The amount of unrecognized tax benefits at December 29, 2024 was $506,000 all of which would impact the Company’s effective tax rate, if recognized. As of December 29, 2024, the Company had approximately $392,000 accrued for the payment of interest and penalties in connection with unrecognized tax benefits.

Current wording

The amount of unrecognized tax benefits at June 29, 2025 was $579,000 all of which would impact the Company’s effective tax rate, if recognized. As of June 29, 2025, the Company had approximately $428,000 accrued for the payment of interest and penalties in conjunction with unrecognized tax benefits.

Previous wording

Nathan’s estimates that its unrecognized tax benefit excluding accrued interest and penalties could be further reduced by up to $46,000 during the fiscal year ending March 30, 2025 due primarily to the lapse of statutes of limitations which would favorably impact the Company’s effective tax rate, although no assurances can be given in this regard.

Current wording

Nathan’s estimates that its unrecognized tax benefit excluding accrued interest and penalties could be further reduced by up to $55,000 during the fiscal year ending March 29, 2026 due primarily to the lapse of statutes of limitations which would favorably impact the Company’s effective tax rate, although no assurances can be given in this regard.

Previous wording

Cash and cash equivalents at December 29, 2024 aggregated $23,711,000, a $2,684,000** **increase during the fiscal 2025 period as compared to cash of $21,027,000 at March 31, 2024. Net working capital increased to $26,504,000 at December 29, 2024 as compared to $23,203,000 at March 31, 2024.

Current wording

Cash and cash equivalents at June 29, 2025 aggregated $26,867,000, a $935,000 decrease during the fiscal 2026 period as compared to cash of $27,802,000 at March 30, 2025. Net working capital increased to $34,939,000 at June 29, 2025 as compared to $28,371,000 at March 30, 2025.* *

Previous wording

Our primary sources of liquidity are cash flows from operations. Our primary cash requirements are to fund our quarterly dividends, to satisfy the debt service under our credit facility, capital expenditures, working capital and general corporate needs.

Current wording

Our primary sources of liquidity and capital resources are cash flows from operations and our cash and cash equivalents. Our primary cash requirements are to fund our quarterly dividends, to satisfy the debt service under our credit facility, capital expenditures, lease obligations, working capital and general corporate needs.

Previous wording

Cash flow for the fiscal year 2025 will be impacted by various factors, including, as discussed further below in this “Liquidity and Capital Resources” section, (i) debt issuance costs incurred in connection with our Credit Agreement, (ii) mandatory debt repayments on our Term Loan borrowings under our Credit Agreement, (iii) interest payments on our 2025 Notes and our Term Loan borrowings under our Credit Agreement, (iv) voluntary debt repayments on our Term Loan borrowings and (v) expected dividend payments.

Current wording

Cash flows for the fiscal year 2026 will be impacted by various factors, including, (i) mandatory debt repayments on our Term Loan borrowings under our Credit Agreement, (ii) interest payments on our Term Loan borrowings under our Credit Agreement and (iii) expected dividend payments.

Previous wording

Cash provided by operations of $18,450,000 in the fiscal 2025 period is primarily attributable to net income of $19,791,000 in addition to other non-cash operating items of $1,967,000, offset by changes in other operating assets and liabilities of $3,308,000. Non-cash operating expenses consist principally of depreciation and amortization of $731,000, amortization of debt issuance costs of $139,000, share-based compensation expense of $705,000, a loss on debt extinguishment of $389,000 and a provision for credit losses of $53,000. In the fiscal 2025 period, accounts and other receivables increased by $66,000 due primarily to higher receivables due to the Advertising Fund of $378,000 which were offset, in part, by lower franchise and license royalties receivable of $334,000. Prepaid expenses and other current assets decreased by $1,064,000 due principally to a decrease in prepaid income taxes of $858,000 and a decrease in prepaid marketing and other expenses of $298,000. Accounts payable, accrued expenses and other current liabilities decreased by $4,335,000 due to a decline in accrued payroll and other benefits of $1,091,000 resulting primarily from the payment of year-end fiscal 2024 incentive compensation; earned deferred revenue of $1,125,000; a decline in accrued interest expenses of $1,523,000 resulting primarily from the timing of our debt service payments under our Credit Agreement and a decrease in accounts payable due to the timing of seasonal product purchases for our Branded Product Program and Company-owned restaurants.

Current wording

Cash used in operations of $220,000 in the fiscal 2026 period is primarily attributable to net income of $8,928,000 in addition to other non-cash operating items of $567,000, offset by changes in other operating assets and liabilities of $9,715,000. Non-cash operating expenses consist principally of depreciation and amortization of $228,000, amortization of debt issuance costs of $19,000, share-based compensation expense of $288,000, and a provision for credit losses of $63,000. In the fiscal 2026 period, accounts and other receivables increased by $12,273,000 due primarily to higher Branded Product Program receivables of $4,624,000, higher franchise and license royalties receivable of $6,920,000 and higher receivables due to the Advertising Fund of $857,000. Prepaid expenses and other current assets decreased by $576,000 due principally to a decrease in prepaid income taxes of $493,000 and a decrease in prepaid marketing and other expenses of $125,000 which was offset by an increase in prepaid real estate taxes of $75,000. Accounts payable, accrued expenses and other current liabilities increased by $1,747,000 due principally to an increase in accounts payable of $1,272,000 due to the timing of seasonal product purchases for our Branded Product Program and Company-owned restaurants. Additionally, there was an increase in accrued corporate taxes of $2,697,000 due to the timing of estimated tax payments. Offsetting these increases was a reduction in accrued payroll and other benefits of $1,852,000 resulting from the payment of year-end compensation as well as the recognition of $645,000 of deferred revenue.

Previous wording

Cash used in investing activities was $171,000 in the fiscal 2025 period primarily in connection with capital expenditures incurred for our Branded Product Program and our Coney Island restaurants.

Current wording

Cash used in investing activities of $115,000** **is primarily attributable to capital expenditures incurred for our Branded Product Program and our Coney Island restaurants.

Previous wording

The Company borrowed $60,000,000 in Term Loan borrowings under the Credit Agreement on the Effective Date to refinance and redeem its 2025 Notes. The Company will use any Revolving Loan borrowings under the Credit Agreement for working capital and general corporate purposes. As of December 29, 2024, there were no outstanding borrowings under the Revolving Loan. See NOTE P – LONG TERM DEBT in the accompanying condensed consolidated financial statements for additional information on the Credit Agreement.

Current wording

The Company borrowed $60,000,000 in Term Loan borrowings on the Effective Date to refinance and redeem its 2025 Notes. The Company will use any Revolving Loan borrowings under the Credit Agreement for working capital and general corporate purposes. As of June 29, 2025, there were no outstanding borrowings under the Revolving Loan. See Note P – LONG TERM DEBT in the accompanying condensed consolidated financial statements for additional information on the Credit Agreement.

Previous wording

In 2016, the Board authorized increases to the sixth stock repurchase plan for the purchase of up to 1,200,000 shares of its common stock on behalf of the Company. As of December 29, 2024, Nathan’s has repurchased 1,101,884 shares at a cost of $39,000,000** **under the sixth stock repurchase plan. At December 29, 2024, there were 98,116 shares remaining to be repurchased pursuant to the sixth stock repurchase plan. The plan does not have a set expiration date. Purchases under the Company’s stock repurchase program may 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. There were no stock repurchases during the fiscal 2025 period. We may return capital to our stockholders through stock repurchases, subject to any restrictions in our new Credit Agreement, although there is no assurance that the Company will make any repurchases under its existing stock repurchase plan.

Current wording

In 2016, the Board authorized increases to the sixth stock repurchase plan for the purchase of up to 1,200,000 shares of its common stock on behalf of the Company. As of June 29, 2025, Nathan’s has repurchased 1,101,884 shares at a cost of $39,000,000** **under the sixth stock repurchase plan. At June 29, 2025, there were 98,116 shares remaining to be repurchased pursuant to the sixth stock repurchase plan. The plan does not have a set expiration date. Purchases under the Company’s stock repurchase program may 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. There were no stock repurchases during the fiscal 2026 period. We may return capital to our stockholders through stock repurchases, subject to any restrictions in our Credit Agreement, although there is no assurance that the Company will make any repurchases under its existing stock repurchase plan.

Previous wording

As discussed above, we had cash and cash equivalents at December 29, 2024 aggregating $23,711,000.** ** Our Board routinely monitors and assesses its cash position and our current and potential capital requirements. The Company paid its first, second and third quarterly cash dividends of fiscal 2025 on July 2, 2024, September 6, 2024, and December 6, 2024 aggregating $6,127,000.

Current wording

As discussed above, we had cash and cash equivalents at June 29, 2025 aggregating $26,867,000. Our Board routinely monitors and assesses its cash position and our current and potential capital requirements. The Company paid its first quarterly cash dividend of fiscal 2026 of $2,045,000** **on July 1, 2025.

Previous wording

Effective February 6, 2025, the Company declared its fourth quarter dividend of $0.50 per common share to stockholders of record as of the close of business on February 18, 2025, which is payable on February 28, 2025.

Current wording

Effective August 8, 2025 the Company declared its second quarter fiscal 2026 dividend of $0.50 per common share to stockholders of record as of the close of business on August 25, 2025, which is payable on September 5, 2025.

Previous wording

If the Company pays regular quarterly cash dividends for the remainder of fiscal 2025 at the same rate as declared in the first, second and third quarter of fiscal 2025, the Company’s total cash requirement for dividends for all of fiscal 2025 would be approximately $8,172,000 based on the number of shares of common stock outstanding at January 31, 2025. The Company intends to declare and pay quarterly cash dividends; however, there can be no assurance that any additional quarterly dividends will be declared or paid or of the amount or timing of such dividends, if any.

Current wording

If the Company pays regular quarterly cash dividends for the remainder of fiscal 2026 at the same rate as declared in the first quarter of fiscal 2026, the Company’s total cash requirement for dividends for all of fiscal 2026 would be approximately $8,179,000 based on the number of shares of common stock outstanding at August 1, 2025. The Company intends to declare and pay quarterly cash dividends; however, there can be no assurance that any additional quarterly dividends will be declared or paid or of the amount or timing of such dividends, if any.

Previous wording

We expect that in the future we will make investments in certain existing restaurants, support the growth of the Branded Product and Branded Menu Programs, service the principal and interest obligations under the Credit Agreement, fund our dividend program and may continue our stock repurchase programs, funding those investments from our operating cash flow. We may also incur capital and other expenditures or engage in investing activities in connection with opportunistic situations that may arise on a case-by-case basis. During the fiscal year ending March 30, 2025, we made cash interest payments of $3,124,500 on the 2025 Notes. While our Credit Agreement bears interest at a fluctuating interest rate based on SOFR plus a spread adjustment, if the Company makes its remaining fiscal year 2025 cash interest payments on its outstanding Term Loan borrowings at the interest rate effective at February 6, 2025, then during the fiscal year ended March 30, 2025, we expect to make cash interest payments of approximately $2,331,000 on the Term Loan borrowings.

Current wording

We expect that in the future we will make investments in certain existing restaurants, support the growth of the Branded Product and Branded Menu Programs, service the principal and interest obligations under the Credit Agreement, fund our dividend program and may continue our stock repurchase programs, funding those investments from our operating cash flow. We may also incur capital and other expenditures or engage in investing activities in connection with opportunistic situations that may arise on a case-by-case basis. While our Credit Agreement bears interest at a fluctuating interest rate based on the SOFR plus a spread adjustment, if the Company makes cash interest payments on the Term Loan borrowings at the interest rate effective at August 8, 2025, then for the remainder of the fiscal year ended March 29, 2026, we expect to make cash interest payments of approximately $2,150,000 on the Term Loan borrowings.

Previous wording

We may from time to time seek to make voluntary prepayments of our Credit Agreement. On October 10, 2024, we made a voluntary principal prepayment of $8,000,000 of Term Loan borrowings under our Credit Agreement. Such voluntary prepayments, if any, will depend on market conditions, our liquidity requirements, satisfactory compliance of covenants and conditions pursuant to our Credit Agreement and other factors.

Current wording

We may from time to time seek to make voluntary prepayments of our Term Loan borrowings under our Credit Agreement. Such voluntary prepayments, if any, will depend on market conditions, our liquidity requirements, satisfactory compliance of covenants and conditions pursuant to our Credit Agreement and other factors.