Item 1. Financial Statements
Item 1. Financial Statements.
 
    Sept ember 2 7 ,
2020
    March 29,
2020
 
    (Unaudited)
         
ASSETS                
CURRENT ASSETS
               
Cash and cash equivalents (Note F)
  $ 81,519     $ 77,117  
Accounts and other receivables, net (Note H)
    8,967       11,108  
Inventories
    557       378  
Prepaid expenses and other current assets (Note I)
    621       1,181  
Total current assets
    91,664       89,784  
                 
Property and equipment, net of accumulated depreciation of $ 10,024 and $ 9,468 , respectively
    4,372       4,610  
Operating lease assets (Note R)
    8,648       9,181  
Goodwill
    95       95  
Intangible asset
    1,212       1,269  
Deferred income taxes
    7       -  
Other assets
    334       343  
                 
Total assets
  $ 106,332     $ 105,282  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 3,088     $ 3,509  
Accrued expenses and other current liabilities (Note L)
    7,552       9,297  
Current portion of operating lease liabilities (Note R)
    1,821       1,583  
Deferred franchise fees
    225       230  
Total current liabilities
    12,686       14,619  
                 
Long-term debt, net of unamortized debt issuance costs of $ 3,514 and $ 3,860 , respectively (Note Q)
    146,486       146,140  
Operating lease liabilities (Note R)
    7,887       8,532  
Other liabilities (Note L)
    739       696  
Deferred franchise fees
    1,609       1,687  
Deferred income taxes
    -       9  
                 
Total liabilities
    169,407       171,683  
                 
COMMITMENTS AND CONTINGENCIES (Note S)
                   
                 
STOCKHOLDERS’ DEFICIT
               
Common stock, $ .01 par value; 30,000,000 shares authorized; 9,369,015 and 9,368,792 shares issued; and 4,114,934 and 4,141,387 shares outstanding at September 27, 2020 and March 29, 2020, respectively
    94       94  
Additional paid-in capital
    62,182       62,130  
(Accumulated deficit)
    ( 40,581 )     ( 45,356 )
Stockholders’ equity before treasury stock
    21,695       16,868  
                 
Treasury stock, at cost, 5,254,081 and 5,227,405 shares at September 27, 2020 and March 29, 2020
    ( 84,770 )     ( 83,269 )
Total stockholders’ deficit
    ( 63,075 )     ( 66,401 )
                 
Total liabilities and stockholders’ deficit
  $ 106,332     $ 105,282  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
3
 
 
 
Nathan’s Famous, Inc. and Subsidiaries
 
CONSOLIDATED STATEMENTS OF EARNINGS
Thirteen and Twenty-six weeks ended September 27, 2020 and September 29, 2019
(in thousands, except per share amounts)
(Unaudited)
 
 
 
Thirteen weeks ended
 
 
Twenty-six weeks ended
 
 
 
September 2 7 ,
20 20
 
 
September 29,
2019
 
 
September 27,
2020
 
 
September 29,
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales
 
$
12,692
 
 
$
22,106
 
 
$
19,375
 
 
$
42,343
 
License royalties
 
 
8,268
 
 
 
5,425
 
 
 
18,791
 
 
 
14,147
 
Franchise fees and royalties
 
 
476
 
 
 
1,498
 
 
 
667
 
 
 
2,575
 
Advertising fund revenue
 
 
403
 
 
 
697
 
 
 
692
 
 
 
1,179
 
Total revenues
 
 
21,839
 
 
 
29,726
 
 
 
39,525
 
 
 
60,244
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
 
 
9,927
 
 
 
16,289
 
 
 
15,224
 
 
 
31,711
 
Restaurant operating expenses
 
 
1,011
 
 
 
1,108
 
 
 
1,863
 
 
 
2,027
 
Depreciation and amortization
 
 
302
 
 
 
337
 
 
 
612
 
 
 
647
 
General and administrative expenses
 
 
2,612
 
 
 
3,559
 
 
 
5,456
 
 
 
7,496
 
Advertising fund expense
 
 
403
 
 
 
1,067
 
 
 
692
 
 
 
1,549
 
Total costs and expenses
 
 
14,255
 
 
 
22,360
 
 
 
23,847
 
 
 
43,430
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations
 
 
7,584
 
 
 
7,366
 
 
 
15,678
 
 
 
16,814
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on disposal of property and equipment
 
 
-
 
 
 
( 2
)
 
 
-
 
 
 
( 2
)
Interest expense
 
 
( 2,651
)
 
 
( 2,651
)
 
 
( 5,301
)
 
 
( 5,301
)
Interest income
 
 
103
 
 
 
370
 
 
 
220
 
 
 
736
 
Other income, net
 
 
22
 
 
 
20
 
 
 
22
 
 
 
41
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before provision for income taxes
 
 
5,058
 
 
 
5,103
 
 
 
10,619
 
 
 
12,288
 
Provision for income taxes
 
 
1,403
 
 
 
1,445
 
 
 
2,964
 
 
 
3,261
 
Net income
 
$
3,655
 
 
$
3,658
 
 
$
7,655
 
 
$
9,027
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PER SHARE INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares used in computing income per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
4,115
 
 
 
4,227
 
 
 
4,118
 
 
 
4,216
 
Diluted
 
 
4,115
 
 
 
4,227
 
 
 
4,118
 
 
 
4,216
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
.89
 
 
$
.87
 
 
$
1.86
 
 
$
2.14
 
Diluted
 
$
.89
 
 
$
.87
 
 
$
1.86
 
 
$
2.14
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends declared per share
 
$
.35
 
 
$
.35
 
 
$
.70
 
 
$
.70
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
4
 
 
 
Nathan’s Famous, Inc. and Subsidiaries
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
Thirteen weeks ended September 27, 2020 and September 29, 2019
(in thousands, except share amounts)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Common
 
 
Common
 
 
Paid-in
 
 
(Accumulated
 
 
Treasury Stock, at Cost
 
 
Stockholders’
 
 
 
Shares
 
 
Stock
 
 
Capital
 
 
Deficit)
 
 
Shares
 
 
Amount
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, June 28, 2020
 
 
9,368,792
 
 
$
94
 
 
$
62,159
 
 
$
( 42,796
)
 
 
5,254,081
 
 
$
( 84,770
)
 
$
( 65,313
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued in connection with share-based compensation plans
 
 
223
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Withholding tax on net share settlement of share-based compensation plans
 
 
-
 
 
 
-
 
 
 
( 6
)
 
 
-
 
 
 
-
 
 
 
-
 
 
 
( 6
)
Dividends on common stock
 
 
-
 
 
 
-
 
 
 
-
 
 
 
( 1,440
)
 
 
-
 
 
 
-
 
 
 
( 1,440
)
Share-based compensation
 
 
-
 
 
 
-
 
 
 
29
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
29
 
Net income
 
 
-
 
 
 
-
 
 
 
-
 
 
 
3,655
 
 
 
-
 
 
 
-
 
 
 
3,655
 
Balance, September 27 , 20 20
 
 
9,369,015
 
 
$
94
 
 
$
62,182
 
 
$
( 40,581
)
 
 
5,254,081
 
 
$
( 84,770
)
 
$
( 63,075
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Common
 
 
Common
 
 
Paid-in
 
 
(Accumulated
 
 
Treasury Stock, at Cost
 
 
Stockholders’
 
 
 
Shares
 
 
Stock
 
 
Capital
 
 
Deficit)
 
 
Shares
 
 
Amount
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, June 30, 2019
 
 
9,368,572
 
 
$
94
 
 
$
62,050
 
 
$
( 48,989
)
 
 
5,141,763
 
 
$
( 78,303
)
 
$
( 65,148
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued in connection with share-based compensation plans
 
 
220
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Withholding tax on net share settlement of share-based compensation plans
 
 
-
 
 
 
-
 
 
 
( 8
)
 
 
-
 
 
 
-
 
 
 
-
 
 
 
( 8
)
Dividends on common stock
 
 
-
 
 
 
-
 
 
 
-
 
 
 
( 1,479
)
 
 
-
 
 
 
-
 
 
 
( 1,479
)
Share-based compensation
 
 
-
 
 
 
-
 
 
 
30
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
30
 
Net income
 
 
-
 
 
 
-
 
 
 
-
 
 
 
3,658
 
 
 
-
 
 
 
-
 
 
 
3,658
 
Balance, September 29 , 201 9
 
 
9,368,792
 
 
$
94
 
 
$
62,072
 
 
$
( 46,810
)
 
 
5,141,763
 
 
$
( 78,303
)
 
$
( 62,947
)
                 
The accompanying notes are an integral part of these consolidated financial statements .
 
5
 
 
Nathan’s Famous, Inc. and Subsidiaries
 
CONSOLIDATED STATEMENT S OF STOCKHOLDERS’ DEFICIT
Twenty-six weeks ended September 27, 2020 and September 29, 2019
(in thousands, except share amounts)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Common
 
 
Common
 
 
Paid-in
 
 
(Accumulated
 
 
Treasury Stock, at Cost
 
 
Stockholders’
 
 
 
Shares
 
 
Stock
 
 
Capital
 
 
Deficit)
 
 
Shares
 
 
Amount
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, March 29, 2020
 
 
9,368,792
 
 
$
94
 
 
$
62,130
 
 
$
( 45,356
)
 
 
5,227,405
 
 
$
( 83,269
)
 
$
( 66,401
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued in connection with share-based compensation plans
 
 
223
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Withholding tax on net share settlement of share-based compensation plans
 
 
-
 
 
 
-
 
 
 
( 6
)
 
 
-
 
 
 
-
 
 
 
-
 
 
 
( 6
)
Repurchase of common stock
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
26,676
 
 
 
( 1,501
)
 
 
( 1,501
)
Dividends on common stock
 
 
-
 
 
 
-
 
 
 
-
 
 
 
( 2,880
)
 
 
-
 
 
 
-
 
 
 
( 2,880
)
Share-based compensation
 
 
-
 
 
 
-
 
 
 
58
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
58
 
Net income
 
 
-
 
 
 
-
 
 
 
-
 
 
 
7,655
 
 
 
-
 
 
 
-
 
 
 
7,655
 
Balance, September 27 , 20 20
 
 
9,369,015
 
 
$
94
 
 
$
62,182
 
 
$
( 40,581
)
 
 
5,254,081
 
 
$
( 84,770
)
 
$
( 63,075
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Common
 
 
Common
 
 
Paid-in
 
 
(Accumulated
 
 
Treasury Stock, at Cost
 
 
Stockholders’
 
 
 
Shares
 
 
Stock
 
 
Capital
 
 
Deficit)
 
 
Shares
 
 
Amount
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2019
 
 
9,336,338
 
 
$
93
 
 
$
60,945
 
 
$
( 52,879
)
 
 
5,141,763
 
 
$
( 78,303
)
 
$
( 70,144
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued in connection with share-based compensation plans
 
 
32,454
 
 
 
1
 
 
 
1,077
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
1,078
 
Withholding tax on net share settlement of share-based compensation plans
 
 
-
 
 
 
-
 
 
 
( 8
)
 
 
-
 
 
 
-
 
 
 
-
 
 
 
( 8
)
Dividends on common stock
 
 
-
 
 
 
-
 
 
 
-
 
 
 
( 2,958
)
 
 
-
 
 
 
-
 
 
 
( 2,958
)
Share-based compensation
 
 
-
 
 
 
-
 
 
 
58
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
58
 
Net income
 
 
-
 
 
 
-
 
 
 
-
 
 
 
9,027
 
 
 
-
 
 
 
-
 
 
 
9,027
 
Balance, September 29 , 201 9
 
 
9,368,792
 
 
$
94
 
 
$
62,072
 
 
$
( 46,810
)
 
 
5,141,763
 
 
$
( 78,303
)
 
$
( 62,947
)
 
The accompanying notes are an integral part of th ese consolidated financial statement s .
 
6
 
 
 
Nathan’s Famous, Inc. and Subsidiaries
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
Twenty-six weeks ended September 27, 2020 and September 29, 2019
(in thousands)
(Unaudited)
 
 
 
September 2 7 ,
20 20
 
 
September 29,
2019
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
Net income
 
$
7,655
 
 
$
9,027
 
Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
612
 
 
 
647
 
Loss on disposal of property and equipment
 
 
-
 
 
 
2
 
Non-cash rental expense
 
 
127
 
 
 
-
 
Amortization of debt issuance costs
 
 
346
 
 
 
346
 
Share-based compensation expense
 
 
58
 
 
 
58
 
Income tax benefit on stock option exercises
 
 
-
 
 
 
228
 
Provision for doubtful accounts
 
 
27
 
 
 
23
 
Deferred income taxes
 
 
( 16
)
 
 
( 16
)
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Accounts and other receivables, net
 
 
2,114
 
 
 
( 2,020
)
Inventories
 
 
( 179
)
 
 
( 80
)
Prepaid expenses and other current assets
 
 
560
 
 
 
412
 
Other assets
 
 
9
 
 
 
5
 
Accounts payable, accrued expenses and other current liabilities
 
 
( 2,166
)
 
 
( 2,171
)
Deferred franchise fees
 
 
( 83
)
 
 
( 489
)
Other liabilities
 
 
43
 
 
 
123
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
 
9,107
 
 
 
6,095
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
Purchase of property and equipment
 
 
( 318
)
 
 
( 182
)
 
 
 
 
 
 
 
 
 
Net cash used in investing activities
 
 
( 318
)
 
 
( 182
)
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
Dividends paid to stockholders
 
 
( 2,880
)
 
 
( 2,958
)
Proceeds from exercise of stock options
 
 
-
 
 
 
1,078
 
Payments of withholding tax on net share settlement of share-based compensation plans
 
 
( 6
)
 
 
( 8
)
Repurchase of treasury stock
 
 
( 1,501
)
 
 
-
 
 
 
 
 
 
 
 
 
 
Net cash used in financing activities
 
 
( 4,387
)
 
 
( 1,888
)
 
 
 
 
 
 
 
 
 
Net increase in cash and cash equivalents
 
 
4,402
 
 
 
4,025
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents, beginning of period
 
 
77,117
 
 
 
75,446
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents, end of period
 
$
81,519
 
 
$
79,471
 
 
 
 
 
 
 
 
 
 
Cash paid during the period for:
 
 
 
 
 
 
 
 
Interest
 
$
4,969
 
 
$
4,969
 
Income taxes
 
$
2,743
 
 
$
2,955
 
 
 
 
 
 
 
 
 
 
Non-cash financing activity:
 
 
 
 
 
 
 
 
Dividends declared per share
 
$
.70
 
 
$
.70
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
7
 
 
NATHAN'S FAMOUS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 27, 2020
(Unaudited)
 
 
NOTE A - BASIS OF PRESENTATION
 
The accompanying consolidated financial statements of Nathan's Famous, Inc. and subsidiaries (collectively “Nathan’s,” the “Company,” “we,” “us” or “our”) as of and for the thirteen and twenty-six week periods ended September 27, 2020 and September 29, 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of financial condition, results of operations and cash flows for the periods presented. However, our results of operations are seasonal in nature, and the results of any interim period are not necessarily indicative of results for any other interim period or the full fiscal year.
 
Certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the requirements of the Securities and Exchange Commission. 
 
Management believes that the disclosures included in the accompanying consolidated interim financial statements and footnotes are adequate to make the information not misleading, but should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Nathan’s Annual Report on Form 10 -K for the fiscal year ended March 29, 2020.
 
A summary of the Company’s significant accounting policies is identified in Note B of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10 -K for the fiscal year ended March 29, 2020.
 
Covid- 19 Pa ndemic
 
In March 2020, the World Health Organization declared the novel strain of coronavirus (COVID- 19 ) a global pandemic. The COVID- 19 pandemic has had an impact on the Company’s business, financial condition, cash flows and results of operations for the thirteen and twenty-six weeks ended September 27, 2020 ( “fiscal 2021 period”) and continues into the third quarter of fiscal 2021. Governmental restrictions and public perceptions of the risks associated with COVID- 19 have caused consumers to avoid or limit nonessential travel, gatherings in public places and other social interactions, which has adversely affected, and could continue to adversely affect, our business. The COVID- 19 pandemic, has and may continue to impact customer traffic at our Company-owned restaurants and franchised restaurants, as well as sales to our Branded Product Program customers. We cannot predict whether, when or the manner in which the conditions surrounding the pandemic will change and cannot currently estimate the impact on our business in the short or long-term.
 
As of the date of this filing, three of our Company-owned restaurants continue to operate. Our seasonal location on the Coney Island Boardwalk closed on September 13, 2020. Beginning in the second quarter fiscal 2021, the Company re-opened the dining rooms at our Company-owned restaurants located in Oceanside, New York and Yonkers, New York. Although these dining rooms are open, they are operating at reduced capacity, as stipulated under government orders, as well as due to social distancing protocols that are also mandated by the same government orders. Even without governmental restrictions, customers may continue to choose to reduce or to eliminate in-restaurant dining because of the rise in the number of COVID- 19 cases.
 
A majority of our franchised locations closed temporarily during the fiscal 2021 period due to their locations being in venues that were closed (such as movie theaters) or venues operating at reduced traffic levels (such as airports, highway travel plazas and shopping malls). As a result, franchise system sales have been significantly impacted. Even after these restrictions are lifted, customers may still be reluctant to return to in-restaurant dining. As of the date of this filing, approximately 60 % of our franchise locations are open.
 
The sales and profits from our Branded Product Program have been adversely impacted as many of our customers operate in venues that are currently closed (such as movie theaters) or venues operating at significantly reduced traffic, such as professional sports arenas, amusement parks and shopping malls.
 
8
 
 
To help mitigate the impact of the COVID- 19 pandemic, we have taken the following decisive actions which are on-going:
 
  ●
Reduced payroll costs, through salary reductions and furloughs
  ●
Reduced discretionary operating expenses, including marketing and travel
  ●
Postponed non-essential capital spending
  ●
Launched curbside delivery at three of our four Company-owned restaurants
  ●
Introduced “ghost kitchens” whereby well-known restaurants have the ability to market our products for pick-up or in the form of meal-kits for at home preparation
  ●
Implemented enhanced health and safety protocols across the Company
 
The Company also assessed the impact of the COVID- 19 pandemic on the estimates and assumptions used in preparing these consolidated financial statements, including, but not limited to the carrying values of Goodwill, Intangible Assets, and other Long-lived Assets. See Note J for a further discussion related to Goodwill and Intangible Assets and Note K for a further discussion related to Long-lived Assets.
 
We continue to actively monitor the evolving situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our team members, customers, suppliers and shareholders.
 
 
NOTE B – ADOPTION OF NEW ACCOUNTING STANDARD
 
In January 2017, the FASB issued an update to the accounting guidance to simplify the testing for goodwill impairment. The update removes the requirement to determine the implied fair value of goodwill to measure the amount of impairment loss, if any, under the second step of the current goodwill impairment test. A company will perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment charge will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. The Company adopted this guidance on March 30, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
 
 
NOTE C – NEW ACCOUNTING STANDARDS NOT YET ADOPTED
 
In June 2016, the FASB issued new guidance on the measurement of credit losses, which significantly changes the impairment model for most financial instruments. Current guidance requires the recognition of credit losses based on an incurred loss impairment methodology that reflects losses once the losses are probable. Under the new standard, the Company will be required to use a current expected credit loss model (“CECL”) that will immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of this update, including trade receivables. The CECL model uses a broader range of reasonable and supportable information in the development of credit loss estimates. In November 2019, the FASB deferred the effective date for smaller reporting companies for annual reporting periods beginning after December 15, 2022. This standard is required to take effect in Nathan’s first quarter ( June 2023) of our fiscal year ending March 31, 2024. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.
 
In December 2019, the FASB issued ASU 2019 - 12, “Income Taxes (Topic 740 ): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019 - 12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019 - 12 is effective for fiscal years beginning after December 15, 2020. This standard is required to take effect in Nathan’s first quarter ( June 2021) of our fiscal year ending March 27, 2022. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.
 
The Company does not believe that any other recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying consolidated financial statements.
 
9
 
 
 
NOTE D – REVENUES
 
The Company’s disaggregated revenues for the thirteen and twenty-six weeks ended September 27, 2020 and September 29, 2019 are as follows (in thousands):
 
    Thirteen weeks ended
    Twenty-six weeks ended
 
    September 2 7 , 20 20
    September 29, 2019
    September 27, 2020
    September 29, 2019
 
                                 
Branded Products
  $ 9,698     $ 16,182     $ 14,447     $ 32,295  
Company-operated restaurants
    2,994       5,924       4,928       10,048  
Total sales
    12,692       22,106       19,375       42,343  
                                 
License royalties
    8,268       5,425       18,791       14,147  
                                 
Franchise royalties
    409       1,047       519       2,027  
Franchise fees
    67       451       148       548  
Total franchise fees and royalties
    476       1,498       667       2,575  
                                 
Advertising fund revenue
    403       697       692       1,179  
                                 
Total revenues
  $ 21,839     $ 29,726     $ 39,525     $ 60,244  
 
The following table disaggregates revenues by primary geographical market (in thousands):
 
    Thirteen weeks ended
    Twenty-six weeks ended
 
    September 27 , 20 20
    September 29, 2019
    September 27 , 20 20
    September 29, 2019
 
                                 
United States
  $ 21,501     $ 28,235     $ 38,913     $ 57,622  
International
    338       1,491       612       2,622  
Total revenues
  $ 21,839     $ 29,726     $ 39,525     $ 60,244  
 
 
Contract balances
 
The following table provides information about contract liabilities (Deferred franchise fees) from contracts with customers (in thousands):
 
    September 2 7 ,
20 20
    March 29,
2020
 
Deferred franchise fees (a)
  $ 1,834     $ 1,917  
 
  (a)
Deferred franchise fees of $ 225 and $ 1,609 as of September 27, 2020 and $ 230 and $ 1,687 as of March 29, 2020 are included in Deferred franchise fees – current and long term, respectively.
 
Significant changes in Deferred franchise fees are as follows (in thousands):
 
    Twenty-six weeks ended
 
    September 2 7 ,
20 20
    September 29,
2019
 
Deferred franchise fees at beginning of period
    1,917       3,005  
Additions to deferred revenue
    65       59  
Revenue recognized during the period
    ( 148 )     ( 548 )
Deferred franchise fees at end of period
  $ 1,834     $ 2,516  
 
10
 
 
Anticipated Future Recognition of Deferred Franchise Fees
 
The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period (in thousands):
 
    Estimate for fiscal year
 
2021 (a)
  $ 114  
2022
    218  
2023
    195  
2024
    183  
2025
    175  
Thereafter
    949  
Total
  $ 1,834  
 
  (a)
Represents franchise fees expected to be recognized for the remainder of the 2021 fiscal year, which includes international development fees expected to be recognized over the duration of one year or less. Amount does not include $ 148 of franchise fee revenue recognized for the twenty-six weeks ended September 27, 2020.
 
We have applied the optional exemption, as provided for under Topic 606, which allows us not to disclose the transaction price allocated to unsatisfied performance obligations when the transaction price is a sales-based royalty.
 
 
NOTE E – INCOME PER SHARE          
 
Basic income per common share is calculated by dividing income by the weighted-average number of common shares outstanding and excludes any dilutive effect of stock options. Diluted income per common share gives effect to all potentially dilutive common shares that were outstanding during the period. Dilutive common shares used in the computation of diluted income per common share result from the assumed exercise of stock options and warrants, as determined using the treasury stock method.
 
The following chart provides a reconciliation of information used in calculating the per-share amounts for the thirteen and twenty-six week periods ended September 27, 2020 and September 29, 2019, respectively.
 
Thirteen weeks
                                               
    Net Income
    Number of Shares
    Net Income
Per Share
 
    20 20
    2019
    20 20
    2019
    20 20
    2019
 
    (in thousands)
    (in thousands)
                 
Basic EPS
                                               
Basic calculation
  $ 3,655     $ 3,658       4,115       4,227     $ 0.89     $ 0.87  
Effect of dilutive employee stock options
    -       -       -       -       -       -  
Diluted EPS
                                               
Diluted calculation
  $ 3,655     $ 3,658       4,115       4,227     $ 0.89     $ 0.87  
 
Twenty-six weeks
                                               
    Net Income
    Number of Shares
    Net Income
Per Share
 
    20 20
    2019
    20 20
    2019
    20 20
    2019
 
    (in thousands)
    (in thousands)
                 
Basic EPS
                                               
Basic calculation
  $ 7,655     $ 9,027       4,118       4,216     $ 1.86     $ 2.14  
Effect of dilutive employee stock options
    -       -       -       -       -       -  
Diluted EPS
                                               
Diluted calculation
  $ 7,655     $ 9,027       4,118       4,216     $ 1.86     $ 2.14  
 
Options to purchase 10,000 shares of common stock in the thirteen and twenty-six week periods ended September 27, 2020 and September 29, 2019 were not included in the computation of diluted EPS because the exercise price exceeded the average market price of common shares during the period.
 
11
 
 
 
NOTE F – CASH AND CASH EQUIVALENTS               
 
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents at September 27, 2020 and March 29, 2020.
 
At September 27, 2020 and March 29, 2020, substantially all of the Company’s cash balances are in excess of Federal government insurance limits. The Company does not believe that it is exposed to any significant risk on these balances.
 
 
NOTE G – FAIR VALUE MEASUREMENTS
 
Nathan’s follows a three -level fair value hierarchy that prioritizes the inputs to measure fair value. This hierarchy requires entities to maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:
 
●     Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market
 
●     Level 2 - inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability
 
●     Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability
 
The face value and fair value of long-term debt as of September 27, 2020 and March 29, 2020 were as follows (in thousands):
 
    September 2 7 , 20 20
    March 29, 2020
 
    Face value
    Fair value
    Face Value
    Fair value
 
                                 
Long-term debt
  $ 150,000     $ 152,250     $ 150,000     $ 138,000  
 
The Company estimates the fair value of its long-term debt based upon review of observable pricing in secondary markets as of the last trading day of the fiscal period. Accordingly, the Company classifies its long-term debt as Level 2.
 
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of the instruments.
 
Certain non-financial assets and liabilities are measured at fair value on a non-recurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when evidence of impairment exists. At September 27, 2020, no fair value adjustment or material fair value measurements were required for non-financial assets or liabilities.
 
 
NOTE H – ACCOUNTS AND OTHER RECEIVABLES, NET          
 
Accounts and other receivables, net, consist of the following (in thousands):
 
    September 2 7 ,
    March 29,
 
    20 20
    2020
 
                 
Branded product sales
  $ 5,632     $ 6,789  
Franchise and license royalties
    3,130       4,299  
Other
    460       257  
      9,222       11,345  
                 
Less: allowance for doubtful accounts
    255       237  
Accounts and other receivables, net
  $ 8,967     $ 11,108  
 
Accounts receivable are due within 30 days and are stated at amounts due from franchisees, retail licensees and Branded Product Program customers, net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contractual payment terms are generally considered past due. The Company does not recognize franchise and license royalties that are not deemed to be realizable.
 
12
 
 
The Company individually reviews each past due account and determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the customer’s current and expected future ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings. After the Company has used reasonable collection efforts, it writes off accounts receivable through a charge to the allowance for doubtful accounts.
 
Changes in the Company’s allowance for doubtful accounts for the twenty-six week period ended September 27, 2020 and the fiscal year ended March 29, 2020 are as follows (in thousands): 
 
    September 2 7 ,
20 20
    March 29,
2020
 
                 
Beginning balance
  $ 237     $ 585  
Bad debt expense
    27       71  
Write-offs and other
    ( 9 )     ( 419 )
Ending balance
  $ 255     $ 237  
 
 
NOTE I – PREPAID EXPENSES AND OTHER CURRENT ASSETS
 
Prepaid expenses and other current assets consist of the following (in thousands):
 
    September 2 7 ,
    March 29,
 
    20 20
    2020
 
                 
Real estate taxes
  $ 73     $ 75  
Insurance
    184       263  
Marketing
    -       369  
Other
    364       474  
Total prepaid expenses and other current assets
  $ 621     $ 1,181  
 
 
NOTE J - GOODWILL AND INTANGIBLE ASSETS
 
The Company determined that the impact of COVID- 19 was a triggering event that required the Company to perform a quantitative interim goodwill impairment test. The Company’s impairment assessment was performed in accordance with the accounting guidance adopted in the first quarter of fiscal 2021 that simplifies the testing for goodwill impairment, as discussed in Note B – Adoption of New Accounting Standard. Based on the quantitative assessment performed, management determined that the Company’s goodwill has not been impaired as of September 27, 2020 and, as a result, no impairment charge was recorded for the thirteen and twenty-six week periods ended September 27, 2020.
 
The Company's definite-lived intangible asset consists of trademarks, tradenames and other intellectual property in connection with its Arthur Treacher's co-branding agreements.  The Company reviews its definite-lived intangible asset for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  The Company determined that the impact of COVID- 19 on its business was a sufficient indicator that the carrying value may not be recoverable.  The Company tested for recoverability of its definite-lived intangible asset based on the projected undiscounted cash flows to be derived from such co-branding agreements, which has a remaining useful life based upon the term of its agreements. Based on the quantitative test performed and other qualitative factors, the Company determined that the definite-lived intangible asset was recoverable and no impairment charge was recorded for the thirteen and twenty-six week periods ended September 27, 2020.
 
 
NOTE K - LONG LIVED ASSETS
 
Long-lived assets on a restaurant-by-restaurant basis are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
 
As a result of the impact of the COVID- 19 pandemic on its business, the Company determined that sufficient indicators existed to trigger the performance of an interim impairment analysis as of September 27, 2020.
 
The Company tests for recoverability based on the projected undiscounted cash flows to be derived from such assets. If the projected undiscounted future cash flows are less than the carrying value of the asset, the Company will record an impairment loss, if any, based on the difference between the estimated fair value and the carrying value of the asset. The Company generally measures fair value by considering discounted estimated future cash flows from such assets. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairments in future periods and such impairments could be material. The Company considers a history of restaurant operating losses to be its primary indicator of potential impairment for individual restaurant locations. No long-lived assets were deemed to be permanently impaired during the thirteen and twenty-six week periods ended September 27, 2020 based upon quantitative analysis.
 
13
 
 
 
NOTE L – ACCRUED EXPENSES, OTHER CURRENT LIABILITIES AND OTHER LIABILITIES
 
Accrued expenses and other current liabilities consist of the following (in thousands):
 
    September 27 ,
    March 29,
 
    20 20
    2020
 
Payroll and other benefits
  $ 1,541     $ 3,075  
Accrued rebates
    212       514  
Rent and occupancy costs
    440       84  
Deferred revenue
    303       797  
Construction costs
    66       105  
Interest
    4,070       4,084  
Professional fees
    134       194  
Sales, use and other taxes
    57       17  
Corporate income taxes
    371       176  
Other
    358       251  
Total accrued expenses and other current liabilities
  $ 7,552     $ 9,297  
 
Other liabilities consist of the following (in thousands):
 
    September 2 7 ,
    March 29,
 
    20 20
    2020
 
Reserve for uncertain tax positions
  $ 610     $ 567  
Other
    129       129  
Total other liabilities
  $ 739     $ 696  
 
 
NOTE M – INCOME TAXES       
 
On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and Economic Security (the “CARES Act”) into law which among other provisions increases the limitation on the allowed business interest expense deduction from 30 percent to 50 percent of adjusted taxable income for tax years beginning January 1, 2019 and 2020. Additionally, the CARES Act allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018.
 
The income tax provisions for the twenty-six periods ended September 27, 2020 and September 29, 2019 reflect effective tax rates of 27.9 % and 26.5 %, respectively.
 
Nathan’s effective tax rate for the twenty-six week period September 29, 2019 was reduced by 1.9 % as a result of the tax benefits associated with stock compensation. For the twenty-six week period ended September 29, 2019, excess tax benefits of $ 228,000 were reflected in the Consolidated Statements of Earnings as a reduction in determining the provision for income taxes. Nathan’s effective tax rate without this adjustment would have been 28.4 % for the fiscal 2020 period.
 
The amount of unrecognized tax benefits at September 27, 2020 was $ 333,000 all of which would impact Nathan’s effective tax rate, if recognized. As of September 27, 2020, Nathan’s had $ 289,000 of accrued interest and penalties in connection with unrecognized tax benefits.
 
In November 2019, the State of New Jersey notified Nathan’s that our tax returns for the fiscal years ended March 27, 2016, March 26, 2017 and March 25, 2018 will be audited. The audit is ongoing.
 
 
NOTE N – SEGMENT INFORMATION
 
Nathan’s considers itself to be a brand marketer of the Nathan’s Famous signature products to the foodservice industry pursuant to its various business structures. Nathan’s sells its products directly to consumers through its restaurant operations segment consisting of Company-operated and franchised restaurants, to distributors that resell our products to the foodservice industry through the Branded Product Program (“BPP”) and by third party manufacturers pursuant to license agreements that sell our products to club stores and grocery stores nationwide. The Company’s Chief Executive Officer has been identified as the Chief Operating Decision Maker (“CODM”) who evaluates performance and allocates resources for the Branded Product Program, Product Licensing and Restaurant Operations segments based upon a number of factors, the primary profit measure being income from operations. Certain administrative expenses are not allocated to the segments and are reported within the Corporate segment.
 
Branded Product Program – This segment derives revenue principally from the sale of hot dog products either directly to foodservice operators or to various foodservice distributors who resell the products to foodservice operators.
 
14
 
 
Product licensing – This segment derives revenue, primarily in the form of royalties, from licensing a broad variety of Nathan’s Famous branded products, including our hot dogs, sausage and corned beef products, frozen French fries and additional products through retail grocery channels and club stores throughout the United States.
 
Restaurant operations – This segment derives revenue from the sale of our products at Company-owned restaurants and earns fees and royalties from its franchised restaurants.
 
Revenues from operating segments are from transactions with unaffiliated third parties and do not include any intersegment revenues.
 
Income from operations attributable to Corporate consists principally of administrative expenses not allocated to the operating segments such as executive management, finance, information technology, legal, insurance, corporate office costs, corporate incentive compensation and compliance costs and expenses of the advertising fund.
 
Interest expense, interest income, and other income, net, are managed centrally at the corporate level, and, accordingly, such items are not presented by segment since they are excluded from the measure of profitability reviewed by the CODM.
 
Operating segment information is as follows (in thousands):
 
    Thirteen weeks ended
    Twenty-six weeks ended
 
    Sept. 2 7 , 20 20
    Sept. 29, 2019
    Sept. 2 7 , 2 020
    Sept. 29, 2019
 
                                 
Revenues
                               
Branded Product Program
  $ 9,698     $ 16,182     $ 14,447     $ 32,295  
Product licensing
    8,268       5,425       18,791       14,147  
Restaurant operations
    3,470       7,422       5,595       12,623  
Corporate (1)
    403       697       692       1,179  
Total revenues
  $ 21,839     $ 29,726     $ 39,525     $ 60,244  
                                 
Income from operations
                               
Branded Product Program
  $ 1,252     $ 2,124     $ 1,524     $ 4,327  
Product licensing
    8,223       5,380       18,700       14,056  
Restaurant operations
    ( 138 )     2,103       ( 1,031 )     2,853  
Corporate
    ( 1,753 )     ( 2,241 )     ( 3,515 )     ( 4,422 )
Income from operations
  $ 7,584     $ 7,366     $ 15,678     $ 16,814  
                                 
Loss on disposal of property and equipment
    -       ( 2 )     -       ( 2 )
Interest expense
    ( 2,651 )     ( 2,651 )     ( 5,301 )     ( 5,301 )
Interest income
    103       370       220       736  
Other income, net
    22       20       22       41  
Income before provision for income taxes
  $ 5,058     $ 5,103     $ 10,619     $ 12,288  
 
  ( 1 )
Represents advertising fund revenue
 
 
NOTE O – SHARE-BASED COMPENSATION
 
Total share-based compensation during the thirteen week periods ended September 27, 2020 and September 29, 2019 was $ 29,000 and $ 30,000 , respectively. Total share-based compensation during the twenty-six week periods ended September 27, 2020 and September 29, 2019 was $ 58,000 . Total share-based compensation is included in general and administrative expenses in our accompanying Consolidated Statements of Earnings. As of September 27, 2020, there was $ 111,000 of unamortized compensation expense related to share-based incentive awards. The Company expects to recognize this expense over approximately eleven months, which represents the weighted average remaining requisite service periods for such awards.
 
15
 
 
The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. Compensation cost charged to expense under all stock-based incentive awards is as follows (in thousands):
            
    Thirteen weeks ended     Twenty-six weeks ended  
    Sept. 2 7 , 20 20
    Sept. 29, 2019
    Sept. 2 7, 20 20
    Sept. 29, 2019
 
                                 
Stock options
  $ 21     $ 22     $ 42     $ 43  
Restricted stock
    8       8       16       15  
Total compensation cost
  $ 29     $ 30     $ 58     $ 58  
 
Stock options:  
 
There were no new share-based awards granted during the twenty-six week period ended September 27, 2020.
 
During the fiscal year March 31, 2019, the Company granted options to purchase 10,000 shares at an exercise price of $ 89.90 per share, all of which expire five years from the date of grant. All such stock options vest ratably over a three -year period commencing September 12, 2019.
 
Transactions with respect to stock options for the twenty-six weeks ended September 27, 2020 are as follows :
 
    Shares     Weighted-
Average
Exercise
Price
    Weighted-
Average
Remaining
Contractual Life
    Aggregate
Intrinsic
Value
(in thousands)
 
                                 
Options outstanding at March 29, 2020
    10,000     $ 89.90       3.45       -  
Granted
    -       -       -       -  
Exercised
    -       -       -       -  
Options outstanding at September 27, 2020
    10,000     $ 89.90       2.96       -  
                                 
Options exercisable at September 27, 2020
    6,667     $ 89.90       2.96       -  
 
Restricted stock:  
 
Transactions with respect to restricted stock for the twenty-six weeks ended September 27, 2020 are as follows:
 
    Shares     Weighted-
Average
Grant-date
Fair value
Per share
 
Unvested restricted stock at March 29, 2020
    667     $ 89.90  
Granted
    -       -  
Vested
    ( 334 )   $ 89.90  
Unvested restricted stock at September 27, 2020
    333     $ 89.90  
 
 
NOTE P – STOCKHOLDERS’ EQUITY
 
1. Dividend s
 
Effective June 12, 2020, the Board declared its first quarterly cash dividend of $ 0.35 per share for fiscal year 2021, aggregating $ 1,440,000 , which was paid on June 26, 2020 to stockholders of record as of the close of business on June 22, 2020.
 
Effective August 7, 2020, the Board declared its second quarterly cash dividend of $ 0.35 per share for fiscal year 2021, aggregating $ 1,440,000 , which was paid on September 4, 2020 to stockholders of record as of the close of business on August 24, 2020.
 
Effective November 6, 2020 the Board declared its third quarterly cash dividend of $ 0.35 per share payable on December 4, 2020 to stockholders of record as of the close of business on November 23, 2020.
 
Our ability to pay future dividends is limited by the terms of the Indenture with U.S. Bank National Association, as trustee and collateral trustee (see Note Q). In addition to the terms of the Indenture, the declaration and payment of any cash dividends in the future are subject to final determination of the Board and will be dependent upon our earnings and financial requirements.
 
16
 
 
2. Stock Incentive Plans
 
On September 13, 2012, the Company amended the Nathan’s Famous, Inc. 2010 Stock Incentive Plan (the “2010 Plan”) increasing the number of shares available for issuance by 250,000 shares. Shares to be issued under the 2010 Plan may be made available from authorized but unissued stock, common stock held by the Company in its treasury, or common stock purchased by the Company on the open market or otherwise. The number of shares issuable and the grant, purchase or exercise price of outstanding awards are subject to adjustment in the amount that the Company’s Compensation Committee considers appropriate upon the occurrence of certain events, including stock dividends, stock splits, mergers, consolidations, reorganizations, recapitalizations, or other capital adjustments. In the event that the Company issues restricted stock awards pursuant to the 2010 Plan, each share of restricted stock would reduce the amount of available shares for issuance by either 3.2 shares for each share of restricted stock granted or 1 share for each share of restricted stock granted.
 
On September 18, 2019, the Company’s shareholders approved the Nathan’s Famous, Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan became effective as of July 1, 2020 ( the "Effective Date"). Following the Effective Date, (i) no additional stock awards were granted under the 2010 Plan and (ii) all outstanding stock awards previously granted under the 2010 Plan remained subject to the terms of the 2010 Plan. All awards granted on or after the Effective Date of the 2019 Plan shall be subject to the terms of the 2019 Plan.
 
As of the Effective Date, we were able to issue up to: (a) 369,584 shares of common stock under the 2019 Plan which includes: (i) shares that have been authorized but not issued pursuant to the 2010 Plan as of the Effective Date up to a maximum of an additional 208,584 shares and (ii) any shares subject to any outstanding options or restricted stock grants under any plan of the Company that were outstanding as of the Effective Date and that subsequently expire unexercised, or are otherwise forfeited, up to a maximum of an additional 11,000 shares. As of September 27, 2020, there were up to 208,584 shares available to be issued for future option grants or up to 184,808 shares of restricted stock that may be granted under the 2010 Plan.
 
3. Stock Repurchase Programs
 
During the period from October 2001 through September 27, 2020, Nathan’s purchased 5,254,081 shares of common stock at a cost of $ 84,770,000 pursuant to various stock repurchase plans previously authorized by the Board of Directors. During the twenty-six week period ended September 27, 2020, we repurchased 26,676 shares of common stock at a cost of $ 1,501,000 .
 
In 2016, the Company’s Board of Directors 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 September 27, 2020, Nathan’s had repurchased 1,066,450 shares at a cost of $ 37,108,000 under the sixth stock repurchase plan. At September 27, 2020 there were 133,550 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.
 
On March 13, 2020, the Company’s Board of Directors approved a 10b5 - 1 stock plan (the “10b5 - 1 Plan”) which expired on August 12, 2020. During the twenty-six week period ended September 27, 2020, the Company repurchased in open market transactions 26,676 shares of the Company’s common stock at an average share price of $ 56.26 for a total cost of $ 1,501,000 under the 10b5 - 1 Plan.
 
 
NOTE Q – LONG-TERM DEBT
 
Long-term debt consists of the following (in thousands):
 
    September 27 ,
    March 29,
 
    20 20
    2020
 
                 
6.625 % Senior Secured Notes due 2025
  $ 150,000     $ 150,000  
Less: unamortized debt issuance costs
    ( 3,514 )     ( 3,860 )
Long-term debt, net
  $ 146,486     $ 146,140  
 
17
 
 
On November 1, 2017, the Company issued $ 150,000,000 of 6.625% Senior Secured Notes due 2025 (the "2025 Notes") in a private offering in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes were issued pursuant to an indenture dated as of November 1, 2017 by and among the Company, certain of its wholly-owned subsidiaries and U.S. Bank National Association (the “Indenture”). The Company used the net proceeds of the 2025 Notes offering to satisfy and discharge the Indenture relating to the $ 135,000,000 of 10.000% Senior Secured Notes due 2020 and redeem such notes (the "Redemption"), paid a portion of a special $ 5.00 per share cash dividend to Nathan's stockholders of record, with the remaining net proceeds for general corporate purposes, including working capital. The Company also funded the majority of the special dividend of $5.00 per share through its existing cash. The Redemption occurred on November 16, 2017.
 
The 2025 Notes bear interest at 6.625% per annum, payable semi-annually on May 1 st and November 1 st of each year. The Company made its required semi-annual interest payments of $ 4,968,750 on May 1, 2020 and November 1, 2020.
 
The 2025 Notes have no scheduled principal amortization payments prior to its final maturity on November 1, 2025.
 
A summary of certain terms and conditions of the 2025 Notes is as follows (terms not defined shall have the meanings set forth in the Indenture):
 
There are no financial maintenance covenants associated with the 2025 Notes. As of September 27, 2020, Nathan’s was in compliance with all covenants associated with the 2025 Notes.
 
The Indenture contains certain covenants limiting the Company’s ability and the ability of its restricted subsidiaries (as defined in the Indenture) to, subject to certain exceptions and qualifications: (i) incur additional indebtedness; (ii) pay dividends or make other distributions on, redeem or repurchase, capital stock; (iii) make investments or other restricted payments; (iv) create or incur certain liens; (v) incur restrictions on the payment of dividends or other distributions from its restricted subsidiaries; (vi) enter into certain transactions with affiliates; (vii) sell assets; or (viii) effect a consolidation or merger. Certain Restricted Payments which may be made or indebtedness incurred by Nathan’s or its Restricted Subsidiaries may require compliance with the following financial ratios:
 
Fixed Charge Coverage Ratio : the ratio of the Consolidated Cash Flow to the Fixed Charges for the relevant period, currently set at 2.0 to 1.0 in the Indenture. The Fixed Charge Coverage Ratio applies to determining whether additional Restricted Payments may be made, certain additional debt may be incurred and acquisitions may be made.
 
Priority Secured Leverage Ratio : the ratio of (a) Consolidated Net Debt outstanding as of such date that is secured by a Priority Lien to (b) Consolidated Cash Flow of Nathan’s for the Test Period then most recently ended, in each case with such pro forma adjustments as are appropriate; currently set at 0.40 to 1.00 in the Indenture.
 
Secured Leverage Ratio : the ratio of (a) Consolidated Net Debt outstanding as of such date that is secured by a Lien on any property of Nathan’s or any Guarantor to (b) Consolidated Cash Flow of Nathan’s for the Test Period then most recently ended, in each case with such pro forma adjustments as are appropriate. The Secured Leverage Ratio under the Indenture is 3.75 to 1.00 and applies if Nathan’s wants to incur additional debt on the same terms as the 2025 Notes.
 
The Indenture also contains customary events of default, including, among other things, failure to pay interest, failure to comply with agreements related to the Indenture, failure to pay at maturity or acceleration of other indebtedness, failure to pay certain judgments, and certain events of insolvency or bankruptcy. Generally, if any event of default occurs, the Trustee or the holders of at least 25 % in principal amount of the 2025 Notes may declare the 2025 Notes due and payable by providing notice to the Company. In case of default arising from certain events of bankruptcy or insolvency, the 2025 Notes will become immediately due and payable.
 
The 2025 Notes are general senior secured obligations, are fully and unconditionally guaranteed by substantially all of the Company’s wholly-owned subsidiaries and rank pari passu in right of payment with all of the Company’s existing and future indebtedness that is not subordinated, are senior in right of payment to any of the Company’s existing and future subordinated indebtedness, are structurally subordinated to any existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the 2025 Notes, and are effectively junior to all existing and future indebtedness that is secured by assets other than the collateral securing the 2025 Notes.
 
Pursuant to the terms of a collateral trust agreement, the liens securing the 2025 Notes and the guarantees will be contractually subordinated to the liens securing any future credit facility.
 
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The 2025 Notes and the guarantees are the Company and the guarantors’ senior secured obligations and will rank:
 
  ●
senior in right of payment to all of the Company and the guarantors’ future subordinated indebtedness;
     
  ●
effectively senior to all unsecured senior indebtedness to the extent of the value of the collateral securing the 2025 Notes and the guarantees;
     
  ●
pari passu with all of the Company and the guarantors’ other senior indebtedness;
     
  ●
effectively junior to any future credit facility to the extent of the value of the collateral securing any future credit facility and the 2025 Notes and the guarantees and certain other assets;
     
  ●
effectively junior to any of the Company and the guarantors’ existing and future indebtedness that is secured by assets other than the collateral securing the 2025 Notes and the guarantees to the extent of the value of any such assets; and
     
  ●
structurally subordinated to the indebtedness of any of the Company’s current and future subsidiaries that do not guarantee the 2025 Notes.
 
The Company may redeem the 2025 Notes in whole or in part prior to November 1, 2020, at a redemption price of 100 % of the principal amount of the 2025 Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest. An Applicable Premium is the greater of 1 % of the principal amount of the 2025 Notes; or the excess of the present value at such redemption date of (i) the redemption price of the 2025 Notes at November 1, 2020 plus (ii) all required interest payments due on the 2025 Notes through November 1, 2020 ( excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over the then outstanding principal amount of the 2025 Notes.
 
Prior to November 1, 2020, if using the net cash proceeds of certain equity offerings, the Company has the option to redeem up to 35 % of the aggregate principal amount of the 2025 Notes at a redemption price equal to 106.625% of the principal amount of the 2025 Notes redeemed, plus accrued and unpaid interest and any additional interest.
 
On or after November 1, 2020, the Company may redeem some or all of the 2025 Notes at a decreasing premium over time, plus accrued and unpaid interest as follows:
 
    PERCENTAGE
 
YEAR        
On or after November 1, 2020 and prior to November 1, 2021
    103.313 %
On or after November 1, 2021 and prior to November 1, 2022
    101.656 %
On or after November 1, 2022
    100.000 %
 
In certain circumstances involving a change of control, the Company will be required to make an offer to repurchase all or, at the holder’s option, any part, of each holder’s 2025 Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101 % of the aggregate principal amount of 2025 Notes repurchased plus accrued and unpaid interest, to the date of purchase.
 
If the Company sells certain assets and does not use the net proceeds as required, the Company will be required to use such net proceeds to repurchase the 2025 Notes at 100 % of the principal amount thereof, plus accrued and unpaid interest and additional interest penalty, if any, to the date of repurchase.
 
The 2025 Notes may be traded between qualified institutional buyers pursuant to Rule 144A of the Securities Act. We have recorded the 2025 Notes at cost.
 
Effective June 1, 2020, Nathan’s Board of Directors authorized the repurchase of up to $ 10,000,000 of the 2025 Notes by the Company (at a price equal to or less than par) from time to time. There is no set time limit on the repurchases.
 
 
NOTE R – LEASES
 
The Company is party as lessee to various leases for its Company-operated restaurants and lessee/sublessor to one franchised location property, including land and buildings, as well as leases for its corporate office and certain office equipment.
 
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Company as lessee
 
The components of the net lease cost for the thirteen and twenty-six week periods ended September 27, 2020 and September 29, 2019 were as follows (in thousands):
 
    Th irteen weeks
ended
    Thirteen weeks
ended
    T wenty-six weeks
ended
    Twenty-six weeks
ended
 
    September 27 ,
20 20
    September 29,
2019
    September 27 ,
20 20
    September 29,
2019
 
Statement of Earnings
                               
Operating lease cost
  $ 396     $ 278     $ 811     $ 560  
Short term lease cost
    -       4       -       10  
Variable lease cost
    377       537       715       960  
Less: Sublease income, net
    ( 22 )     ( 20 )     ( 22 )     ( 41 )
                                 
Total net lease cost (a)
  $ 751     $ 799     $ 1,504     $ 1,489  
 
  (a)
The thirteen and twenty-six week periods ended September 27, 2020 and September 29, 2019 include $ 614 , net and $ 1,194 , net and $ 669 , net and $ 1,209 , net, respectively, recorded to “Restaurant Operating Expenses” for leases for Company-operated restaurants; $ 159 and $ 332 , and $ 150 and $ 321 , respectively, recorded to “General and administrative expenses” for leases for corporate offices and equipment; and $ 22 and $ 22 , and $ 20 and $ 41 , respectively, recorded to “Other income, net” for leased properties that are leased to franchisees.
 
Cash paid for amounts included in the measurement of lease liabilities were as follows (in thousands):
 
    T hirteen week s
ended
    Thirteen weeks
ended
    T wenty-six week s
ended
    Twenty-six weeks
ended
 
    September 27 ,
20 20
    September 29,
2019
    September 27 ,
20 20
    September 29,
2019
 
                                 
Operating cash flows from operating leases
  $ 202     $ 131     $ 407     $ 291  
 
The weighted average remaining lease term and weighted-average discount rate for operating leases as of September 27, 2020  were as follows:
 
Weighted average remaining lease term (years):
       
Operating leases
    7.7  
         
Weighted average discount rate:
       
Operating leases
    8.883 %
 
Future lease commitments to be paid and received by the Company as of September 27, 2020 were as follows (in thousands):
 
    Payments
    Receipts
         
    Operating Leases
    Subleases
    Net Leases
 
                         
Fiscal year:
                       
2021 (a)
  $ 744     $ 77     $ 667  
2022
    1,837       247       1,590  
2023
    1,849       168       1,681  
2024
    1,774       169       1,605  
2025
    1,678       169       1,509  
Thereafter
    5,474       352       5,122  
Total lease commitments
  $ 13,356     $ 1,182     $ 12,174  
Less: Amount representing interest
    3,648                  
Present value of lease liabilities (b)
  $ 9,708                  
 
  (a)
Represents future lease commitments to be paid and received by the Company for the remainder of the 2021 fiscal year. Amount does not include $ 633   of lease commitments paid and received by the Company for the twenty-six week period ended September 27, 2020.
 
  (b)
The present value of minimum operating lease payments of $ 1,821 and $ 7,887   are included in “Current portion of operating lease liabilities” and “Long-term operating lease liabilities,” respectively.
 
20
 
 
Company as l essor
 
The components of lease income for the thirteen week and twenty-six week periods ended September 27, 2020 and September 29, 2019 were as follows (in thousands):
 
    Thirteen weeks
ended
September 27 ,
20 20
    Thirteen weeks
ended
September 29,
2019
    Twenty-six weeks
ended
September 27 ,
20 20
    Twenty-six weeks
ended
September 29,
2019
 
                                 
Operating lease income, net
  $ 22     $ 20     $ 22     $ 41  
 
 
NOTE S – COMMITMENTS AND CONTINGENCIES
 
1. Commitments 
 
On February 27, 2017, a wholly-owned subsidiary of the Company executed a Guaranty of Lease (the “Brooklyn Guaranty”) in connection with its re-franchising of a restaurant located in Brooklyn, New York. The Company is obligated to make payments under the Brooklyn Guaranty in the event of a default by the tenant/franchisee. The Brooklyn Guaranty has an initial term of 10 years and one 5 -year option and is limited to 24 months of rent for the first three years of the term. For the remainder of the term, the Brooklyn Guaranty is limited to 12 months of rent plus reasonable costs of collection and attorney’s fees. As of September 27, 2020, Nathan’s has recorded a liability of $ 110,000 in connection with the Brooklyn Guaranty which does not include potential percentage rent, real estate tax increases, attorney’s fees and other costs as these amounts are not reasonably determinable at this time. Nathan’s has received a personal guaranty from the franchisee for all obligations under the Brooklyn Guaranty.
 
2. Contingencies
 
The Company and its subsidiaries are from time to time involved in ordinary and routine litigation. Management presently believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, cash flows or results of operations. Nevertheless, litigation is subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include money damages and, in such event, could result in a material adverse impact on the Company’s results of operations for the period in which the ruling occurs.
 
21
 
 
 
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.