Nathan's Famous, Inc. Annual Report 2017

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FY2017 Annual Report · Nathan's Famous, Inc.

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2017 ANNUAL REPOR T

F I N A N C I A L H I G H L I G H T S

(In thousands, except share and per share amounts)

2017

2016

2015

2014

2013

Fiscal Year(1)

S E L EC T E D CO N S O L I DAT E D FI N A N C I A L DATA :
As reported
Total revenues
Income from operations(2)
Net income
Income per share

Basic
Diluted

Weighted average shares used in computing income per share

Basic
Diluted

Supplemental Non-GAAP information(3)
EBITDA(4)
Adjusted EBITDA(5)

$96,652
$26,280
$ 7,485

$100,890
$ 24,963
6,096
$

$99,112
$19,958
$11,703

$79,752
$10,921
$ 8,327

$71,069
$12,118
$ 7,468

$
$

1.79
1.78

$
$

1.38
1.37

$
$

2.61
2.55

$
$

1.87
1.81

$
$

1.70
1.63

4,172
4,206

4,430
4,463

4,486
4,588

4,450
4,605

4,400
4,588

$27,766
$28,348

$ 26,269
$ 27,155

$21,474
$22,497

$14,853
$13,350

$13,532
$14,289

(1) Our fiscal year ends on the last Sunday in March, which results in a 52- or 53-week year. The fiscal years ended March 26, 2017, March 27, 2016, March 29, 2015 and

March 30, 2014 consisted of 52 weeks. The fiscal year ended March 31, 2013 consisted of 53 weeks.

(2) Represents total revenues less (i) cost of sales; (ii) restaurant operating expenses; (iii) general and administrative expenses and (iv) depreciation and amortization.
(3) The Company has provided EBITDA and Adjusted EBITDA that the Company believes will impact the comparability of its results of operations. The Company

believes that EBITDA and Adjusted EBITDA are useful to investors to assist in assessing and understanding the Company’s operating performance and underlying
trends in the Company’s business because EBITDA and Adjusted EBITDA are (i) among the measures used by management in evaluating performance and (ii) are
frequently used by securities analysts, investors and other interested parties as a common performance measure. EBITDA and Adjusted EBITDA are not recognized
terms under US GAAP and should not be viewed as alternatives to net income (loss) or other measures of financial performance or liquidity in conformity with US
GAAP. Additionally, our definitions of EBITDA and Adjusted EBITDA may differ from other companies. Analysis of results and outlook on a non-US GAAP basis should
be used as a complement to, and in conjunction with, data presented in accordance with US GAAP.

(4) EBITDA represents net income adjusted for the reversal of (1) interest expense; (2) provision for income taxes and (3) depreciation and amortization expense.
(5) Adjusted EBITDA represents EBITDA adjusted for the reversal of (1) share-based compensation; (2) amortization of bond premium on available-for-sale securities;

(3) insurance gain in fiscal 2014; and (4) impairment charge on long-term investment in fiscal 2016 and 2014.

CO R P O R AT E P R O FI L E
One hundred years ago, Nathan’s began as a nickel hot dog stand on Coney Island in 1916 and, over the past century, has become
a much-loved “New York institution” that has evolved into a highly recognized brand throughout the United States and the world.

Through our innovative points-of-distribution strategies, Nathan’s products are marketed within our restaurant system and
throughout a broad spectrum of other food-service and retail environments. Our programs provide for the sale of Nathan’s World
Famous Beef Hot Dogs, crinkle-cut French fries and other famous favorites to retail and food-service locations nationwide and
within sixteen foreign territories and countries. In total, Nathan’s products are marketed for sale in approximately 57,000 locations,
including supermarkets, mass merchandisers and club stores throughout the United States. Last year, over 600 million Nathan’s
Famous hot dogs were sold.

Successful market penetration of our highly-recognized valued brand and products, through a wide variety of distribution channels,
continues to provide new and exciting growth opportunities.

TOTAL REVENUES

INCOME FROM OPERATIONS (2)

ADJUSTED EBITDA (5)

($ IN MILLIONS)

( $ IN M ILLIO NS)

$99.1

$100.9

$96.7

$79.8

$71.1

$26.3

$25.0

$20.0

$27.2

$28.3

$22.5

$12.1

$10.9

$14.3

$13.4

20 13

20 14

2015

2016

2017

2013

201 4

201 5

201 6

201 7

201 3

201 4

201 5

201 6

2017

SHAREHOLDER ’S LE T TER

Fiscal 2017 was another exciting and strong year for Nathan’s
Famous, as we celebrated our 100th Anniversary and achieved
the highest level of operating income in our history.

Our primary objective continues to be to increase the number
and types of distribution points for Nathan’s Famous products.
This strategy drove our success the last several years and
transformed Nathan’s Famous from a regional quick service
restaurant concept to an internationally-recognized brand
with a wide variety of quality products sold throughout varied
channels of distribution. Today, Nathan’s Famous products
are marketed for sale at approximately 57,000 food service
and retail locations throughout all 50 States, the District of
Columbia, Puerto Rico, Guam, the U.S. Virgin Islands and
13 foreign countries. Through all channels of distribution,
over 600 million Nathan’s World Famous Beef Hot Dogs were
sold during fiscal 2017.

FI N A N C I A L R E S U LT S
Overall, our fiscal 2017 financial results were solid. Income
from operations increased 5.3% to $26,280,000 and adjusted
EBITDA increased 4.4% to $28,248,000. Net income increased
22.8% to $7,484,000 and earnings per share increased 29.9%
to $1.78.

Product Licensing
Our licensing program, which consists primarily of the sale of
Nathan’s Famous branded consumer packaged goods through
supermarkets, club stores and mass merchandisers, is the
largest part of our business, both from the perspective of
profit contribution and points of distribution. Overall, license
royalties during fiscal 2017 increased 2.8% to $20,368,000.

Our most significant licensed product line is our portfolio of
consumer packaged Nathan’s Famous hot dog products,
which is covered by our license agreement with John Morrell
& Co. In fiscal 2017, royalties earned under this agreement
exceeded $17 Million for the first time, a three-fold increase
in royalties from this group of products since they were tran-
sitioned to John Morrell & Co. in fiscal 2015. During fiscal
2017, unit volume increased by 7.3% due to organic growth
and more effective promotional strategies.

Other licenses in our licensing program include licenses to
sell at retail Nathan’s Famous Crinkle Cut French Fries,
Nathan’s Famous Beer Batter Onion Rings, specialty salty
snacks, mustards, pickles, franks ’n blankets and mini bagel
dogs. Additionally, we have a licensing program with John
Morrell where bulk Nathan’s Famous hot dogs are sold in
specific food service environments, including cafes located
in approximately 570 Sam’s Clubs.

The Branded Products Program
The Branded Products Program is our foodservice sales
program which features the bulk sale of our World Famous
Beef Hot Dogs to the food service industry. Today, our
products are sold through the Branded Products Program
at over 14,000 points of distribution, to include several large
national and regional restaurant, movie theater and conve-
nience store chains, as well as thousands of other locations
including ballparks, arenas, amusement parks, college

the United States in advance of the July 4th contest. The
main event on July 4th in Coney Island featured a dominant
comeback by the great Joey Chestnut, who won his 9th title
by eating a Contest record 70 hot dogs in 10 minutes, after
being upset by Matt Stonie the prior year. More than 40,000
spectators joined us in Coney Island for the contest, with
millions more watching on ESPN.

Additionally, through our relationship with John Morrell, a
number of other significant promotions, sweepstakes, social
and digital ad campaigns and mobile events were conducted
throughout the year in association with our retail products.
Many of these activities are conducted with major retailer
tie-ins and all of them focus on consumer engagement to
create and reinforce brand affinity.

The Nathan’s Famous brand also continues to derive signifi-
cant marketing benefits from our sports stadium sponsorship
arrangements. We are proud to have our brand and certain
signature products featured at all home games of the New
York Yankees, New York Mets, New York Giants, New York
Jets, Brooklyn Nets, New Jersey Devils, St. Louis Cardinals
and Dallas Cowboys. In fiscal 2018, we look forward to
becoming the first Official Hot Dog in Major League
Baseball history.

S T R AT EG I C D E V E LO P M E N T
During fiscal 2017, we continued to execute our brand mar-
keting and points-of-distribution strategy. As a result, we
believe that the prominence of the Nathan’s Famous brand
and the presentation of Nathan’s Famous products are greater
today than ever before. We intend to continue to devote our
energies and resources to this successful strategy.

I N CO N C LU S I O N
Our focused strategies, creative approaches, and ever-
expanding opportunities should afford us with the ability to
continue to expose the Nathan’s Famous brand and advance
the sale of Nathan’s Famous products through a broad variety
of environments and distribution channels. As we seek to
continue to expand and pursue profitable, new opportunities,
we will retain our steadfast commitment to quality and
endeavor to serve our shareholders responsibly. We remain
extremely appreciative of your continued support.

E R I C G ATO F F

Chief Executive Officer

campuses, hospitals, casinos, resorts and school systems.
We now do business with all of the major foodservice distrib-
utors in the United States, including SYSCO, US Foodservice,
PFG and McLane, as well as many regional distributors.

In fiscal 2017, the Branded Products Program achieved record
profit of approximately $10.3 Million, an increase of 22.2%,
and was, for the second year in a row, the largest contributor
to the company’s overall improvement in operating income.

Restaurant Operations
Revenues from Restaurant Operations declined 7.4% to
$20,110,000. The vast majority of the decline was realized
at our two company-owned stores in Coney Island, where
unfavorable weather conditions in July and August hurt our
operations, which are dependent on beach traffic during the
summer, particularly compared to fiscal 2016, which was a
record year for our Coney Island restaurants. Our franchise
system achieved a slight increase in revenues from the prior
year. We opened 53 new units during the year, including 26
BMP units and 20 international units.

In fiscal 2016, we began franchising mobile units in New York
City. These mobile units are completely unlike typical street
vending carts of the past. They are great looking, capable of
cooking and serving our core menu items using the correct
cooking platforms, and present what we believe to be attrac-
tive investments to operators. During fiscal 2017, we opened
another 16 mobile units in New York City, bringing our total
to 21, and expect that number to grow close to 50 over the
next several years. Additionally, we are excited about the
prospect of taking this mobile cart program to other cities.

B R A N D M A R K E T I N G
To celebrate our 100th Anniversary, we conducted various
marketing and promotional activities throughout the year in
all lines of our business. The pinnacle of those activities was
on May 28, 2016 at our original restaurant in Coney Island,
where we rolled the price of a hot dog back to 5 cents—the
same price charged by Nathan Handwerker when he opened
the store for business in 1916. The promotion was a great
success, as thousands of people stood in line for hours to get
The Original hot dog at the original price. We were visited
by New York City Mayor DeBlasio, who issued a proclama-
tion declaring the day “Nathan’s Famous Day” in honor of
our anniversary.

We concluded our anniversary celebration with another event
on September 2, 2016 at Grand Central Station in New York
City. Using a symbolic 1,916 hot dogs, we set a new Guinness
World Record for the longest continuous line of hot dogs—
958 feet!

Of course, the centerpiece of our marketing efforts continues
to be the Nathan’s Famous July 4th International Hot Dog
Eating Contest, which is now firmly entrenched in America’s
Independence Day celebrations. As has been the case during
each of the last several years, we conducted several prelimi-
nary qualifying contests at high profile locations throughout

2 0 1 7 F O R M 1 0 - K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 26, 2017
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to__________

Commission File No. 0-3189

NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

11-3166443

(I.R.S. Employer Identification No.)

One Jericho Plaza, Jericho, New York
(Address of principal executive offices)

11753
(Zip Code)

Registrant’s telephone number, including area code:

516-338-8500

Securities registered pursuant to Section 12(b) of the Act:

Common Stock – par value $.01
(Title of class)

Nasdaq Global Market
Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __ No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes X No __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.[X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check One):

Large accelerated filer
Non-accelerated filer

(Do not check if a smaller reporting company)

Accelerated filer

Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ___

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the
registrant’s most recently completed second fiscal quarter – September 25, 2016 - was approximately $143,198,000, which value, solely for the purposes of
this calculation excludes shares held by the registrant’s officers and directors. Such exclusion shall not be deemed a determination by registrant that all such
individuals are, in fact, affiliates of the registrant.

As of June 6, 2017, there were outstanding 4,179,050 shares of Common Stock, par value $.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE– The information required by Part III, Items 10, 11, 12 and 13 is incorporated by reference from
the registrant’s definitive proxy statement for the 2017 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A of the Securities Exchange
Act of 1934.

PART I

TABLE OF CONTENTS

Item 1
Business. ....................................................................................................................................................
Item 1A Risk Factors. ..............................................................................................................................................
Item 1B Unresolved Staff Comments. .....................................................................................................................
Properties. ..................................................................................................................................................
Item 2
Item 3
Legal Proceedings. .....................................................................................................................................
Item 4 Mine Safety Disclosures. ...........................................................................................................................

PART II

Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities. ...................................................................................................................................................
Selected Financial Data. .............................................................................................................................
Item 6
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. ....................
Item 7A Quantitative and Qualitative Disclosures About Market Risk. ..................................................................
Financial Statements and Supplementary Data. .........................................................................................
Item 8
Item 9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. ...................
Item 9A Controls and Procedures. ...........................................................................................................................
Item 9B Other Information. .....................................................................................................................................

PART III

Item 10. Directors, Executive Officers and Corporate Governance. ........................................................................
Item 11. Executive Compensation. ...........................................................................................................................
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. ..
Item 13. Certain Relationships and Related Transactions, and Director Independence. ..........................................
Item 14. Principal Accountant Fees and Services. ...................................................................................................

PART IV

Page

1
16
31
32
32
32

33
36
39
54
55
55
56
56

58
58
58
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59

Item 15. Exhibits and Financial Statement Schedules. .............................................................................................
Item 16. Form 10-K Summary .................................................................................................................................

60
62

Signatures

Index to Financial Statements and Financial Statement Schedule ........................................................................ F-1

PART I

Forward-Looking Statements

This Form 10-K contains “forward-looking statements” that involve risks and uncertainties. You can identify forward-
looking statements because they contain words such as “believes”, “expects”, “projects”, “may”, “would”, “should”, “seeks”,
“approximately”, “intends”, “plans”, “estimates”, “anticipates” or similar expressions that relate to our strategy, plans or intentions.
All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and
financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our
senior management, from time to time make forward-looking public statements concerning our expected future operations and
performance and other developments. These forward-looking statements are subject to known and unknown risks, uncertainties and
other factors that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We
derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed
assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of
known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking
statements contained in this Form 10-K are based upon information available to us on the date of this Form 10-K.

Item 1.

Business.

As used herein, unless we otherwise specify, the terms “we,” “us,” “our,” “Nathan’s,” “Nathan’s Famous” and the
“Company” mean Nathan’s Famous, Inc. and its subsidiaries, including NF Treacher’s Corp. References to the fiscal 2017 period
mean the fiscal year ended March 26, 2017 and references to the fiscal 2016 period mean the fiscal year ended March 27, 2016. In
addition, references to the Notes or the Senior Secured Notes refer to the $135,000,000 10.000% Senior Secured Notes due 2020.

We are a leading branded licensor, wholesaler and retailer of products marketed under our Nathan’s Famous brand,
including our popular Nathan’s World Famous Beef Hot Dogs. What began as a nickel hot dog stand on Coney Island in 1916 has
evolved into a highly recognized brand throughout the United States and the world. Our innovative business model seeks to
maximize the points of distribution for and the consumption of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries
and our other products across a wide-range of grocery retail and foodservice formats. Our products are currently marketed for sale
in approximately 57,000 locations, including supermarkets, mass merchandisers and club stores, selected foodservice locations and
our Company-owned and franchised restaurants throughout the United States and in sixteen foreign territories and countries. The
Company considers itself to be in the foodservice industry, and has pursued co-branding initiatives. Our major channels of
distribution are as follows:

(cid:404) Operating quick-service restaurants featuring Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries, and
a variety of other menu offerings, which operate under the name “Nathan’s Famous,” the name first used at our
original Coney Island restaurant which opened in 1916.

(cid:404) Our franchised restaurant operations are comprised predominately of our Nathan’s Famous concept, which features
a menu consisting of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries and beverages as well as other
items. We earn royalties on restaurant sales at these franchise locations. In addition to our traditional franchised
restaurants, we enable approved foodservice operators to offer a Nathan’s Famous menu of Nathan’s World Famous
Beef Hot Dogs, crinkle-cut French fries, proprietary toppings and a limited menu of other Nathan’s products through
our Branded Menu Program (“BMP”). We earn royalties on Nathan’s products purchased by our BMP franchise
operators.

(cid:404) The Branded Product Program (“BPP”) provides foodservice operators in a variety of venues the opportunity to
capitalize on our Nathan’s Famous brand by marketing and selling certain Nathan’s Famous hot dog products. We
believe that the program has broad appeal to foodservice operators due to its flexibility to deliver our products to a
wide variety of distribution channels. In conjunction with the program, operators are granted a limited use of the
Nathan’s Famous trademark, as well as Nathan’s point of purchase materials. Unlike our licensing and franchise
programs, we do not generate revenue from royalties, but rather by selling our hot dog products either directly to
foodservice operators or to various foodservice distributors who resell the products to foodservice operators.

(cid:404) Our licensing program contracts with certain third parties to manufacture, distribute, market and sell 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. As of March
26, 2017, packaged Nathan’s World Famous Beef Hot Dogs continued to be sold in approximately 43,000
supermarkets, mass merchandisers and club stores including Kroger, Publix, ShopRite, Walmart, Target, Sam’s Club,
Costco and BJ’s Wholesale Club located in 50 states. We earn revenue through royalties on products sold by our
licensees.

We also own, through our subsidiary NF Treacher’s Corp., the Arthur Treacher’s brand and trademarks. We use the
Arthur Treacher’s brand, products and trademarks as a branded seafood menu-line extension for inclusion in certain Nathan’s
Famous restaurants. Currently, we operate eight Arthur Treacher’s BMP locations, including our first mobile cart that opened
on March 25, 2017.

Our brand is widely recognized by virtue of our long history and broad geographic footprint, which allows us to
enjoy high consumer awareness in the United States and abroad and allows us the ability to grow in markets and channels
where the brand is known but has not yet achieved optimal market penetration. We believe that our highly visible brand and
reputation for high quality products have allowed us to expand our food offerings beyond our signature hot dogs and
command a price premium across our portfolio of products. Over time, we have expanded menu options so that our Company-
owned restaurants and franchisees can supplement their core menu of Nathan’s World Famous Beef Hot Dogs, crinkle-cut
French fries and beverages with a variety of other quality menu choices. We have also developed a portfolio of licensed
products for sale at retail and grocery locations. We seek to maintain the same quality standard with each of our supplemental
menu items and licensed products as we do with our core hot dog and French fries menu. We intend to continue to leverage
our highly recognized global brand and iconic products to introduce new products into our existing distribution network,
open new points of distribution and grow our overall sales. We believe that there is great potential to increase our sales by
converting existing sales of non-branded products to Nathan’s branded products throughout the foodservice industry.

In recent years, our primary focus has been to expand the market penetration of the Nathan’s Famous brand.
Specifically, we have sought to increase the number of points of brand representation and grow product sales throughout our
various channels of distribution. In this regard, we have concentrated our efforts on:

(cid:404)

expanding the number of foodservice locations and distributors participating in the Nathan’s Famous Branded
Product Program;

expanding the number of domestic franchised Nathan’s Famous restaurant units through the opening of new
and innovative types of locations, including the Branded Menu Program, as well as continuing to develop master
franchising programs in foreign countries;

expanding our licensing programs for packaged Nathan’s Famous products through new product introductions
and geographic expansion; and

continuing to profitably operate our iconic Company-owned restaurants, and opportunistically invest in
Company-owned restaurant expansion.

As a result of our efforts to expand the Nathan’s Famous brand, as of March 26, 2017:

(cid:404) our Nathan’s Famous restaurant system consisted of 279 franchised units and five Company-owned units

(including one seasonal unit) located in 19 states and 12 foreign countries;

(cid:404) our Nathan’s Famous Branded Product Program distributes our Nathan’s World Famous Beef Hot Dogs
throughout all 50 states, the District of Columbia, Puerto Rico, Canada, the US Virgin Islands, Guam and
Mexico;

(cid:404) Nathan’s Famous packaged hot dogs and other products were offered for sale within approximately 43,000

supermarkets and club stores in 50 states.

Our revenues are generated primarily from sales of products sold through our Branded Product Program and within
our Company-owned restaurants, as well as royalties from our retail licensing activities and the royalties, fees and other sums
we earn from our restaurant franchising activities.

We plan to expand the scope and market penetration of our Branded Product and Branded Menu Programs, further
develop the restaurant operations of existing Nathan’s Famous franchised and Company-owned outlets, open new Nathan’s
Famous franchised outlets in traditional or captive market environments and expand the Nathan’s Famous retail licensing
programs. We also plan to further expand our international presence through our franchise, and retail licensing programs. We
may also selectively consider opening new Company-owned restaurants.

We were incorporated in Delaware on July 10, 1992 under the name “Nathan’s Famous Holding Corporation” to
act as the parent of a Delaware corporation then-known as Nathan’s Famous, Inc. On December 15, 1992, we changed our
name to Nathan’s Famous, Inc., and our Delaware subsidiary changed its name to Nathan’s Famous Operating Corp. The
Delaware subsidiary was organized in October 1989 in connection with its re-incorporation in Delaware from that of a New
York corporation named “Nathan’s Famous, Inc.” The New York Nathan’s was incorporated on July 10, 1925, as a successor
to the sole-proprietorship that opened the first Nathan’s restaurant in Coney Island in 1916. On July 23, 1987, Equicor Group,
Ltd. merged with and into the New York Nathan’s in a “going private” transaction. The New York Nathan’s, the Delaware
subsidiary and Equicor may all be deemed to be our predecessors.

Restaurant Operations

Currently, our restaurant operations are comprised predominantly of Nathan’s Famous restaurants, which have been

co-branded with Arthur Treacher’s and Kenny Rogers Roasters menu items in 41 and 16 units, respectively.

Nathan’s Famous Concept and Menus

Our Nathan’s Famous concept is scalable, offering a wide range of facility designs and sizes, suitable to a vast
variety of locations, featuring a core menu consisting of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries
and beverages. Nathan’s menu is designed to take advantage of site-specific market opportunities by adding complementary
food items to the core menu. The Nathan’s concept is suitable to stand-alone or can be co-branded with other nationally
recognized brands.

Nathan’s World Famous Beef Hot Dogs are flavored with its secret blend of spices provided by Ida Handwerker in
1916, which historically have distinguished Nathan’s World Famous Beef Hot Dogs. Our hot dogs are prepared and served
in accordance with procedures which have not varied significantly since our inception over 100 years ago in our Company-
owned and franchised restaurants. Our signature crinkle-cut French fries, cooked in 100% trans-fat-free oil, are featured at
each Nathan’s restaurant. We believe the majority of sales in our Company-owned units consist of Nathan’s World Famous
Beef Hot Dogs, crinkle-cut French fries and beverages.

Individual Nathan’s restaurants supplement their core menu of Nathan’s World Famous Beef Hot Dogs, crinkle-cut
French fries and beverages with a variety of other quality menu choices including: char-grilled hamburgers, crispy chicken
tenders, crispy chicken and char-grilled chicken sandwiches, Philly cheese steaks, selected seafood items, a breakfast menu
and assorted desserts and snacks. We use the Arthur Treacher’s brand, products and trademarks as a branded seafood menu-
line extension for inclusion in certain Nathan’s Famous restaurants. While the number of supplemental menu items carried
varies with the size of the unit, the specific supplemental menus chosen are tailored to local food preferences and market
conditions. Each supplemental menu option consists of a number of variations; for example, the hamburger menu may include
char-grilled bacon cheeseburgers, double-burgers and super cheeseburgers. We seek to maintain the same quality standard
with each of Nathan’s supplemental menus as we do with Nathans’ core hot dog and French fries menu. Thus, for example,
hamburgers and sandwiches are prepared to order and not pre-wrapped or kept warm under lights. Nathan’s also has a “Kids
Meal” program in which various menu alternatives are combined with toys designed to appeal to the children’s market. Soft
drinks, iced tea, coffee and old fashioned lemonade and orangeade are also offered. The Company continually evaluates new
products. In the course of its evaluations, the Company seeks to respond to changing consumer trends, including a trend
toward perceived “healthier” products. In addition to its well-established, signature products, the Company offers for sale in
many of its restaurants up to seven chicken products, six fish products, and five salad and soup products.

Nathan’s restaurant designs are available in a range of sizes from 300 to 4,000 square feet. We have also developed
various Nathan’s carts, kiosks, mobile food carts, trucks and modular units. Our smaller units may not have customer seating
areas, although they may often share seating areas with other fast food or quick service outlets in food court settings. Other
units generally provide seating for 45 to 125 customers. Carts, trucks, kiosks and modular units generally carry only the core
menu. This menu is supplemented by a number of other menu selections in our other restaurant types.

We believe that Nathan’s carts, kiosks, modular units and food court designs are particularly well-suited for
placement in non-traditional sites, such as airports, travel plazas, stadiums, schools, convenience stores, entertainment
facilities, military facilities, business and industry foodservice, within larger retail operations and other captive markets.
Many of these settings may also be appropriate for our expanding Branded Menu Program or Branded Product Program. All
of these units feature the Nathan’s logo and utilize a contemporary design.

Kenny Rogers Roasters

We have the right to use the Kenny Rogers Roasters trademarks for the continued sale of the Kenny Rogers Roasters
products in the Nathan’s Famous restaurants existing at April 23, 2008, where the Kenny Rogers products had already been
introduced.

Franchise Operations

At March 26, 2017, our Nathan’s franchise system, including our Branded Menu Program, consisted of 279 units

operating in 19 states and 12 foreign countries.

Our franchise system includes among its 139 franchisees such well-known companies as HMS Host, Compass
Group USA, Inc., Gourmet Dining Services, Inc., CulinArt, National Amusements, Inc., Hershey Entertainment & Resorts
Company, and Bruster’s Real Ice Cream. We continue to market our franchising programs to larger, experienced and
successful operators with the financial and business capability to develop multiple franchise units, as well as to individual
owner-operators with evidence of restaurant management experience, net worth and sufficient capital.

During our fiscal year ended March 26, 2017, no single franchisee accounted for over 10% of our consolidated
revenue. At March 26, 2017, HMS Host operated 13 franchised outlets, including two units at airports, 10 units within
highway travel plazas and one unit within a mall. Additionally, at March 26, 2017, HMS Host operated 47 locations featuring
Nathan’s products pursuant to our Branded Product Program. At March 26, 2017, there were also six Kmart locations and 20
Bruster’s Real Ice Cream shops selling Nathan’s products under our Branded Menu Program.

Nathan’s Standard Franchise Program

Franchisees are required to execute a standard franchise agreement prior to opening each Nathan’s Famous unit.
Our current standard Nathan’s Famous franchise agreement provides for, among other things, a one-time $30,000 franchise
fee payable upon execution of the agreement, a monthly royalty payment based on 5.5% of restaurant sales and the
expenditure of up to 2.0% of restaurant sales on advertising. We may offer alternatives to the standard franchise agreement,
having to do with franchise royalties, fees or advertising requirements. The initial term of the typical franchise agreement is
20 years, with a 15-year renewal option by the franchisee, subject to conditions contained in the franchise agreement.

Franchisees are approved on the basis of their business background, evidence of restaurant management experience,

net worth and capital available for investment in relation to the proposed scope of the development agreement.

We provide numerous support services to our Nathan’s Famous franchisees. We assist in and approve all site
selections. Thereafter, we provide architectural plans suitable for restaurants of varying sizes and configurations for use in
food court, in-line and free standing locations. We also assist in establishing building design specifications, reviewing
construction compliance, equipping the restaurant and providing appropriate menus to coordinate with the restaurant design
and location selected by the franchisee. We typically do not sell food, equipment or supplies to our standard franchisees.

We offer various management-training courses for management personnel of Company-owned and franchised
Nathan’s Famous restaurants. A restaurant manager from each restaurant must successfully complete our mandated
management-training program. We also offer additional operations and general management training courses for all
restaurant managers and other managers with supervisory responsibilities. We provide standard manuals to each franchisee
covering training and operations, products and equipment and local marketing programs. We also provide ongoing advice
and assistance to franchisees. We meet with our franchisees to discuss upcoming marketing events, menu development and
other topics, each of which is designed to provide individual restaurant and system-wide benefits.

Franchised restaurants are required to be operated in accordance with uniform operating standards and specifications
relating to the selection, quality and preparation of menu items, signage, decor, equipment, uniforms, suppliers, maintenance
and cleanliness of premises and customer service. All standards and specifications are developed by us to be applied on a
system-wide basis. We regularly monitor franchisee operations and inspect restaurants. Franchisees are required to furnish
us with monthly sales or operating reports which assist us in monitoring the franchisee’s compliance with its franchise
agreement. We make both announced and unannounced inspections of restaurants to ensure that our practices and procedures
are followed. We have the right to terminate a franchise if a franchisee does not operate and maintain a restaurant in
accordance with the requirements of its franchise agreement, including for non-payment of royalties, sale of unauthorized
products, bankruptcy or conviction of a felony. During the fiscal 2017 period, franchisees opened 53 new Nathan’s Famous
franchised units in the United States (including 26 Branded Menu Program units), and 20 units internationally.

A franchisee who desires to open multiple units in a specific territory within the United States may enter into an
area development agreement under which we would expect to receive an area development fee based upon the number of
proposed units which the franchisee is authorized to open. With respect to our international development, we generally grant
exclusive territorial rights in foreign countries for the development of Nathan’s units based upon compliance with a
predetermined development schedule. Additionally, we may further grant exclusive manufacturing and distribution rights in
foreign countries, and we may require an exclusivity fee to be conveyed for such exclusive rights.

Nathan’s Branded Menu Program

Our Nathan’s Famous Branded Menu Program enables qualified foodservice operators to offer a Nathan’s Famous
menu of Nathan’s World Famous Beef Hot Dogs, crinkle-cut French fries, proprietary toppings, and a limited menu of other
Nathan’s products. Under the Branded Menu Program, the operator may use the Nathan’s Famous trademarks on signage
and as part of its menu boards. Additionally, the operator may use Nathan’s Famous paper goods and point of sale marketing
materials. Nathan’s also provides architectural and design services, training and operation manuals in conjunction with this
program. The operator provides Nathan’s with a fee and is required to sign a 10-year agreement. Nathan’s does not collect a
royalty based on the operator’s sales and the operator is not required to report sales to Nathan’s as required by the standard
franchise arrangements. Instead, the Branded Menu Program operator is required to purchase products from Nathan’s
approved distributors; we earn our royalties from such purchases.

As of March 26, 2017, the Nathan’s Branded Menu Program was comprised of 106 outlets, which included 20
Nathan’s Famous Branded Products within Bruster’s Real Ice Cream shops, a premium ice cream franchisor headquartered
in Western Pennsylvania and six locations operating within K-Mart.

Arthur Treacher’s

Arthur Treacher’s Fish-n-Chips, Inc. was originally founded in 1969. Arthur Treacher’s main product is its “Original
Fish-n-Chips,” consisting of fish fillets coated with a special batter prepared under a proprietary formula, deep-fried golden
brown, and served with English-style chips and corn meal “hush puppies.” Full menu restaurants emphasize the preparation
and sale of batter-dipped fried seafood and chicken dishes served in a quick-service environment.

We are the sole owner of all rights to the Arthur Treacher’s brand and the exclusive franchisor of the Arthur
Treacher’s restaurant system (subject to a limited license granted to PAT Franchise Systems, Inc. (“PFSI”)) in Indiana,
Michigan, Ohio, and Pennsylvania, (“the PFSI Markets”). Pursuant to the license, PFSI has no obligation to pay fees or
royalties to us in connection with its use of the Arthur Treacher’s intellectual property within the PFSI Markets. As a result
of PFSI’s failure to satisfy the Development Schedules for each of the territories, all future development rights have reverted
to Nathan’s.

As of March 26, 2017, Arthur Treacher’s, as a co-brand, was included within 41 Nathan’s Famous restaurants. Our
primary intention was to continue including co-branded Arthur Treacher’s operations within our Nathan’s Famous restaurants
and explore alternative distribution channels for Arthur Treacher’s products. We may seek to expand the opportunity for an
Arthur Treacher’s Branded Menu Program in the future. Currently we operate eight Arthur Treacher’s BMP locations
including our first mobile cart that opened on March 25, 2017.

Kenny Rogers Roasters

Company-owned Nathan’s Restaurant Operations

As of March 26, 2017, we operated five Company-owned Nathan’s units, including one seasonal location, in New
York. Since 2012, we have invested significantly in our Company-owned restaurants. In March 2012, we relocated our
seasonal Coney Island Boardwalk restaurant to a more prominent location. Our Coney Island flagship location was rebuilt
and re-opened on May 20, 2013 after suffering severe damage as a result of Superstorm Sandy on October 29, 2012. Our
Yonkers location was down-sized, relocated and re-opened on November 18, 2013 pursuant to its new lease, and our
Oceanside restaurant was also relocated and downsized and re-opened on March 25, 2015, after being closed for
approximately three months for development. Four of our Company-owned restaurants range in size from approximately
2,650 square feet to 10,000 square feet and have seating to accommodate between 60 and 125 customers. These restaurants
are open seven days a week on a year-round basis and are designed to appeal to consumers of all ages. We have established
high standards for food quality, cleanliness, and service at our restaurants and regularly monitor the operations of our
restaurants to ensure adherence to these standards.

Three of our Company-owned restaurants have contemporary service areas, seating, signage, and general decor. Our

Coney Island restaurant, which first opened in 1916, remains unique in its presentation and operations.

Our Company-owned restaurants typically carry a broader selection of menu items than our franchise restaurants
and generally attain sales levels higher than the average of our newer franchise restaurants. The items offered at the Company-
owned restaurants, other than the core menu, tend to have lower margins than the core menu.

International Development

As of March 26, 2017, Nathan’s Famous franchisees operated 59 units in 12 foreign countries. During the fiscal
2017 period we opened 20 new units internationally, including our first four units in Kyrgyzstan, two units in Kazakhstan
and one unit in the Philippines pursuant to new development agreements. Additionally, we opened five units in Russia, four
units in Australia, two units in Panama, one unit in Malaysia, and one unit in Turkey pursuant to existing development
agreements.

We will seek to continue granting exclusive territorial rights for franchising and for the manufacturing and
distribution rights in foreign countries, and we expect to require that an exclusivity fee be conveyed for these rights. We plan
to develop the restaurant franchising system internationally through the use of master franchising agreements based upon
individual or combined use of our existing restaurant concepts and for the distribution of Nathan’s products.

Following is a summary of our international operations for the fiscal years ended March 26, 2017, March 27, 2016

and March 29, 2015: See Item 1A-“Risk Factors.”

Total revenue............................................................................................ $
Gross profit (a) ......................................................................................... $

March 26,
2017
6,186,000 $
2,591,000 $

March 27,

March 29,

2016
5,235,000 $
1,655,000 $

2015
3,430,000
1,186,000

(a) Gross profit represents the difference between revenue and cost of sales.

Location Summary

The following table shows the number of our Company-owned and franchised units in operation at March 26, 2017

and their geographical distribution:

Domestic Locations
Arizona ............................................................................
California ........................................................................
Connecticut .....................................................................
Florida .............................................................................
Georgia ............................................................................
Illinois .............................................................................
Kentucky .........................................................................
Maryland .........................................................................
Massachusetts..................................................................
Missouri ..........................................................................
Nevada ............................................................................
New Jersey ......................................................................
New York ........................................................................
North Carolina .................................................................
Ohio ................................................................................
Pennsylvania ...................................................................
Rhode Island ...................................................................
South Carolina .................................................................
Texas ...............................................................................
Domestic Subtotal ...........................................................

Company
-
-
-
-
-
-
-
-
-
-
-
-
5
-
-
-
-
-
-
5

Franchise (1)

Total (1)

1
1
4
21
10
1
2
3
7
1
13
31
98
1
3
11
2
8
2
220

1
1
4
21
10
1
2
3
7
1
13
31
103
1
3
11
2
8
2
225

International Locations

Company

Franchise (1)

Total (1)

Australia .......................................................................
Dominican Republic.....................................................
Egypt ............................................................................
Jamaica .........................................................................
Kazahkstan ...................................................................
Kuwait ..........................................................................
Kyrgyzstan ...................................................................
Malaysia .......................................................................
Panama .........................................................................
Philippines....................................................................
Russia ...........................................................................
Turkey ..........................................................................
International Subtotal ...................................................
Grand Total ..................................................................

-
-
-
-
-
-
-
-
-
-
-
-
-
5

6
6
1
2
2
9
4
4
4
1
19
1
59
279

6
6
1
2
2
9
4
4
4
1
19
1
59
284

(1)

Amounts include 106 units operated pursuant to our Nathan’s and Arthur Treacher’s Branded Menu Programs. Units
operating pursuant to our Branded Product Program are excluded.

Branded Product Program

Through the Branded Product Program, Nathan’s provides qualified foodservice operators in a variety of venues the
opportunity to capitalize on Nathan’s valued brand by marketing and selling primarily Nathan’s Famous hot dog products.
We believe that the program is unique in its flexibility and broad appeal. Hot dogs are offered in a variety of sizes and
additional specialty products are available to satisfy consumer needs. In conjunction with the program, the operators are
granted a limited use of the Nathan’s Famous trademark, as well as Nathan’s point of purchase materials. We earn income
by selling our products either directly to the end users or to various foodservice distributors who resell the products to specific
operators.

As of March 26, 2017, the Branded Product Program distributed product in all 50 states, the District of Columbia,
Puerto Rico, Canada, the U.S. Virgin Islands, Guam and Mexico. During the fiscal 2017 period, we continued to open many
new locations offering Nathan’s branded products. Today, Nathan’s World Famous Beef Hot Dogs are being offered in
national restaurant chains such as Auntie Anne’s and Hot Dog On A Stick, national movie theater chains such as Regal
Entertainment and National Amusements, casino hotels such as Foxwoods Casino in Connecticut, the Grand Casino in
Minnesota and convenience store chains such as Race Trac, Holiday Station stores, and the Cinemex movie chain in Mexico.
The Branded Products Program also continued its representation in professional sports arenas with Nathan’s World Famous
Beef Hot Dogs now being served in stadiums and arenas that host the New York Yankees, New York Mets, Brooklyn Nets,
New York Islanders, Dallas Cowboys and Miami Marlins.

Additionally, our products are offered in numerous other foodservice operations including cafeterias, snack bars and
vending machines located in many different types of foodservice outlets and venues, including airports, highway travel
plazas, colleges and universities, gas and convenience stores, military installations and Veteran’s Administration hospitals
throughout the country.

Nathan’s expects to continue to seek out and evaluate a variety of alternative environments designed to maximize

the value of our Branded Product Program.

Expansion Program

We expect that our retail licensing program will continue to grow centered around our licensing program with John
Morrell & Co. John Morrell brings superior sales and marketing resources to our brand through its national scale, broad
distribution platform, strong retail relationships and research and development infrastructure capable of developing and
introducing attractive new products. As a result of our partnership with John Morrell, we expect Nathan’s Famous products
to further penetrate the grocery, mass merchandising and club channels by expanding points of distribution in targeted,
underpenetrated regions and through the development of new products. John Morrell expects to leverage this relationship
with continued full-scale marketing efforts, both inside and outside of stores, highlighted by exciting customer events and
brand representation and support at numerous Hot Dog Eating Contest Qualifying Events. Nathan’s through its relationship
with John Morrell & Co. has been named the official hot dog of Major League Baseball for the 2017 and 2018 seasons.
Additionally, John Morrell & Co. will continue its mobile marketing tour throughout the year, whereby merchandising trucks
will continue visiting numerous supermarkets and community events throughout the country, and select Hot Dog Eating
Contests to bring the Nathan’s / Coney Island experience to new markets, emphasizing our relationship with Major League
Baseball.

We expect to continue the growth of our Branded Product Program through the addition of new points of sale. We
believe that the flexible design of the Branded Product Program makes it well-suited for sales to all segments of the broad
foodservice industry. We intend to keep targeting sales to a broad line of food distributors, which we believe compliments
our continuing focus on sales to various foodservice retailers. We continue to believe that as consumers look to assure
confidence in the quality of the food that they purchase, there is great potential to increase our sales by converting existing
sales of non-branded products to Nathan’s branded products throughout the foodservice industry.

We will seek to market our franchise restaurant program to large, experienced and successful operators with the
financial and business capability to develop multiple franchise units, as well as to individual owner-operators with evidence
of restaurant management experience, net worth and sufficient capital.

We also expect to continue opening traditional and Branded Menu Nathan’s Famous franchised units individually
and on a co-branded basis, expanding product distribution through various means such as branded products and retail
licensing arrangements, developing master franchising programs in foreign countries and including our Arthur Treacher’s
signature products both within our restaurant system and as a separate Branded Menu Program. We may selectively consider
opening new Company-owned Nathan’s units on an opportunistic basis. Existing Company-owned units are located in the
New York metropolitan area, where we have extensive experience in operating restaurants. We may consider new
opportunities in both traditional and captive market settings.

We believe that our international development efforts will continue to garner a variety of interest as a result of the
unique product distribution opportunities that we offer. Because of the scalability of our concept and menu offerings, we
believe that there are also opportunities to co-brand our restaurant concept and/or menu items with other restaurant concepts
internationally. We believe that in addition to restaurant franchising, we could further increase revenues by continuing to
offer master development agreements to qualified persons or entities allowing for the operation of franchised restaurants,
sub-franchising of restaurants to others, licensing the manufacture of our signature products, selling our signature products
through supermarkets or other retail venues and further developing our Branded Product Program. Qualified persons or
entities must have satisfactory foodservice experience managing multiple units, the appropriate infrastructure and the
necessary financial resources to support the anticipated development of the business.

Co-branding

We believe that there is a continuing opportunity for co-branding of our restaurant concept and/or menu items with
other restaurant concepts, as well as within our restaurant system as new franchise opportunities are developed. Franchisees
that have co-branded a Nathan’s Famous restaurant with our other brands received a then-current Uniform Franchise Offering
Circular (“UFOC”) or Franchise Disclosure Document (“FDD”) and executed a participation agreement as a rider to their
franchise agreement. We initially implemented our co-branding strategy within the Nathan’s Famous restaurant system by
adding the Arthur Treacher’s and Kenny Rogers Roasters brands into Nathan’s Famous restaurants. Upon the sale of Kenny
Rogers Roasters in April 2008, we discontinued co-branding that brand within new restaurants in the Nathan’s Famous
system. We have continued our co-branding effort with the Arthur Treacher’s brand with new and existing Nathan’s Famous
franchisees and expect to do so in the future. We may seek to further explore opportunities to co-brand the Arthur Treacher’s
brand to other multi-unit foodservice operators in the future. At March 26, 2017, the Arthur Treacher’s brand was being sold
within 41 Nathan’s restaurants and the Kenny Rogers Roasters brand was being sold within 16 Nathan’s restaurants. We have
maintained the right to sell Kenny Rogers products in our Nathan’s locations that were existing prior to May 2008 and to
receive the revenue from those sales without having to pay royalties.

We believe that our diverse brand offerings complement each other, which has enabled us to market franchises of
co-branded units and continue co-branding within our franchised units. We also believe that our various restaurants’ products
provide us with strong lunch and dinner day-parts as well as snacking occasions.

We believe that a multi-branded restaurant concept offering strong lunch and dinner day-parts is appealing to both
consumers and potential franchisees. Such restaurants are designed to allow the operator to increase sales and leverage the
cost of real estate and other fixed costs to provide superior investment returns as compared to many restaurants that are single
branded. We have successfully co-branded Nathan’s with numerous business partners that were not Nathan’s franchisees
because of our adaptability of our menu, to be limited or extensive, and the uniqueness of our signature hot dog product.

Licensing Program

Commencing March 2, 2014, John Morrell & Co., a subsidiary of Smithfield Foods, Inc., became Nathan’s primary
licensee. Pursuant to the Agreement, John Morrell & Co., for a term of 18 years has been granted, among other things, (i) the
exclusive right and obligation to manufacture, distribute, market and sell “Nathan’s Famous” branded hot dog, sausage and
corned beef products in refrigerated consumer packages to be resold through retail channels (e.g., supermarkets, groceries,
mass merchandisers and club stores) within the United States, (ii) a right of first offer to license any other “Nathan’s Famous”
branded refrigerated meat products in consumer packages to be resold through retail channels within the United States, on
terms to be negotiated in good faith, (iii) the right and obligation to manufacture “Nathan’s Famous” branded hot dog and
sausage products in bulk for use in the food service industry within the United States, and (iv) the non-exclusive right and
obligation to supply “Nathan’s Famous” natural casing and skinless hot dogs in bulk for use in the “Nathan’s Famous”
restaurant system within the United States. The Agreement provides for royalties on packaged products sold to supermarkets,
club stores and grocery stores, payable on a monthly basis to the Company equal to 10.8% of net sales, subject to minimum
annual guaranteed royalties of at least $10 million in the first year of the term and which minimum guaranteed royalties
increase annually throughout the term. Nathan’s earned royalties of approximately $17,073,000 in fiscal 2017 and
9

$16,586,000 in fiscal 2016. We believe our future operating results will continue to be substantially impacted by the terms
and conditions of the agreement with John Morrell & Co., but there can be no assurance thereof (See Item 1A - “Risk
Factors”). Since 2002, John Morrell & Co. has licensed from us the right to manufacture and sell branded hot dogs and
sausages to selected foodservice accounts. Pursuant to this arrangement, we earned royalties of $1,351,000 and $1,389,000
during the fiscal 2017 period and fiscal 2016 period, respectively. The majority of these royalties were earned from one
account. As of March 26, 2017, packaged Nathan’s World Famous Beef Hot Dogs continued to be sold in approximately
43,000 supermarkets, mass merchandisers and club stores including Kroger, Publix, ShopRite, Walmart, Target, Sam’s Club,
Costco and BJ’s Wholesale Club located in 50 states. We believe that the overall exposure of the brand and opportunity for
consumers to enjoy the Nathan’s World Famous Beef Hot Dog in their homes helps promote “Nathan’s Famous” restaurant
patronage. Royalties earned from this agreement were approximately 90.5% of our fiscal 2017 period license revenues.

We license the manufacture of the proprietary spices which are used to produce Nathan’s World Famous Beef Hot
Dogs to Saratoga Specialties. During fiscal 2017 and 2016, we earned $870,000 and $852,000, respectively, from this license.
Through this agreement, we control the manufacture of all Nathan’s hot dogs.

During fiscal 2017, our licensee ConAgra Foods Lamb Weston, Inc. continued to produce and distribute Nathan’s
Famous frozen French fries and onion rings for retail sale pursuant to a license agreement. These products were distributed
within 37 states, primarily on the East Coast and in the South-West and West Coast during fiscal 2017. During fiscal 2017
and 2016, we earned royalties of $482,000 and $452,000, respectively, under this agreement. For the contract year ended in
July 2016, we earned royalties of $106,000 in excess of the annual minimum. ConAgra Foods Lamb Weston, Inc. continues
to seek to further expand its market penetration in the Eastern United States and in the Mid-West. ConAgra Foods Lamb
Weston, Inc. previously exercised its second option to extend the license agreement through July 2018, pursuant to which the
minimum royalties will increase 5% annually.

During fiscal 2017, we continued to license the right to manufacture and sell miniature bagel dogs, franks-in-a-
blanket and other hors d’oeuvres through club stores, supermarkets and other retail food stores. Royalties earned under this
agreement were approximately $231,000 during fiscal 2017 and $199,000 during fiscal 2016.

We also have licensing agreements with Hermann Pickle Packers, Inc., Gold Pure Food Products Co., Inc. and
others. These companies licensed the “Nathan’s Famous” or “Arthur Treacher’s” name for the manufacture and sale of
various products including mustard, salsa, sauerkraut and pickles. These products have been distributed on a limited basis.
Fees and royalties earned from all of these products were approximately $311,000 during fiscal 2017 and $288,000 during
fiscal 2016.

We have a license agreement with Inventure Foods, Inc. for the manufacture and sale of Nathan’s branded potato
chips and other salty snack products. Royalties earned under this agreement were approximately $49,000 during fiscal 2017
and fiscal 2016. The agreement automatically renewed until December 31, 2019, as no non-renewal notice was received prior
to expiration on December 31, 2016.

Provisions and Supplies

Nathan’s World Famous Beef Hot Dogs are primarily manufactured by John Morrell & Co. for sale by our Branded
Product Program, our restaurant system, and at retail. Previously, John Morrell & Co. manufactured our proprietary hot dogs
in connection with sales pursuant to our Branded Product Program. John Morrell & Co. and other hot dog manufacturers
supply the hot dogs for our Company-operated and franchise-operated restaurants. All hot dogs are manufactured in
accordance with Nathan’s recipes, quality standards and proprietary spice formulations. Nathan’s believes that it has reliable
sources of supply; however, in the event of any significant disruption in supply, management believes that alternative sources
of supply are available. (See Item 1A- “Risk Factors”). Saratoga Specialties produces Nathan’s proprietary spice formulations
and we have, in the past, engaged Newly Weds Foods, Inc. as an alternative source of supply. Our frozen crinkle-cut French
fries have been produced exclusively by ConAgra Foods Lamb Weston, Inc. McCain Foods USA is a secondary source of
supply of our frozen French fries for our restaurant system. During fiscal 2017, McCain Foods USA provided approximately
23.3% of our frozen crinkle-cut French fries. Most other Company provisions are purchased from multiple sources to prevent
disruption in supply and to obtain competitive prices. We approve all products and product specifications. We negotiate
directly with our suppliers on behalf of the entire system for all primary food ingredients and beverage products sold in the
restaurants in an effort to ensure adequate supply of high quality items at competitive prices.

We utilize a unified source for the predominant distribution needs of our domestic restaurant system pursuant to a
national food distribution contract with US Foodservice, Inc. This agreement enables our restaurant operators to order and
receive deliveries for the majority of their food and paper products directly through this distributor. We believe that this
arrangement not only ensures availability of product but is more efficient and cost-effective than having multiple distributors
for our restaurant system. This agreement expires on July 31, 2018. Our branded products are delivered to our ultimate
customers throughout the country by numerous distributors, including US Foodservice, Inc., SYSCO Corporation, Vistar /
PFG, McLane and DOT Foods beginning April 2017.

Marketing, Promotion and Advertising

Nathan’s believes that an integral part of its brand marketing strategy is to continue to build brand awareness through
its complimentary points of distribution strategy of selling its signature products through restaurants, the Branded Product
Program, the Branded Menu Program, within supermarkets and club stores. We believe that as we continue to build brand
awareness and expand our reputation for quality and value, we have further penetrated the markets that we serve and have
also entered new markets. We also derive further brand recognition from the Nathan’s Famous Hot Dog Eating Contests. In
2016, we hosted 13 regional contests at a variety of high profile locations such as New York New York Hotel and Casino,
Las Vegas, NV, and Citifield, Queens, NY, as well as within the cities of Nashville, TN, San Antonio and Houston, TX, St.
Louis, MO, Charlotte, NC, Syracuse, NY, Norfolk, VA and Washington, DC. In 2017, we are again holding contests at
NASCAR events including the annual Speed Street celebration in Charlotte, NC, and Long Pond Speedway in the Poconos.
Our first regional contest of 2017 took place in Texas on March 18th and will occur in 17 additional cities. These regional
contests culminate on July 4th as the regional champions converge at our flagship restaurant in Coney Island, NY, to compete
for the coveted “Mustard Yellow Belt.” In 2011, we introduced our women’s-only Hot Dog Eating Contest which included
the top finishing female competitor from each qualifying regional contest. The regional contests typically garner significant
amounts of local publicity and the national championship contest that is held on July 4th generates significant brand exposure
across major broadcast and cable networks nationally. The national championship contest has been aired nationally on ESPN
since 2004.

Nathan’s Famous continues to look to sports sponsorships as a strategic marketing opportunity to further our brand
recognition. In addition to the branded signage opportunity, Nathan’s is given the opportunity to sell its Nathan’s World
Famous Beef Hot Dog and crinkle-cut French fries. In many venues, Nathan’s World Famous Beef Hot Dogs and crinkle-
cut French fries are sold at Nathan’s Famous trade-dressed concession stands and as menu items that are served in suites and
throughout seating areas. Some of Nathans’ current sports sponsorships include:

(cid:404) Professional Baseball: Yankee Stadium-New York Yankees, Citifield-New York Mets; and Marlins Park-

Miami Marlins

(cid:404) Professional Basketball and Hockey: The Barclays Center - Brooklyn Nets and NY Islanders; and

(cid:404) Professional Football: MetLife Stadium-New York Giants and New York Jets and AT&T Stadium – Dallas

Cowboys.

We believe that the Company’s overall sales and exposure have also been complemented by the sales of Nathan’s
World Famous Beef Hot Dogs and other Nathan’s products through the publicity generated by our Hot Dog Eating Contests
and our affiliation with a number of high profile sports arenas. In addition to marketing our products at these venues, the
Nathan’s Famous brand has also been televised regionally, nationally and internationally.

We maintain an advertising fund for local, regional and national advertising under the Nathan’s Famous Systems,
Inc. Franchise Agreement. Nathan’s Famous franchisees are generally required to spend on local marketing activities or
contribute to the advertising fund up to 2.0% of restaurant sales for advertising and promotion. Franchisee contributions to
the advertising fund for national marketing support are generally based upon the type of restaurant and its location. The
difference, if any, between 2.0% and the contribution to the advertising fund must be expended on local programs approved
by us as to form, content and method of dissemination. Certain franchisees, including those operating pursuant to our Branded
Menu Program were not obligated to contribute to the advertising fund during fiscal 2017. Vendors that supply products to
our restaurant system also contribute to the advertising fund based upon purchases made by our franchisees and at Company-
owned restaurants.

Throughout fiscal 2017, Nathan’s primary restaurant marketing emphasis continued to be focused on local store
marketing campaigns featuring a value-oriented strategy supplemented with promotional “Limited Time Offers.” We
anticipate that near-term marketing efforts for Nathan’s will continue to emphasize local store marketing activities.

Nathan’s celebrated its 100th Year Anniversary in 2016 and developed specific marketing plans and campaigns
celebrating our centennial. Our special public relations campaigns were comprised of a general media campaign in addition
to targeted efforts emphasizing the restaurant and grocery industries and general business media. These activities included
television and radio, newsprint features and social media.

Additionally, on May 28, 2016, we hosted our 100th Year Anniversary celebration at our Flagship Coney Island
restaurant by selling 5-cent hot dogs, which was at the heart of Nathan’s founding in 1916. On Labor Day weekend, we also
hosted special events in New York City.

Nathan’s marketing efforts include the use of free-standing inserts with coupons in Sunday newspapers. During
fiscal 2017 and fiscal 2016, our marketing activities continued with the use of free-standing inserts in addition to radio flights
and use of a localized newsprint campaigns. These newsprint campaigns typically reach more than eight million homes per
insertion in the area surrounding approximately 100 Nathan’s company-owned and franchised restaurants. These programs
usually feature heavily discounted offers that are designed to attract customers to our restaurants. We monitor the results of
these campaigns and have committed to additional campaigns in fiscal 2018.

In 2017, we retained a social media agency to effectively market to and broaden Nathan’s brand exposure with the

younger generation. The goal is to increase brand awareness and seek to make the brand relevant with younger customers.

The objective of our Branded Product Program has historically been to provide our foodservice operator customers
with value-added, high quality products supported with meaningful point of sale materials and other forms of operational
support.

During fiscal 2017, Nathan’s marketing efforts for the Branded Product Program concentrated primarily on
participation in national industry trade shows, and regional, local distributor trade events. We have also advertised our
products in distributor and trade periodicals and initiated distributor sales incentive contests. Most of the sales of new
restaurant franchises to franchisees are achieved through the direct effort of Company personnel. New arrangements with
Branded Product Program points of sale are achieved through the combined efforts of Company personnel and a network of
foodservice brokers and distributors who also are responsible for direct sales to national, regional and “street” accounts.

During year ending March 25, 2018 (“fiscal 2018”), we may seek to further expand our internal marketing resources
along with our network of foodservice brokers and distributors. We may attempt to emphasize specific venues as we expand
our broker network, focus management and broker responsibilities on a regional basis and expand the use of sales incentive
programs. We are currently continuing the process of upgrading our social media platforms by enhancing our corporate
website and Facebook page and expanding the use of Twitter.

Government Regulation

We are subject to Federal Trade Commission (“FTC”) regulation and several states’ laws that regulate the offer and
sale of franchises. We are also subject to a number of state laws which regulate substantive aspects of the franchisor-
franchisee relationship.

The FTC’s “Trade Regulation Rule Concerning Disclosure Requirements and Prohibitions Concerning Franchising
and Business Opportunity Ventures” (the “FTC Rule”) requires us to disclose certain information to prospective franchisees.
Fifteen states, including New York, also require similar disclosure. While the FTC Rule does not require registration or filing
of the disclosure document, 14 states require franchisors to register the disclosure document (or obtain exemptions from that
requirement) before offering or selling a franchise. The laws of 17 other states require some form of registration (or a
determination that a company is exempt or otherwise not required to register) under “business opportunity” laws, which
sometimes apply to franchisors such as the Company. These laws have not precluded us from seeking franchisees in any
given area.

Laws that regulate one or another aspect of the franchisor-franchisee relationship presently exist in 24 states as well
as Puerto Rico and the U.S. Virgin Islands. These laws regulate the franchise relationship by, for example, requiring the
franchisor to deal with its franchisees in good faith, prohibiting interference with the right of free association among
franchisees, limiting the imposition of standards of performance on a franchisee, and regulating discrimination among
franchisees. Although these laws may also restrict a franchisor in the termination of a franchise agreement by, for example,
requiring “good cause” to exist as a basis for the termination, advance notice to the franchisee of the termination, an
opportunity to cure a default, and repurchase of inventory or other compensation, these provisions have not had a significant
effect on our operations. Our international franchise operations are subject to franchise-related and other laws in the
jurisdictions in which our franchisees operate. These laws in the U.S. and overseas have not precluded us from enforcing the
terms of our franchise agreements, and we do not believe that these laws are likely to significantly affect our operations.

We are not aware of any pending franchise legislation in the U.S. that we believe is likely to significantly affect our

operations.

Each Company-owned and franchised restaurant is subject to regulation as to operational matters by federal agencies

and to licensing and regulation by state and local health, sanitation, safety, fire and other departments.

We are subject to the Federal Fair Labor Standards Act and various other federal and state laws that govern minimum
wages, overtime, working conditions, mandatory benefits, health insurance, and other matters. Other regulatory
interpretations (such as the NLRB’s review of joint employment standards under the National Labor Relations Act, the Labor
Department’s review of the Fair Labor Standards Act, the SBA’s review of independence standards applicable to reviewing
franchisee loan applications, etc.) may have an impact on our overall business as well, although we do not believe that these
will significantly affect our operations. We are also subject to federal and state environmental regulations, which have not
had a material effect on our operations. More stringent and varied requirements of local governmental bodies with respect to
zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations. In
addition, the Federal Americans with Disabilities Act applies with respect to the design, construction and renovation of all
restaurants in the United States.

Each company that manufactures, supplies or sells our products is subject to regulation by federal agencies and to

licensing and regulation by state and local health, sanitation, safety and other departments.

We are also subject to the requirement that our restaurants post certain calorie content information for standard menu
items, pursuant to Section 4205 of the Patient Protection and Affordable Care Act of 2010. Some of our restaurants are subject
to similar requirements that are imposed by certain localities around the country.

Alcoholic beverage control regulations require each restaurant that sells such products to apply to a state authority
and, in certain locations, county and municipal authorities, for a license or permit to sell alcoholic beverages on the premises.
Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage
control regulations relate to numerous aspects of the daily operations of the restaurants, including minimum age of customers
and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing
of alcoholic beverages. Two of our Company-owned restaurants offer beer or wine coolers for sale. Each of these restaurants
has current alcoholic beverage licenses permitting the sale of these beverages. We have never had an alcoholic beverage
license revoked.

We may be subject in certain states to “dram-shop” statutes, which generally provide a person injured by an
intoxicated person the right to recover damages from an establishment which wrongfully served alcoholic beverages to such
person. We carry liquor liability coverage as part of our existing comprehensive general liability insurance and have never
been named as a defendant in a lawsuit involving “dram-shop” statutes.

The Sarbanes-Oxley Act of 2002 and rules promulgated thereunder by the Securities and Exchange Commission
(“SEC”) and the Nasdaq Stock Market have imposed substantial new or enhanced regulations and disclosure requirements
in the areas of corporate governance (including director independence, director selection and audit, corporate governance and
compensation committee responsibilities), equity compensation plans, auditor independence, pre-approval of auditor fees
and services and disclosure and internal control procedures. We are committed to industry best practices in these areas.

We believe that we operate in substantial compliance with applicable laws and regulations governing our operations,

including the FTC Rule and state franchise laws.

Employees

At March 26, 2017, we had 180 employees, 46 of whom were corporate management and administrative employees,
18 of whom were restaurant managers and 116 of whom were hourly full-time and part-time foodservice employees. We may
also employ approximately 400-450 seasonal employees during the summer months. Foodservice employees at three
Company-owned locations are currently represented by Local 1102 RWSDU UFCW AFL-CIO, CLC, Retail, Wholesale and
Department Store Union, under an agreement that expires on June 30, 2017. We are currently in the process of negotiating a
new contract but there can be no assurance that we will enter into a new agreement or as to the terms of the agreement.
Employees at a fourth location are represented by the same union pursuant to a different agreement that expires November
30, 2019. We consider our employee relations to be good and have not suffered any strike or work stoppage for more than
43 years.

We provide a training program for managers and assistant managers of our Company-owned and new franchised
restaurants. Hourly food workers are trained on site by managers and crew trainers following Company practices and
procedures outlined in our operating manuals.

Trademarks

We hold trademark and/or service mark registrations for NATHAN’S, NATHAN’S FAMOUS, NATHAN’S
FAMOUS and design, NATHAN’S and Coney Island design, SINCE 1916 NATHAN’S FAMOUS and design, and THE
ORIGINAL SINCE 1916 NATHAN’S FAMOUS and design within the United States, with some of these marks holding
corresponding foreign trademark and service mark registrations in 80 international jurisdictions, including Canada and China.
We also hold various related marks, FRANKSTERS, FROM A HOT DOG TO AN INTERNATIONAL HABIT, MORE
THAN JUST THE BEST HOT DOG! and design, and Mr. Frankie design, for restaurant services and some food items.

We hold trademark and/or service mark registrations for the marks ARTHUR TREACHER’S (stylized), ARTHUR
TREACHER’S FISH & CHIPS (stylized), KRUNCH PUP and ORIGINAL within the United States. We hold service mark
registrations for ARTHUR TREACHER’S in China and Japan. We also hold service mark registrations for ARTHUR
TREACHER’S FISH & CHIPS and design in Canada and Mexico and ARTHUR TREACHER’S FISH & CHIPS and design
in Colombia, Costa Rica, Kuwait, Malaysia, Singapore and the United Arab Emirates.

Our trademark and service mark registrations were granted and expire on various dates. We believe that these
trademarks and service marks provide significant value to us and are an important factor in the marketing of our products
and services. We believe that we do not infringe on the trademarks or other intellectual property rights of any third parties.
We also have licenses to use the Kenny Rogers trademarks and service marks in the then-existing Nathan’s restaurants
existing on April 23, 2008.

Seasonality

Our business is affected by seasonal fluctuations, including the effects of weather and economic conditions.
Historically, sales from our Company-owned locations, principally at Coney Island, and franchised restaurants from which
franchise royalties are earned and the Company’s earnings have been highest during our first two fiscal quarters, with the
fourth fiscal quarter typically representing the slowest period. This seasonality is primarily attributable to weather conditions
in the marketplace for our Company-owned and franchised Nathan’s restaurants, which is principally the Northeast.
Additionally, revenues from our Branded Product Program and retail licensing program generally follow similar seasonal
fluctuations, although not to the same degree. We believe that future revenues and profits will continue to be highest during
our first two fiscal quarters, with the fourth fiscal quarter representing the slowest period.

Competition

The fast food restaurant industry is highly competitive and can be significantly affected by many factors, including
changes in local, regional or national economic conditions, changes in consumer tastes, consumer concerns about the
nutritional quality of quick-service food and increases in the number of, and particular locations of, competing restaurants.

Our restaurant system competes with numerous restaurants and drive-in units operating on both a national and local
basis, including major national chains with greater financial and other resources than ours. We also compete with local
restaurants and diners on the basis of menu diversity, food quality, price, size, site location and name recognition. There is
also active competition for management personnel, as well as for suitable commercial sites for owned or franchised
restaurants.

We believe that our emphasis on our signature products and the reputation of these products for taste and quality set
us apart from our major competitors. Many fast food companies have adopted “value pricing” and/or deep discount strategies.
Nathan’s markets our own form of “value pricing,” selling combinations of different menu items for a total price lower than
the usual sale price of the individual items and other forms of price sensitive promotions. Our value pricing strategy may
offer multi-sized alternatives to our value-priced combo meals.

We also compete with many restaurant franchisors and other business concepts for the sale of franchises to qualified

and financially capable franchisees.

Our Branded Product Program competes directly with a variety of other nationally-recognized hot dog companies
and other food companies; many of these entities have significantly greater resources than we do. Our products primarily
compete based upon price, quality and value to the foodservice operator and consumer. We believe that Nathan’s reputation
for superior quality, along with the ability to provide operational support to the foodservice operator, provides Nathan’s with
a competitive advantage.

Our retail licensing program for the sale of packaged foods within supermarkets competes primarily on the basis of
reputation, flavor, quality and price. In most cases, we compete against other nationally-recognized brands that have
significantly greater resources than those at our disposal.

Available Information

We file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and a proxy statement on Schedule 14A. The public may read and copy any materials filed by us with
the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C., 20549. The public may obtain
information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information
about issuers such as us that file electronically with the SEC.

In addition, electronic copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, proxy statement on Schedule 14A and amendments to those reports filed or furnished pursuant to Section 13(a)
or 15(d) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) are available free of charge on our
website, www.nathansfamous.com, as soon as reasonably practicable after we electronically file such material with, or furnish
it to, the SEC.

The Board of Directors has also adopted, and we have posted in the Investor Relations section of our website, written
Charters for each of the Board’s standing committees. We will provide without charge a copy of the Charter of any standing
committee of the Board upon a stockholder’s request to us at Nathan’s Famous, Inc., One Jericho Plaza, Second Floor - Wing
A, Jericho, NY 11753, Attention: Secretary.

For financial information regarding our results of operations, please see our consolidated financial statements

beginning on page F-1.

Item 1A.

Risk Factors.

Our business is subject to various risks. Certain risks are specific to each way we do business, such as through
Company-owned restaurants, franchised restaurants, branded products and retail, while other risks, such as health-related or
economic risks, may affect all of the ways that we do business.

Investors should carefully consider all of the information set forth in this Form 10-K, including the following risk
factors, before deciding to invest in any of the Company’s securities. The following risk factors are not exhaustive. Additional
risks and uncertainties not presently known to the Company may also adversely impact its business. The Company’s business,
financial condition, results of operations or prospects could be materially adversely affected by any of these risks. In that
case, the trading price of the Company’s common stock could decline. This Form 10-K also contains forward-looking
statements that involve risks and uncertainties. The Company’s results could materially differ from those anticipated in these
forward-looking statements as a result of certain factors, including the risks it faces described below and elsewhere. See
“Forward-Looking Statements” above.

Our licensing revenue and overall profitability is substantially dependent on our agreement with John Morrell
& Co. and the loss or a significant reduction of this revenue would have a material adverse effect on our financial
condition and results of operations.

We earned license royalties from John Morrell of approximately $17,073,000, in fiscal 2017 and approximately
$16,586,000, in fiscal 2016. As a result of our agreement with John Morrell, we expect that most of our license revenues will
be earned from John Morrell for the foreseeable future. While our agreement with John Morrell expires in 2032, John
Morrell’s BPP business is weighted towards one high volume user who has not sold product pursuant to a formal agreement.
In the event that (i) John Morrell or its customers experience financial difficulties, (ii) there is a disruption or termination of
the John Morrell Agreement or (iii) there is a decrease in our revenue from John Morrell, it would have a material adverse
effect on our business, results of operations and financial condition.

A significant amount of our Branded Product Program (“BPP”) revenue is from a small number of BPP

accounts. The loss of any one or more of those BPP accounts could harm our profitability and operating results.

For the fiscal 2017 period, approximately 70% of our BPP business is from seven accounts, including one account
representing approximately 20% of the BPP business, with which we have relatively short-term contracts. In the event that
these BPP customers experience financial difficulties or, upon the expiration of their existing agreements are not willing to
do business with us in the future on terms acceptable to management, there could be a material adverse effect on our business,
results of operations and financial condition.

Our increase in Adjusted EBITDA in fiscal 2017 compared to fiscal 2016 primarily results from a decrease in

expenses.

While our Adjusted EBITDA increased from $27.2 million in fiscal 2016 to $28.3 million in fiscal 2017, such
increase was primarily the result of a decrease in total costs and expenses (primarily beef costs) from $75.9 million in fiscal
2016 to $70.4 million in fiscal 2017. Our expenses are and will be impacted by commodity costs and other factors beyond
our control, such as future increases in the minimum wage. Any significant increase in the cost of beef and our other expenses
without a corresponding increase in revenues would have a material adverse effect on our business, results of operations and
financial condition.

Increases in the cost of food and paper products could harm our profitability and operating results.

The cost of the food and paper products we use depends on a variety of factors, many of which are beyond our
control. Food and paper products typically represent approximately 25% to 30% of our cost of restaurant sales. We purchase
large quantities of beef and our beef costs in the United States represent approximately 80% to 90% of our food costs. The
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market for beef is particularly volatile and is subject to significant price fluctuations due to seasonal shifts, climate conditions,
industry demand and other factors beyond our control. For several years prior to June 2015, reduced supply and increased
demand in beef resulted in shortages, which required us to pay significantly higher prices for the beef we purchased. Since
June 2015, beef prices have significantly declined. Accordingly, the market price of hot dogs during the Fiscal 2016 period
was approximately 11.6% lower than the period ended March 27, 2015 (the “Fiscal 2015” period) and was approximately
13.9% lower during the Fiscal 2017 period than the Fiscal 2016 period. We do not expect this decline to continue as beef
prices have increased in the beginning of Fiscal 2018 and accordingly we anticipate that in Fiscal 2018 beef prices could
increase. If the price of beef or other food products that we use in our operations significantly increases, particularly in the
BPP, and we choose not to pass, or cannot pass, these increases on to our customers, our operating margins will decrease and
such decrease in operating margins could have a material adverse effect on our business, results of operations or financial
condition.

John Morrell currently has three manufacturing facilities producing different Nathan’s products and a long-

term significant interruption of a primary facility could potentially disrupt our operations.

John Morrell currently has three manufacturing facilities producing different Nathan’s products. A temporary
closure of any of the three plants could potentially cause a temporary disruption to our source of supply, potentially causing
some or all of certain shipments to customers to be delayed. A longer-term significant interruption at any of these production
facilities, whether as a result of a natural disaster or other causes, could significantly impair our ability to operate our business
on a day-to-day basis while John Morrell determines how to make up for any lost production capabilities, during which time
we may not be able to secure sufficient alternative sources of supply on acceptable terms, if at all. In addition, a long-term
disruption in supply to our customers could cause our customers to determine not to purchase some or all of their hot dogs
from us in the future, which in turn would adversely affect our business, results of operations and financial condition.
Furthermore, a supply disruption or other events such as the recent discovery that a limited number of packages of Nathan’s
hot dogs had visible metal flakes between the hot dogs and the packaging film might affect our brand in the eyes of consumers
and the retail trade, which damage might negatively impact our overall business in general, which could result in a material
adverse effect on our business, results of operations or financial condition.

The loss of one or more of our key suppliers could lead to supply disruptions, increased costs and lower operating

results.

We have historically relied on one supplier for the majority of our hot dogs and another supplier for a majority of
our supply of frozen French fries for our restaurant system. An interruption in the supply of product from either of these
suppliers without our obtaining an alternative source of supply on comparable terms could lead to supply disruptions,
increased costs and lower operating results.

We have an agreement with a secondary hot dog manufacturer that continues to also supply natural casing hot dogs
for our restaurant business. Additionally, a majority of the frozen crinkle-cut French fries sold through our franchised
restaurants have been obtained from one supplier. Beginning in fiscal 2013, we began a relationship with a secondary source
of supply of our frozen French fries for our restaurant system.

In the event that the hot dog or French fry suppliers are unable to fulfill our requirements for any reason, including
due to a significant interruption in its manufacturing operations, whether as a result of a natural disaster or for other reasons,
such interruption could significantly impair our ability to operate our business on a day-to-day basis.

In the event that we are unable to find one or more alternative suppliers of hot dogs or French fries on a timely basis,
there could be a disruption in the supply of product to Company-owned restaurants, franchised restaurants and BPP accounts,
which would damage our business, our franchisees and our BPP customers and, in turn, negatively impact our financial
results. In addition, any gap in supply to retail customers would result in lost royalty payments to us, which could have a
significant adverse financial impact on our results of operations. Furthermore, any gap in supply to retail customers may
damage our brand in the eyes of consumers and the retail trade, which damage might negatively impact our overall business
in general and impair our ability to continue our retail licensing program.

Additionally, there is no assurance that any supplemental sources of supply would be capable of meeting our
specifications and quality standards on a timely and consistent basis or that the financial terms of such supply arrangement
will be as favorable as our present terms with our hot dog or French fry supplier, as the case may be.

Any of the foregoing occurrences may cause disruptions in the supply of our hot dog or French fry products, as the
case may be, damage our franchisees and our BPP customers, adversely impact our financial results and/or damage our brand.
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Our earnings and business growth strategy depends in large part on the success of our product licensees and
product manufacturers. Our reputation and the reputation of our brand may be harmed by actions taken by our product
licensees or product manufacturers that are otherwise outside of our control.

A significant portion of our earnings has come from royalties paid by our product licensees such as John Morrell &
Co. and ConAgra Foods Lamb Weston, Inc., Saratoga Food Specialties, Inc., a wholly owned subsidiary of John Morrell,
and Perfection Foods. Although our agreements with these licensees contain numerous controls and safeguards, and we
monitor the operations of our product licensees, our licensees are independent contractors, and their employees are not our
employees. Accordingly, we cannot necessarily control the performance of our licensees under their license agreements,
including without limitation, the licensee’s continued best efforts to manufacture our products for retail distribution and our
foodservice businesses, timely delivery of the licensed products, market the licensed products and assure the quality of the
licensed products produced and/or sold by a product licensee. Any shortcoming in the quality (such as the recent discovery
that a limited number of packages of Nathan’s hot dogs had visible metal flakes between the hot dogs and the packaging
film), quantity and/or timely delivery of a licensed product is likely to be attributed by consumers to an entire brand’s
reputation, potentially adversely affecting our business, results of operations and financial condition. In addition, a licensee’s
failure to effectively market the licensed products may result in decreased sales, which would adversely affect our business,
results of operations and financial condition. Also, to the extent that the terms and conditions of any of these license
agreements change or we change any of our product licensees, our business, results of operations and financial condition
could be materially affected.

The quick-service restaurant business is highly competitive, and that competition could lower revenues, margins

and market share.

The quick-service restaurant business of the foodservice industry is intensely competitive regarding price, service,
location, personnel and type and quality of food. We and our franchisees compete with international, national, regional and
local retailers primarily through the quality, variety and value perception of food products offered. Other key competitive
factors include the number and location of restaurants, quality and speed of service, attractiveness of facilities, effectiveness
of advertising and marketing programs, and new product development. We anticipate competition will continue to focus on
pricing. Many of our competitors have substantially larger marketing budgets, which may provide them with a competitive
advantage. Changes in pricing or other marketing strategies by these competitors can have an adverse impact on our sales,
earnings and growth. For example, many of those competitors have adopted “value pricing” strategies intended to lure
customers away from other companies, including our Company. Consequently, these strategies could have the effect of
drawing customers away from companies which do not engage in discount pricing and could also negatively impact the
operating margins of competitors which attempt to match their competitors’ price reductions. Extensive price discounting in
the quick-service restaurant business could have an adverse effect on our financial results.

In addition, we and our franchisees compete within the foodservice market and the quick-service restaurant business
not only for customers but also for management and hourly employees and qualified franchisees. If we are unable to maintain
our competitive position, we could experience downward pressure on prices, lower demand for products, reduced margins,
the inability to take advantage of new business opportunities and the loss of market share.

Recent changes to minimum wage rates and other labor laws have increased our labor costs.

We must comply with the Fair Labor Standards Act and various federal and state laws governing minimum
wages. Increases in the minimum wage and labor regulations have increased our labor costs. New York State passed
legislation increasing the minimum hourly wage for fast food workers of restaurant chains with 30 or more locations
nationwide which over a period of time will increase the minimum wage to $15.00 per hour. The first increase from this law
took effect beginning December 31, 2015 and will be fully phased in by December 31, 2018 in New York City, where we
operate three Company-owned restaurants and by December 31, 2021 throughout the rest of New York State which impacts
the labor costs at our two remaining Company-owned restaurants and our franchised restaurants that operate in New York
State. The impact of the New York minimum wage increases on our business amounted to a 6.9% average salary increase in
2015 and approximately a 12.2% average increase in 2016 for our employees that were affected. We also expect that the
increases that took effect on December 31, 2016 will increase the hourly wage by 12.5% for the employees that are affected
in 2017. Our labor costs were further impacted by legislation adopted by New York City in 2014 which extended paid sick
leave to all employees, including part-time employees. In addition, voters in the state of New Jersey voted to increase the
minimum wage in the 2013 general election, and the federal government and a number of other states are evaluating various
proposals to increase their respective minimum wage. As minimum wage rates increase, we may need to increase not only
the wages of our minimum wage employees but also the wages paid to employees at wage rates that are above minimum
wage. As a result, we anticipate that our labor costs will continue to increase. Our labor costs may also increase as a result
18

of our new union contract. If we are unable to pass on these higher costs through price increases, our margins and profitability
as well as the profitability and margins of our franchisees will be adversely impacted which could have a material adverse
effect on our business, results of operations or financial condition. Our business could be further negatively impacted if the
decrease in margins for our franchisees results in the potential loss of new franchisees or the closing of a significant number
of existing franchised restaurants.

Labor shortages or increases in labor costs could slow our growth or harm our business.

Our success depends in part upon our ability and the ability of our franchisees to continue to attract, motivate and
retain regional, operational and restaurant general managers with the qualifications to succeed in our industry and the
motivation to apply our core service philosophy. If we or our franchisees are unable to continue to recruit and retain
sufficiently qualified managers or to motivate our employees to achieve sustained high service levels, our business and our
growth could be adversely affected. Competition for these employees could require the payment of higher wages that could
result in higher labor costs.

Changes in economic, market and other conditions could adversely affect us and our franchisees, and thereby

our operating results.

The quick-service restaurant business is affected by changes in international, national, regional, and local economic
conditions, consumer preferences and spending patterns, demographic trends, consumer perceptions of food safety, weather,
traffic patterns, the type, number and location of competing restaurants, and the effects of war or terrorist activities and any
governmental responses thereto. Factors such as inflation, higher costs for each of food, labor, benefits and utilities, the
availability and cost of suitable sites, fluctuating insurance rates, state and local regulations and licensing requirements, legal
claims, and the availability of an adequate number of qualified management and hourly employees also affect restaurant
operations and administrative expenses. Our ability and our franchisees’ ability to finance new restaurant development,
improvements and additions to existing restaurants, and the acquisition of restaurants from, and sale of restaurants to,
franchisees is affected by economic conditions, including interest rates and other government policies impacting land and
construction costs and the cost and availability of borrowed funds.

Current restaurant locations may become unattractive, and attractive new locations may not be available for a

reasonable price, if at all, which may reduce our revenue.

The success of any restaurant depends in substantial part on its location. There can be no assurance that current
locations will continue to be attractive as demographic patterns change. Neighborhood or economic conditions where
restaurants are located could decline in the future, thus resulting in potentially reduced sales in those locations. If we and our
franchisees cannot obtain desirable additional and alternative locations at reasonable prices, our results of operations would
be adversely affected.

Any perceived or real health risks related to the food industry could adversely affect our ability to sell our

products.

We are subject to risks affecting the food industry generally, including risks posed by the following:

food spoilage or food contamination;
consumer product liability claims;

(cid:404)
(cid:404)
(cid:404) product tampering; and
(cid:404)

the potential cost and disruption of a product recall.

Our products are susceptible to contamination by disease-producing organisms, or pathogens, such as listeria
monocytogenes, salmonella, campylobacter, hepatitis A, trichinosis and generic E. coli. Because these pathogens are
generally found in the environment, there is a risk that these pathogens could be introduced to our products as a result of
improper handling at the manufacturing, processing, foodservice or consumer level. Our suppliers’ manufacturing facilities
and products, as well as our franchisee and Company-operated restaurant operations, are subject to extensive laws and
regulations relating to health, food preparation, sanitation and safety standards. Difficulties or failures by these companies in
obtaining any required licenses or approvals or otherwise complying with such laws and regulations could adversely affect
our revenue that is generated from these companies. Furthermore, we cannot assure you that compliance with governmental
regulations by our suppliers or in connection with restaurant operations will eliminate the risks related to food safety. In
addition, our beef products are also subject to the risk of contamination from bovine spongiform encephalopathy.

Events reported in the media, such as the recent recall of approximately 200,000 pounds of Nathan’s hot dogs due
to the discovery that a limited number of packages of Nathan’s hot dogs had visible metal flakes between the hot dogs and
the packaging film or incidents involving food-borne illnesses or food tampering, whether or not accurate, can cause damage
to our brand’s reputation and affect sales and profitability. Reports, whether true or not, of food-borne illnesses (such as e-
coli, avian flu, bovine spongiform encephalopathy, hepatitis A, trichinosis or salmonella) and injuries caused by food
tampering have in the past severely injured the reputations of participants in the quick-service restaurant business and could
in the future affect our business as well. Our brand’s reputation is an important asset to the business; as a result, anything that
damages our brand’s reputation could immediately and severely hurt systemwide sales and, accordingly, revenue and profits.
If customers become ill from food-borne illnesses or food tampering, we could also be forced to temporarily close some, or
all, restaurants. In addition, instances of food-borne illnesses or food tampering, even those occurring solely at the restaurants
of competitors, could, by resulting in negative publicity about the restaurant industry, adversely affect system sales on a local,
regional or systemwide basis. A decrease in customer traffic as a result of these health concerns or negative publicity, or as
a result of a temporary closure of any of our Company-owned restaurants or our franchisees’ restaurants, could materially
harm our business, results of operations and financial condition.

Additionally, we may be subject to liability if the consumption of any of our products causes injury, illness, or death.
A significant product liability judgment or a widespread product recall may negatively impact our sales and profitability for
a period of time depending on product availability, competitive reaction, and consumer attitudes. Even if a product liability
claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness
or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image.
Injury to our brand’s reputation would likely reduce revenue and profits.

Negative publicity, including complaints on social media platforms and other internet-based communications,
could damage our reputation and harm our guest traffic, and in turn, negatively impact our business, financial condition,
results of operations and prospects.

There has been a marked increase in the use of social media platforms and similar devices, including blogs, social
media websites and other forms of internet-based communications that allow individuals to access a broad audience of
consumers and other interested persons. Consumers value readily available information concerning goods and services that
they have or plan to purchase, and may act on such information without further investigation or authentication. The
availability of information on social media platforms is virtually immediate, as is its impact. Many social media platforms
immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the
content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless
and readily available. Information concerning our business and products may be posted on such platforms at any time.
Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects
or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms could
also be used for dissemination of trade secret information, compromising valuable Company assets. In sum, the dissemination
of information online, regardless of its accuracy, could harm our business, financial condition, results of operations and
prospects, as well as our ability to satisfy our obligations under the Notes.

Changing health or dietary preferences may cause consumers to avoid products offered by us in favor of

alternative foods.

The foodservice industry is affected by consumer preferences and perceptions. Reports of the use of hormones,
antibiotics or pesticides in the production of certain food products may cause consumers to reduce or avoid consumption of
such food products. If prevailing health or dietary preferences, perceptions and governmental regulation cause consumers to
avoid the products we offer in favor of alternative or healthier foods, demand for our products may be reduced and our
business could be harmed.

We are subject to health, employment, environmental and other government regulations, and failure to comply
with existing or future government regulations could expose us to litigation, damage our corporate reputation or the
reputation of our brands and lower profits.

We and our franchisees are subject to various federal, state and local laws, rules or regulations affecting our
businesses. To the extent that the standards imposed by local, state and federal authorities are inconsistent, they can adversely
affect popular perceptions of our business and increase our exposure to litigation or governmental investigations or
proceedings. We may be unable to manage effectively the impact of new, potential or changing regulations that affect or
restrict elements of our business. The successful development and operation of restaurants depends to a significant extent on
the selection and acquisition of suitable sites, which are subject to zoning, land use (including the placement of drive-thru
windows), environmental (including litter), traffic and other regulations. There can be no assurance that we and our
franchisees will not experience material difficulties or failures in obtaining the necessary licenses or approvals for new
restaurants which could delay the opening of such restaurants in the future. Restaurant operations are also subject to licensing
and regulation by state and local departments relating to health, food preparation, sanitation and safety standards, federal and
state labor laws (including applicable minimum wage requirements, overtime, working and safety conditions and citizenship
requirements), federal and state laws prohibiting discrimination and other laws regulating the design and operation of
facilities, such as the Federal Americans with Disabilities Act of 1990. If we fail to comply with any of these laws, we may
be subject to governmental action or litigation, and accordingly our reputation could be harmed.

Injury to us or our brand’s reputation would, in turn, likely reduce revenue and profits. In addition, difficulties or
failures in obtaining any required licenses or approvals could delay or prevent the development or opening of a new restaurant
or renovations to existing restaurants, which would adversely affect our revenue.

In recent years, there has been an increased legislative, regulatory and consumer focus on nutrition and advertising
practices in the food industry, particularly among quick-service restaurants. As a result, we may become subject to regulatory
initiatives in the area of nutrition disclosure or advertising, such as requirements to provide information about the nutritional
content of our food products, which could increase expenses. The operation of our franchise system is also subject to franchise
laws and regulations enacted by a number of states and rules promulgated by the U.S. Federal Trade Commission. Any future
legislation regulating franchise relationships may negatively affect our operations, particularly our relationship with our
franchisees. Failure to comply with new or existing franchise laws and regulations in any jurisdiction or to obtain required
government approvals could result in a ban or temporary suspension on future franchise sales. Changes in applicable
accounting rules imposed by governmental regulators or private governing bodies could also affect our reported results of
operations, which could cause our stock price to fluctuate or decline.

We may not be able to adequately protect our intellectual property, which could decrease the value of our business

or the value of our brands and products.

The success of our business depends on the continued ability to use existing trademarks, service marks and other
components of each of our brands in order to increase brand awareness and further develop branded products. We may not
be able to adequately protect our trademarks, and the use of these trademarks may result in liability for trademark
infringement, trademark dilution or unfair competition. All of the steps we have taken to protect our intellectual property
may not be adequate.

We have registered or applied to register many of our trademarks and service marks both in the United States and
in foreign countries. Because of the differences in foreign trademark laws, our trademark rights may not receive the same
degree of protection in foreign countries as they would in the United States. We also cannot assure you that our trademark
and service mark applications will be approved. In addition, third parties may oppose our trademark and service mark
applications, or otherwise challenge our use of the trademarks or service marks. In the event that our trademarks or service
marks are successfully challenged, we could be forced to rebrand our products and services, which could result in loss of
brand recognition, and could require us to devote resources advertising and marketing new brands. Further, we cannot assure
you that competitors will not infringe our marks, or that we will have adequate resources to enforce our trademarks or service
marks.

We also license third party franchisees and other licensees to use our trademarks and service marks. We enter into
franchise agreements with our franchisees and license agreements with other licensees which govern the use of our trademarks
and service marks. Although we make efforts to police the use of our trademarks and service marks by our franchisees and
other licensees, we cannot assure you that these efforts will be sufficient to ensure that our franchisees and other licensees
abide by the terms of the trademark licenses. In the event that our franchisees fail to do so, our trademark and service mark
rights could be diluted.

Our earnings and business growth strategy depends in large part on the success of our restaurant franchisees
and on new restaurant openings. Our corporate reputation or brand reputation may be harmed by actions taken by
restaurant franchisees that are otherwise outside of our control.

A significant portion of our earnings comes from royalties, fees and other amounts paid by our restaurant franchisees.
The opening and success of franchised restaurants depends on various factors, including the demand for our franchises and
the selection of appropriate franchisee candidates, the availability of suitable restaurant sites, the negotiation of acceptable
lease or purchase terms for new locations, permitting and regulatory compliance, the ability to meet construction schedules,
the availability of financing and the financial and other capabilities of our franchisees and area developers. We cannot assure
you that area developers planning the opening of franchised restaurants will have the business abilities or sufficient access to
financial resources necessary to open the restaurants required by their agreements. We cannot assure you that franchisees
will successfully participate in our strategic initiatives or operate their restaurants in a manner consistent with our concept
and standards. Our franchisees are independent contractors, and their employees are not our employees. We provide training
and support to, and monitor the operations of, our franchisees, but the quality of their restaurant operations may be diminished
by any number of factors beyond our control. Consequently, the franchisees may not successfully operate their restaurants in
a manner consistent with our high standards and requirements, and franchisees may not hire and train qualified managers and
other restaurant personnel. Any operational shortcoming of a franchised restaurant is likely to be attributed by consumers to
an entire brand or our system, thus damaging our corporate or brand reputation, potentially adversely affecting our business,
results of operations and financial condition.

Growth in our restaurant revenue and earnings is significantly dependent on new restaurant openings. Numerous

factors beyond our control may affect restaurant openings. These factors include but are not limited to:

(cid:404) our ability to attract new franchisees;
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the availability of site locations for new restaurants;
the ability of potential restaurant owners to obtain financing, which has become more difficult due to
current market conditions and operating results;
the ability of restaurant owners to hire, train and retain qualified operating personnel;
construction and development costs of new restaurants, particularly in highly-competitive markets;
the ability of restaurant owners to secure required governmental approvals and permits in a timely manner,
or at all; and
adverse weather conditions.

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We cannot assure you that franchisees will renew their franchise agreements or that franchised restaurants will
remain open. Closings of franchised restaurants are expected in the ordinary course and may cause our royalty revenues and
financial performance to decline. Our principal competitors may have greater influence over their respective restaurant
systems than we do because of their significantly higher percentage of company restaurants and/or ownership of franchisee
real estate and, as a result, may have a greater ability to implement operational initiatives and business strategies, including
their marketing and advertising programs.

As our franchisees are independent operators, we have limited influence over their ability to invest in other
businesses or incur excessive indebtedness. Some of our franchisees have invested in other businesses, including other
restaurant concepts. Such franchisees may use the cash generated by their Nathan’s restaurants to expand their other
businesses or to subsidize losses incurred by such businesses. Additionally, as independent operators, franchisees do not
require our consent to incur indebtedness. Consequently, our franchisees have in the past, and may in the future, experience
financial distress as a result of over-leveraging. To the extent that our franchisees use the cash from their Nathan’s restaurants
to subsidize their other businesses or experience financial distress, due to over-leveraging, delayed or reduced payments of
royalties, advertising fund contributions and rents for properties we lease to them, or otherwise, it could have a material
adverse effect on our business, financial condition, results of operations and prospects, as well as our ability to satisfy our
obligations under the Notes. In addition, lenders to our franchisees may be less likely to provide current or prospective
franchisees necessary financing on favorable terms, or at all, due to current market conditions and operating results.

Changes in franchise regulation laws could impact our ability to obtain or retain licenses or approvals and

adversely affect our business, financial condition, results of operations and prospects.

We are also subject to federal statutes and regulations, including the rules promulgated by the U.S. Federal Trade
Commission, as well as certain state laws governing the offer and sale of franchises. Many state franchise laws impose
substantive requirements on franchise agreements, including limitations on non-competition provisions and on provisions
concerning the termination or non-renewal of a franchise. Some states require that certain materials be filed for a franchisor
to be registered and approved, before franchises can be offered or sold in that state. The failure to obtain or retain licenses or
approvals to sell franchises could have a material adverse effect on our business, financial condition, results of operations
and prospects, as well as our ability to satisfy our obligations under the Notes.

We rely on the performance of major retailers, wholesalers, specialty distributors and mass merchants for the
success of our business, and should they perform poorly or give higher priority to other brands or products, our business
could be adversely affected.

We sell our products to retail outlets and wholesale distributors including, traditional supermarkets, mass
merchandisers, warehouse clubs, wholesalers, food service distributors and convenience stores. The replacement by or poor
performance of our major wholesalers, retailers or chains or our inability to collect accounts receivable from our customers
could materially and adversely affect our results of operations and financial condition. In addition, our customers offer
branded and private label products that compete directly with our products for retail shelf space and consumer purchases.
Accordingly, there is a risk that our customers may give higher priority to their own products or to the products of our
competitors. For instance, license royalties in the second quarter of fiscal 2017 decreased as compared to the second quarter
of fiscal 2016 due to competitor pricing pressure in the second quarter of fiscal 2017. In the future, our customers may not
continue to purchase our products or provide our products with adequate levels of promotional support. A significant decline
in the purchase of our products would have a material adverse effect on our business, results of operations and financial
condition.

The sophistication and buying power of our customers could have a negative impact on profits.

Our customers, such as supermarkets, warehouse clubs, and food distributors, have continued to consolidate,
resulting in fewer customers with which to do business. These consolidations and the growth of supercenters have produced
large, sophisticated customers with increased buying power and negotiating strength who are more capable of resisting price
increases and can demand lower pricing, increased promotional programs, or specialty tailored products. In addition, larger
retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and
market their own retailer brands. If the larger size of these customers results in additional negotiating strength and/or increased
private label or store brand competition, our profitability could decline.

Consolidation also increases the risk that adverse changes in our customers’ business operations or financial
performance will have a corresponding material adverse effect on us. For example, if our customers cannot access sufficient
funds or financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous
purchases.

Failure by third-party manufacturers or suppliers of raw materials to comply with food safety, environmental or

other regulations may disrupt our supply of certain products and adversely affect our business.

We rely on third-party manufacturers to produce our products and on other suppliers to supply raw materials. Such
manufacturers and other suppliers, whether in the United States or outside the United States, are subject to a number of
regulations, including food safety and environmental regulations. Failure by any of our manufacturers or other suppliers to
comply with regulations, or allegations of compliance failure, may disrupt their operations. In addition, disruption of
operations could be impacted by events such as the recent discovery that a limited number of packages of Nathan’s hot dogs
had visible metal flakes between the hot dogs and the packaging film, the result of which led to the recall of approximately
200,000 pounds of Nathan’s hot dogs. Disruption of the operations of a manufacturer or other suppliers could disrupt our
supply of product or raw materials, which could have an adverse effect on our business, consolidated financial condition,
results of operations or liquidity. Additionally, actions we may take to mitigate the impact of any such disruption or potential
disruption, including increasing inventory in anticipation of a potential production or supply interruption, may adversely
affect our business, consolidated financial condition, results of operations or liquidity.

Leasing of real estate exposes us to possible liabilities and losses.

We lease land and/or buildings for certain restaurants, which can include the sub-letting of leased land and/or
buildings to franchisees or companies other than our franchisees. Accordingly, we are subject to all of the risks associated
with owning, leasing and sub-leasing real estate. We generally cannot cancel these leases. If an existing or future store is not
profitable, and we decide to close it, we may nonetheless be committed to perform the obligations under the applicable lease
including, among other things, paying the base rent for the balance of the lease term. In addition, as each of the leases expires,
we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close stores in
desirable locations.

We may evaluate acquisitions, joint ventures and other strategic initiatives, any of which could distract

management or otherwise have a negative effect on revenue, costs and stock price.

Our future success may depend on opportunities to buy or obtain rights to other businesses that could complement,
enhance or expand our current business or products or that might otherwise offer growth opportunities. In particular, we may
evaluate potential mergers, acquisitions, joint venture investments, strategic initiatives, alliances, vertical integration
opportunities and divestitures. We have no commitments, agreements or understandings with respect to any of such
transactions. In addition, our ability to engage in these transactions may be impacted by the incurrence of debt as a result of
our sale of the Notes. Any attempt by us to engage in these transactions may expose us to various inherent risks, including:

(cid:404) not accurately assessing the value, future growth potential, strengths, weaknesses, contingent and other

liabilities and potential profitability of acquisition candidates;
the potential loss of key personnel of an acquired business;
the ability to achieve projected economic and operating synergies;

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(cid:404) difficulties in successfully integrating, operating, maintaining and managing newly-acquired operations or

employees;

(cid:404) difficulties maintaining uniform standards, controls, procedures and policies;
(cid:404) unanticipated changes in business and economic conditions affecting an acquired business;
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the possibility of impairment charges if an acquired business performs below expectations; and
the diversion of management’s attention from the existing business to integrate the operations and
personnel of the acquired or combined business or implement the strategic initiative.

Our annual and quarterly financial results may fluctuate depending on various factors, many of which are

beyond our control, and, if we fail to meet the expectations of investors, our share price may decline.

Our sales and operating results can vary from quarter to quarter and year to year depending on various factors, many
of which are beyond our control. Certain events and factors may directly and immediately decrease demand for our products.
These events and factors include:

changes in customer demand;

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(cid:404) A reduction in the purchases of our hot dogs or other adverse consequences resulting from the recent
discovery that a limited number of packages of Nathan’s hot dogs had visible metal flakes between the hot
dogs and the packaging film;
sales promotions by Nathan’s and its competitors;

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(cid:404) variations in the timing and volume of Nathan’s sales and franchisees’ sales;
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changes in the terms of our existing license/supply agreements and/or the replacement of existing licenses
or suppliers;
changes in average same-store sales and customer visits;

(cid:404)
(cid:404) variations in the price, availability and shipping costs of supplies;
seasonal effects on demand for Nathan’s products;
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(cid:404) unexpected slowdowns in new store development efforts;
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(cid:404) weather and acts of God; and
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changes in competitive and economic conditions generally;
changes in the cost or availability of ingredients or labor;

changes in the number of franchises sold and in franchise agreement renewals.

Our operations are influenced by adverse weather conditions.

Weather, which is unpredictable, can impact our sales. Harsh weather conditions that keep customers from dining
out result in lost opportunities for our Company-owned and our franchisees’ restaurants. A heavy snowstorm or a tropical
storm or hurricane in the Northeast can shut down an entire metropolitan area, resulting in a reduction in sales in that area at
Company-owned and franchised restaurants. For instance, Superstorm Sandy forced the temporary closing of all of our
Company-owned restaurants. Our flagship Coney Island restaurant and our Boardwalk restaurant were closed for an extended
period of time. In addition, 78 franchised restaurants including 18 BMP locations were closed for varying periods of time,
one of which has not re-opened. Our fourth quarter includes winter months and historically has a lower level of sales at
Company-owned and franchised restaurants. Additionally, our Company-owned restaurants at Coney Island are heavily
dependent on favorable weather conditions during the summer season. Rain during the weekends and/or unseasonably cold
temperatures will negatively impact the number of patrons going to the Coney Island beach locations. Because a significant
portion of our restaurant operating costs is fixed or semi-fixed in nature, the loss of sales during these periods hurts our
operating margins, and can result in restaurant operating losses. For these reasons, a quarter-to-quarter comparison may not
be a good indication of our performance or how it may perform in the future.

Due to the concentration of our restaurants in particular geographic regions, our business results could be
impacted by the adverse economic conditions prevailing in those regions regardless of the state of the national economy
as a whole.

As of March 26, 2017, we and our franchisees (including units operated pursuant to our BMP) operated Nathan’s
restaurants in 19 states and 12 foreign countries. As of March 26, 2017, the highest concentration of operating units was in
the Northeast, principally in New York and New Jersey. This geographic concentration in the Northeast can cause economic
conditions in particular areas of the country to have a disproportionate impact on our overall results of operations. It is
possible that adverse economic conditions in states or regions that contain a high concentration of Nathan’s restaurants could
have a material adverse impact on our results of operations in the future.

We rely extensively on computer systems, point of sales system and information technology to manage our
business. Any disruption in our computer systems, point of sales system or information technology may adversely affect
our ability to run our business.

We are significantly dependent upon our computer systems, point of sales system and information technology to
properly conduct our business. A failure or interruption of computer systems, point of sales systems or information
technology could result in the loss of data, business interruptions or delays in business operations. Further, despite our
considerable efforts and technological resources to secure our computer systems, point of sales systems and information
technology, security breaches, such as unauthorized access and computer viruses, may occur resulting in system disruptions,
shutdowns or unauthorized disclosure of confidential information. Any security breach of our computer systems, point of
sales systems or information technology may result in adverse publicity, loss of sales and profits, penalties or loss resulting
from misappropriation of information.

We may be required to recognize additional asset impairment and other asset-related charges.

We have long-lived assets, a cost-method investment, goodwill and intangible assets and have incurred impairment
charges in the past with respect to those assets. In accordance with applicable accounting standards, we test for impairment
annually, or more frequently, if there are indicators of impairment, such as:

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(cid:404)

significant adverse changes in the business climate;
current period operating or cash flow losses combined with a history of operating or cash flow losses or a
projection or forecast that demonstrates continuing losses associated with long-lived assets;

(cid:404) operating or cash flow losses combined with a history of operating or cash flow losses or a projection or

forecast that demonstrates continuing losses associated with cost method investment;
a current expectation that more-likely-than-not (e.g., a likelihood that is more than 50%) long-lived assets
will be sold or otherwise disposed of significantly before the end of their previously estimated useful life;
and
a significant drop in our stock price.

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Based upon future economic and capital market conditions, as well as the performance of individual operating units,

future impairment charges could be incurred.

Catastrophic events may disrupt our business.

Unforeseen events, or the prospect of such events, including war, terrorism and other international conflicts, public
health issues such as epidemics or pandemics, labor unrest and natural disasters such as earthquakes, hurricanes or other
extreme adverse weather and climate conditions, whether occurring in the United States or abroad, could disrupt our
operations, disrupt the operations of franchisees, suppliers or customers, or result in political or economic instability. These
events could negatively impact consumer spending, thereby reducing demand for our products, or the ability to receive
products from suppliers. We do not have insurance policies that insure against certain of these risks. To the extent that we do
maintain insurance with respect to some of these risks, our receipt of the proceeds of such policies may be delayed or the
proceeds may be insufficient to offset our losses fully.

Our international operations are subject to various factors of uncertainty.

Our business outside of the United States is subject to a number of additional factors, including international
economic and political conditions, differing cultures and consumer preferences, currency regulations and fluctuations, diverse
government regulations and tax systems, uncertain or differing interpretations of rights (including intellectual property rights)
and obligations in connection with international franchise agreements and the collection of royalties from international
franchisees, the availability and cost of land and construction costs, and the availability of appropriate franchisees. In
developing markets, we may face risks associated with new and untested laws and judicial systems. Although we believe we
have developed the support structure required for international growth, there is no assurance that such growth will occur or
that international operations will be profitable.

Fluctuations in weather, supply and demand and economic conditions could adversely affect the cost, availability
and quality of some of our critical products, including beef. Our inability to obtain requisite quantities of high-quality
ingredients would adversely affect our ability to provide the menu items that are central to our business, and the highly
competitive nature of our industry may limit our ability to pass through increased costs to our customers. Continuing increases
in the cost of fuel would increase the distribution costs of our prime products thereby increasing the food and paper cost to
us and to our franchisees, thus negatively affecting profitability.

We have sought to lock in the cost of a portion of our beef purchases by entering into various commitments to
purchase hot dogs during certain periods in an effort to ensure supply of product at a fixed cost of product. However, we may
be unable to enter into similar purchase commitments in the future. In addition, we do not have the ability to effectively hedge
all of our beef purchases using futures or forward contracts without incurring undue financial cost and risk.

Our business operations and future development could be significantly disrupted if we lose key members of our

management team.

The success of our business continues to depend to a significant degree upon the continued contributions of our
senior officers and key employees, both individually and as a group. Our future performance will be substantially dependent,
in particular, on our ability to retain and motivate our executive officers, for certain of whom we currently have employment
agreements in place. The loss of the services of any of our executive officers could have a material adverse effect on our
business, financial condition, results of operations and prospects, as well as our ability to satisfy our obligations under the
Notes. If we lose the services of any of these individuals in the foreseeable future; we currently have no effective replacement
for any of these individuals due to their experience, reputation in the industry and special role in our operations.

A recent ruling and complaint filed by the general counsel of the National Labor Relations Board could, if

upheld, make us liable for violations of overtime, wage or union-organization violations by our franchisees.

On July 29, 2014, the General Counsel of the National Labor Relations Board (NLRB) issued a statement
announcing that McDonald’s Corp. might be charged with being jointly liable for labor and wage violations by its franchisees.
Subsequently on December 19, 2014, the General Counsel issued complaints alleging that McDonald’s Corp. was a “joint
employer” with its franchisees at certain franchised locations, under certain fact patterns. McDonald’s Corp. and its
franchisees are currently in administrative litigation with the NLRB. If the complaints are not dismissed and the NLRB
prevails in the administrative proceedings (as well as in related appeals in federal courts that will ensue), and depending upon
the facts charged in that case, the “joint employment” principle may be extended more broadly to franchisors other than
McDonald’s Corp. (such as Nathan’s). If that took place, then we also might be held partly liable in cases of alleged overtime,
wage, or union-organizing violations by our franchisees. Similar to the NLRB’s action, there have been private lawsuits in
which parties have alleged that a franchisor and its franchisee “jointly employ” the franchisee’s staff, that the franchisor is
responsible for the franchisees’ staff (under theories of apparent agency, ostensible agency, or actual agency), or otherwise.
Among other things, a determination that Nathan's and its franchisees are joint employers of one or more franchisees’ staff
may make it easier to organize our franchisees’ staff into unions, provide the staff and their union representatives with
bargaining power to request that we have our franchisees raise wages, and make it more expensive and less profitable to
operate a Nathan’s franchised restaurant. A decrease in profitability or the closing of a significant number of franchised
restaurants could significantly impact our business (as well as our franchisees’ businesses), and we may also be significantly
impacted if the NLRB successfully brought an action against our company alleging that we are a “joint employer” of our
franchisees’ staffs.

We face risks of litigation and pressure tactics, such as strikes, boycotts and negative publicity from customers,
franchisees, suppliers, employees and others, which could divert our financial, and management resources and which
may negatively impact our financial condition and results of operations.

Class action lawsuits have been filed, and may continue to be filed, against various quick-service restaurants
alleging, among other things, that quick-service restaurants have failed to disclose the health risks associated with high-fat
foods and that quick-service restaurant marketing practices have targeted children and encouraged obesity. In addition, we
face the risk of lawsuits and negative publicity resulting from injuries, including injuries to infants and children, allegedly
caused by our products, toys and other promotional items available in our restaurants or by our playground equipment.

In addition to decreasing our sales and profitability and diverting our management resources, adverse publicity such
as the recent recall of approximately 200,000 pounds of our hot dogs due to the discovery of visible metal flakes between the
hot dogs and the packaging film, or a substantial judgment against us could negatively impact our business, results of
operations, financial condition and brand reputation, hindering our ability to attract and retain franchisees, expand our BPP
and otherwise grow our business in the United States and internationally.

In addition, activist groups, including animal rights activists and groups acting on behalf of franchisees, the workers
who work for suppliers and others, have in the past, and may in the future, use pressure tactics to generate adverse publicity
by alleging, for example, inhumane treatment of animals by our suppliers, poor working conditions or unfair purchasing
policies. These groups may be able to coordinate their actions with other groups, threaten strikes or boycotts or enlist the
support of well-known persons or organizations in order to increase the pressure on us to achieve their stated aims. In the
future, these actions or the threat of these actions may force us to change our business practices or pricing policies, which
may have a material adverse effect on our business, results of operations and financial condition.

Further, we may be subject to employee, franchisee and other claims in the future based on, among other things,
mismanagement of the system, unfair or unequal treatment, discrimination, harassment, wrongful termination and wage, rest
break and meal break issues, including those relating to overtime compensation. We have been subject to these types of
claims in the past, and if one or more of these claims were to be successful or if there is a significant increase in the number
of these claims, our business, results of operations and financial condition could be harmed.

General regulation of the restaurant industry could adversely impact our business, financial condition, results of

operations and prospects.

The restaurant industry is subject to extensive federal, state and local governmental regulations, including those
relating to the preparation and sale of food and those relating to building and zoning requirements. In recent years, there has
been an increased legislative, regulatory and consumer focus on nutrition and advertising practices in the food industry,
particularly among restaurants. This focus has resulted in, and may continue to result in, the enactment of laws and regulations
27

that impact the ingredients and nutritional content of our menu offerings. For example, a number of states, counties and cities
have enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information available
to customers, or have enacted legislation restricting the use of certain types of ingredients in restaurants. Furthermore, the
2010 Patient Protection and Affordable Care Act (“PPACA”) establishes a uniform, federal requirement for certain
restaurants to post nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and
Cosmetic Act to require chain restaurants with 20 or more locations operating under the same name and offering substantially
the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a
statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered
restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard
menu item, and to provide a statement on menus and menu boards about the availability of this information.

The PPACA further permits the United States Food and Drug Administration (the “FDA”) to require covered
restaurants to make additional nutrient disclosures, such as disclosure of trans fat content. The FDA nutritional labeling rules
require establishments to post calorie counts on all menu items, calorie boards and drive-thru displays throughout the United
States. Businesses affected by the new regulations have one year to comply. Compliance with current and future laws and
regulations regarding the ingredients and nutritional content of our menu items may be costly and time-consuming.

An unfavorable report on, or reaction to, our menu ingredients, the size of our portions or the nutritional content of
our menu items could negatively influence the demand for our offerings. Additionally, if consumer health regulations or
consumer eating habits change significantly, we may be required to modify or discontinue certain menu items, and we may
experience higher costs associated with the implementation of those changes. Additionally, some government authorities are
increasing regulations regarding trans fats and sodium, which may require us to limit or eliminate trans fats and sodium from
our menu offerings, switch to higher cost ingredients or may hinder our ability to operate in certain markets. Failure to comply
with these laws or regulations could have a material adverse effect on our business, financial condition, results of operations
and prospects.

We cannot make any assurances regarding our ability to effectively respond to changes in consumer health
perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu
offerings to trends in eating habits. The imposition of menu-labeling laws could have an adverse effect on our results of
operations and financial position, as well as the restaurant industry in general.

Changes in the U.S. healthcare system could increase our cost of doing business.

In March 2010, the federal government passed new legislation to reform the U.S. health care system. As part of the
plan, employers are expected to provide their employees with minimum levels of healthcare coverage or incur certain
financial penalties. Our workforce includes numerous part-time workers, which may increase our health care costs and expose
us to certain excise taxes, in the event that healthcare is offered to less than 95% of our full-time employees, as defined by
the legislation. Additionally, some states and localities have passed state and local laws mandating the provision of certain
levels of health benefits by some employers. Increased health care costs could have a material adverse effect on our business,
financial condition and results of operations.

Changes in tax laws and unfavorable resolution of tax contingencies could adversely affect our tax expense.

Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and
internationally. From time to time, the United States Congress and foreign, state and local governments consider legislation
that could increase our effective tax rates. If changes to applicable tax laws are enacted, our results of operations could be
negatively impacted. Our tax returns and positions (including positions regarding jurisdictional authority of foreign
governments to impose tax) are subject to review and audit by federal, state, local and international taxing authorities. An
unfavorable outcome to a tax audit could result in higher tax expense, thereby negatively impacting our results of operations.

Our certificate of incorporation and by-laws and other corporate documents include anti-takeover provisions

which may deter or prevent a takeover attempt.

Some provisions of our certificate of incorporation, by-laws, other corporate documents, including the terms and
condition of our Notes, and provisions of Delaware law may discourage takeover attempts and hinder a merger, tender offer
or proxy contest targeting us, including transactions in which stockholders might receive a premium for their shares. This
may limit the ability of stockholders to approve a transaction that they may think is in their best interest. The corporate
documents include:

(cid:404)

Shareholder Rights Agreement. We adopted a rights agreement which provided for a dividend distribution
of one right for each share to holders of record of common stock on June 17, 2013. The rights become
exercisable in the event any person or group accumulates 15% or more of our common stock, or if any
person or group announces an offer which would result in it owning 15% or more of our common stock
and our management does not approve of the proposed ownership.

(cid:404) Employment Contracts. The employment agreements between us and each of Howard M. Lorber and Eric
Gatoff provide that in the event there is a change in control of Nathan’s, the employee has the option,
exercisable within one year for each of Messrs. Lorber and Gatoff, of his becoming aware of the change in
control, to terminate his employment agreement. Upon such termination, Mr. Gatoff has the right to receive
a lump sum payment equal to his salary and annual bonus for a one-year period, and Mr. Lorber has the
right to receive a lump sum payment equal to the greater of (i) his salary and annual bonuses for the
remainder of the employment term or (ii) 2.99 times his salary and annual bonus plus the difference between
the exercise price of any exercisable options having an exercise price of less than the then current market
price of our common stock and such current market price. Mr. Lorber will also receive a tax gross up
payment to cover any excise tax.

Risks Related to the Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our

obligations under the Notes and our other debt.

As of March 26, 2017, we had $135.0 million of indebtedness under the Senior Secured Notes. Our substantial

indebtedness could have important consequences to you. For example, it could:

increase our vulnerability to general adverse economic and industry conditions;

(cid:404)
(cid:404) make it more difficult for us to satisfy our other financial obligations, including our obligations relating to

(cid:404)
(cid:404)

the Notes;
restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;
require us to dedicate a substantial portion of our cash flow from operations to payments on our
indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital
expenditures and other general corporate purposes;

(cid:404) make it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and

(cid:404)

acceleration of such indebtedness;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate;

(cid:404) place us at a competitive disadvantage compared to our competitors that have less debt; and
(cid:404)

limit our ability to borrow additional funds or increase our cost of borrowing.

Moreover, because of the interest payments we are required to make, our net income beginning fiscal 2016 and
beyond will have a significant negative impact compared to our reported net income in fiscal 2015 period and prior periods.
As we entered into the indenture on March 10, 2015 we were only required to accrue interest expense for 20 days during the
fiscal 2015 period. In contrast, the full year impact of interest expense on net income has been reflected in our year end results
for fiscal 2016 and fiscal 2017 and will be reflected in future periods so long as the Notes remain outstanding.

In addition, the terms of the indenture governing the Notes contain restrictive covenants that limit our ability to
engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an
event of default which, if not cured or waived, could result in the acceleration of all of our debts, including the Notes. The

occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of
operations, prospects or ability to satisfy our obligations under the Notes.

Despite our current indebtedness level, we may still be able to incur significant additional amounts of debt, which

could further exacerbate the risks associated with our substantial indebtedness.

We may be able to incur substantial additional indebtedness, including additional Notes and other secured
indebtedness, in the future. Although the indenture governing the Notes will contain restrictions on the incurrence of
additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under
certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be
substantial. If new debt is added to our existing debt levels, the related risks that we face would intensify and we may not be
able to meet all our debt obligations, including the repayment of the Notes. In addition, the indenture governing the Notes
will not prevent us from incurring obligations that do not constitute indebtedness under the indenture.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends
on many factors beyond our control. As such, we may not be able to generate sufficient cash to service the Notes or our
other indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may
not be successful.

Our ability to make payments on and to refinance our indebtedness, including the Notes, to fund planned capital
expenditures and to maintain sufficient working capital will depend on our ability to generate cash in the future. This, to a
certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond
our control.

We cannot assure you that our business will generate sufficient cash flow from operations or future borrowings from
other sources in an amount sufficient to enable us to service our indebtedness, including the Notes, or to fund our other
liquidity needs. If our cash flows and capital resources are insufficient to allow us to make scheduled payments on our
indebtedness, we may need to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or
refinance all or a portion of our indebtedness, including the Notes, on or before the maturity thereof, any of which could have
a material adverse effect on our operations. We cannot assure you that we will be able to refinance any of our indebtedness,
including the Notes, on commercially reasonable terms or at all, or that the terms of that indebtedness will allow any of the
above alternative measures or that these measures would satisfy our scheduled debt service obligations. If we are unable to
generate sufficient cash flow to repay or refinance our debt on favorable terms, it could significantly adversely affect our
financial condition, the value of our outstanding debt, including the Notes, and our ability to make any required cash payments
under our indebtedness, including the Notes. Our ability to restructure or refinance our debt will depend on the condition of
the capital markets and our financial condition at that time. Any refinancing of our debt could be at higher interest rates and
may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, any
future credit facility may be secured by a priority lien on substantially all of our assets. As such, our ability to refinance the
Notes or seek additional financing could be impaired as a result of such security interest.

We are subject to a number of restrictive covenants, which may restrict our business and financing activities.

The indenture governing the Notes will impose, and the terms of any future indebtedness may impose, operating
and other restrictions on us. Such restrictions will affect, and in many respects limit or prohibit, among other things, our
ability to:

incur or guarantee additional indebtedness or issue certain preferred stock;

redeem, repurchase or retire our equity interests, unsecured indebtedness or subordinated indebtedness;

(cid:404)
(cid:404) pay dividends on or make distributions in respect of our equity interests;
(cid:404)
(cid:404) make certain investments;
transfer or sell assets;
(cid:404)
create or incur certain liens;
(cid:404)
(cid:404)
create restrictions on the ability of our subsidiaries to pay dividends or make other payments to us;
(cid:404) merge or consolidate with other companies or sell, transfer or otherwise dispose of all or substantially all

of our and our restricted subsidiaries’ assets;
(cid:404)
engage in certain transactions with our affiliates; and
(cid:404) designate our subsidiaries as unrestricted subsidiaries.

The restrictions in the indenture governing the Notes may prevent us from taking actions that we believe would be
in the best interests of our business, and may make it difficult for us to successfully execute our business strategy or effectively
compete with companies that are not similarly restricted. We also may incur future debt obligations that might subject us to
additional restrictive covenants that could affect our financial and operational flexibility. Our ability to comply with these
covenants in future periods will largely depend on the pricing of our products and services, and our ability to successfully
implement our overall business strategy. We cannot assure you that we will be granted waivers or amendments to these
agreements if for any reason we are unable to comply with these agreements. The breach of any of these covenants and
restrictions could result in a default under the indenture governing the Notes, which could result in an acceleration of our
indebtedness.

Item 1B.

Unresolved Staff Comments.

None.

Item 2.

Properties.

Our principal executive offices consist of approximately 9,300 square feet of leased space in a modern office
building in Jericho, NY. The lease commenced on January 1, 2010, has a ten (10) year term, with a five (5) year renewal
right. We also own a regional office building consisting of approximately 9,500 square feet in Fort Lauderdale, Florida. We
currently own one restaurant property consisting of a 2,650 square foot Nathan’s restaurant at 86th Street in Brooklyn, NY,
located on a 25,000 square foot lot.

At March 26, 2017, other Company-owned restaurants that were operating were located in leased space with terms

expiring as shown in the following table:

Nathan’s Restaurants
Coney Island
Coney Island Boardwalk
Long Beach Road
Central Park Avenue

Location
Brooklyn, NY
Brooklyn, NY
Oceanside, NY
Yonkers, NY

Current Lease
Expiration Date

December 2027
November 2019 (a)
April 2030
December 2023

Approximate
Square Footage
10,000
3,800
4,100
3,500

(a)

(b)

Seasonal satellite location.

At March 26, 2017, in addition to the leases listed above, we were the sub-lessor of one property to a franchisee
located within the metropolitan New York area.

Aggregate rental expense, net of sublease income, under all current leases amounted to $1,566,000 in fiscal 2017.

Item 3.

Legal Proceedings.

We and our 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 our 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 our results of operations for the period in which the ruling occurs.

Item 4.

Mine Safety Disclosures.

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.

Common Stock Prices

Our common stock is quoted on the NASDAQ Global Market (“Nasdaq”) under the symbol “NATH.” The following

table sets forth the high and low closing sales prices per share for the periods indicated:

Fiscal year ended March 26, 2017
First quarter ...................................................................................................................... $
Second quarter ..................................................................................................................
Third quarter ....................................................................................................................
Fourth quarter ...................................................................................................................

Fiscal year ended March 27, 2016
First quarter ...................................................................................................................... $
Second quarter ..................................................................................................................
Third quarter ....................................................................................................................
Fourth quarter ...................................................................................................................

High

Low

46.86 $
51.37
65.00
66.10

58.57 $
42.77
51.42
54.44

40.85
42.08
48.00
57.80

36.26
30.36
37.27
42.03

At June 6, 2017, the closing price per share for our common stock, as reported by Nasdaq, was $63.80.

Performance Graph

The graph below represents the Company’s cumulative 5-year total shareholder return on common stock with the
cumulative total returns of the S&P 500 index and the S&P Restaurant Index. The graph tracks the performance of a $100
investment in our common stock and in each of our indexes (with the reinvestment of all dividends).

Dividend Policy

We do not anticipate that we will pay any cash dividends in the foreseeable future and our ability to pay future
dividends is limited by the terms of the indenture with US Bank National Association, as trustee and collateral trustee. Other
than the payment of a special dividend of $25.00 per share in March 2015, we have not declared or paid a regular cash
dividend on our common stock since our initial public offering. It has been the Board of Directors’ policy to return capital to
our shareholders primarily through the purchase of stock pursuant to our stock buyback programs. In addition to the terms of
the Indenture, the payment of any cash dividends in the future will be dependent upon our earnings and financial requirements.

Shareholders

As of June 6, 2017, we had approximately 467 shareholders of record, excluding shareholders whose shares were

held by brokerage firms, depositories and other institutional firms in “street name” for their customers.

Issuer Purchases of Equity Securities

For the fiscal year ended March 26, 2017, the Company repurchased 30,616 shares at a cost of $1,272,000 of its

common stock. The Company did not repurchase any of its common stock during the quarter ended March 26, 2017.

Since the commencement of the Company’s stock buyback program in September 2001 through March 26, 2017,
Nathan’s has purchased a total of 5,127,373 shares of common stock at a cost of approximately $77,303,000 under all of its
stock repurchase programs and two modified Dutch Auction tender offers, which includes the shares purchased during the
fiscal year ended March 26, 2017.

On February 1, 2016 and March 11, 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 March 26,
2017, Nathan’s has repurchased 939,742 shares at a cost of $29,640,676 under the sixth stock repurchase plan. At March 26,
2017, there were 260,258 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.

Item 6.

Selected Financial Data.

March 26,
2017

Fiscal years ended (1)
March 29,
March 27,
2016
2015
(In thousands, except per share amounts)

March 30,
2014

March 31,
2013

Statement of Earnings Data:
Revenues:

Sales (3) ....................................................................... $
License royalties ..........................................................
Franchise fees and royalties.........................................
Total revenues .........................................................

71,216 $
20,368
5,068
96,652

76,031 $
19,815
5,044
100,890

75,520 $
18,011
5,581
99,112

65,521 $
8,513
5,718
79,752

Costs and Expenses:

Cost of sales ................................................................
Restaurant operating expenses .....................................
Depreciation and amortization .....................................
General and administrative expenses ...........................
Total costs and expenses..............................................

52,030
3,386
1,297
13,659
70,372

57,998
3,557
1,255
13,117
75,927

61,951
3,747
1,253
12,203
79,154

53,072
3,142
1,157
11,460
68,831

56,656
8,571
5,842
71,069

44,874
2,700
940
10,437
58,951

Income from operations ...............................................

26,280

24,963

19,958

10,921

12,118

Interest expense ...........................................................
Interest and other income, net ......................................
Insurance gain .............................................................
Impairment charge long-term investment ....................
Income before provision for income taxes .......................
Provision for income taxes ..............................................

Net income (3) ............................................................. $

(14,665)
189
-
-
11,804
4,319
7,485 $

(14,630 )
151
-
(100 )
10,384
4,288
6,096 $

(816)
263
-
-
19,405
7,702
11,703 $

(135)
401
2,774
(400)
13,561
5,234
8,327 $

Income per share:

Basic (3) .................................................................. $
Diluted (3) ............................................................... $

1.79 $
1.78 $

1.38 $
1.37 $

2.61 $
2.55 $

1.87 $
1.81 $

Dividends declared per share ........................................... $
Dividends declared total .................................................. $

- $
- $

25.00 $
116,110 $

- $
- $

Weighted average shares used in computing net income

per share
Basic ............................................................................
Diluted .........................................................................

Balance Sheet Data at End of Fiscal Year:

4,172
4,206

4,430
4,463

4,486
4,588

4,450
4,605

Working capital ........................................................... $
Total assets .................................................................. $
Long-term debt, net (4) ................................................ $
Stockholders’ (deficit) equity ...................................... $

56,763 $
78,125 $
131,475 $
(66,491) $

49,779 $
71,549 $
130,266 $
(72,336 ) $

61,328 $
84,389 $
129,140 $
(59,908) $

35,378 $
56,135 $
- $
43,897 $

Supplemental Non-GAAP information (5):

EBITDA (6) ................................................................. $
Adjusted EBITDA (7) ................................................. $

27,766 $
28,348 $

26,269 $
27,155 $

21,474 $
22,497 $

14,853 $
13,350 $

(453)
474
-
-
12,139
4,671
7,468

1.70
1.63

-
-

4,400
4,588

27,525
49,662
-
34,148

13,532
14,289

Selected Restaurant Operating Data:
Company-owned restaurant sales (3) ............................... $

Number of Units Open at End of Fiscal Year:

Company-owned restaurants (8) ..................................
Franchised ...................................................................

15,042 $

16,664 $

15,874 $

13,231 $

13,403

5
279

5
259

5
296

5
324

5
303

Notes to Selected Financial Data

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Our fiscal year ends on the last Sunday in March, which results in a 52- or 53-week year. The fiscal years ended
March 26, 2017, March 27, 2016, March 29, 2015 and March 30, 2014 were each on the basis of a 52-week reporting
period, whereas the fiscal year ended March 31, 2013 was on the basis of a 53-week reporting period.

See Notes A, B and M of the Consolidated Financial Statements for the fiscal year ended March 26, 2017, for any
accounting changes, business combinations or dispositions of business operations that materially affect the
comparability of the information reflected in this Item 6.

On October 29, 2012, the Northeastern United States was hit by Superstorm Sandy which caused significant damage
to our Flagship Coney Island location closing the restaurant for repair from October 29, 2012 until May 20, 2013.
During the first quarter of fiscal 2014, Nathan’s settled the property claim with its insurance carriers and received
approximately $3.4 million, net of fees, and used these proceeds towards the rebuilding of the restaurant. In April
2014, Nathan’s settled the business interruption claim with the insurance carrier and received approximately
$718,000, net of fees. On November 25, 2012, we closed the Company-owned restaurant in Yonkers, New York, as
a part of a redevelopment of the property into a strip center, which includes a new Nathan’s Company-owned
restaurant that re-opened on November 18, 2013. Additionally, our Oceanside restaurant was also temporarily closed
from January 4, 2015 until March 25, 2015 due to its relocation. These three events significantly impacted our
results of operations and the comparability of restaurant operations during the fiscal 2015 and fiscal 2014 periods
reported.

Represents $135.0 million outstanding debt net of unamortized debt issuance costs of $3,525, $4,734 and $5,860 at
March 26, 2017, March 27, 2016 and March 29, 2015, respectively.

The Company has provided EBITDA and Adjusted EBITDA that the Company believes will impact the
comparability of its results of operations. The Company believes that EBITDA and Adjusted EBITDA are useful to
investors to assist in assessing and understanding the Company's operating performance and underlying trends in
the Company's business because EBITDA and Adjusted EBITDA are (i) among the measures used by management
in evaluating performance and (ii) are frequently used by securities analysts, investors and other interested parties
as a common performance measure. EBITDA and Adjusted EBITDA are not recognized terms under US GAAP
and should not be viewed as alternatives to net income (loss) or other measures of financial performance or liquidity
in conformity with US GAAP. Additionally, our definitions of EBITDA and Adjusted EBITDA may differ from
other companies. Analysis of results and outlook on a non-US GAAP basis should be used as a complement to, and
in conjunction with, data presented in accordance with US GAAP.

EBITDA represents net income adjusted for the reversal of (1) interest expense; (2) provision for income taxes and
(3) depreciation and amortization expense.

Adjusted EBITDA represents EBITDA adjusted for the reversal of (1) share-based compensation; (2) amortization
of bond premium on available-for-sale securities; (3) insurance gain in fiscal 2014 and (4) impairment charges on
long-term investment in fiscal 2016 and 2014.

(8)

Included the Coney Island and Yonkers restaurants that were being re-developed on March 31, 2013.

Reconciliation of GAAP and Non-GAAP Measures

The following is provided to supplement certain Non-GAAP financial measures discussed in the Selected Financial Data
presented above.

In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles
in the United States of America ("US GAAP"), the Company has provided EBITDA excluding (i) interest expense; (ii)
provision for income taxes and (iii) depreciation and amortization expense. The Company has also provided Adjusted
EBITDA excluding (i) stock-based compensation; (ii) amortization of bond premium on the Company’s available-for sale
investments; (iii) insurance gain and (iv) impairment charge on long-term investment that the Company believes will impact
the comparability of its results of operations.

The Company believes that EBITDA and Adjusted EBITDA are useful to investors to assist in assessing and
understanding the Company's operating performance and underlying trends in the Company's business because EBITDA and
Adjusted EBITDA are (i) among the measures used by management in evaluating performance and (ii) are frequently used
by securities analysts, investors and other interested parties as a common performance measure.

EBITDA and Adjusted EBITDA are not recognized terms under US GAAP and should not be viewed as alternatives
to net income or other measures of financial performance or liquidity in conformity with US GAAP. Additionally, our
definitions of EBITDA and Adjusted EBITDA may differ from other companies. Analysis of results and outlook on a non-
US GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with US GAAP.

(In thousands)

2017

2016

Fiscal Year (1)
2015

2014

2013

Net income ...........................................................
Interest expense ....................................................
Income taxes ........................................................
Depreciation & amortization ................................
EBITDA .................................................

Insurance gain ......................................................
Impairment charge long-term investment ............
Amortization of bond premium ............................
Stock-based compensation ...................................
ADJUSTED EBITDA ............................

7,485
14,665
4,319
1,297
27,766

-
-
-
582
28,348

6,096
14,630
4,288
1,255
26,269

-
100
64
722
27,155

11,703
816
7,702
1,253
21,474

-
-
164
859
22,497

8,327
135
5,234
1,157
14,853

(2,774)
400
150
721
13,350

7,468
453
4,671
940
13,532

-
-
130
627
14,289

(1) Our fiscal year ends on the last Sunday in March which results in a 52- 53-week year. The fiscal years ended March 26,
2017, March 27, 2016, March 29, 2015 and March 30, 2014 consisted of 52 weeks. The fiscal year ended March 31, 2013
consisted of 53 weeks.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

We are engaged primarily in the marketing of the “Nathan’s Famous” brand and the sale of products bearing the
“Nathan’s Famous” trademarks through several different channels of distribution. Historically, our business has been the
operation and franchising of quick-service restaurants featuring Nathan’s World Famous Beef Hot Dogs, crinkle-cut French-
fried potatoes, and a variety of other menu offerings. Our Company-owned and franchised units operate under the name
“Nathan’s Famous,” the name first used at our original Coney Island restaurant opened in 1916. Nathan’s product licensing
program began in 1978 by selling packaged hot dogs and other meat products to retail customers through supermarkets or
grocery-type retailers for off-site consumption. During fiscal 1998, we introduced our Branded Product Program, which
currently enables foodservice retailers and others to sell some of Nathan’s proprietary products outside of the realm of a
traditional franchise relationship. In conjunction with this program, purchasers of Nathan’s products are granted a limited use
of the Nathan’s Famous trademark with respect to the sale of the purchased products, including Nathan’s World Famous Beef
Hot Dogs, certain other proprietary food items and paper goods. Our Branded Menu Program is a limited franchise program,
under which foodservice operators may sell a greater variety of Nathan’s Famous menu items than under the Branded Product
Program.

Our revenues are generated primarily from selling products under Nathan’s Branded Product Program, Restaurant
operations consisting of Company-owned restaurants and franchising the Nathan’s restaurant concept (including under the
Branded Menu Program) and Product licensing agreements for the sale of Nathan’s products within supermarkets and club
stores, the manufacture of certain proprietary spices and the sale of Nathan’s products directly to other foodservice operators.
For further information please see Note K - Segment Information in the accompanying financial statements.

The following summary reflects the franchise openings and closings of the Nathan’s franchise system for the fiscal

years ended March 26, 2017, March 27, 2016, March 29, 2015, March 30, 2014 and March 31, 2013.

Franchised restaurants operating at the beginning of the
period...........................................................................
Franchised restaurants opened during the period ............
Franchised restaurants closed during the period .............
Franchised restaurants operating at the end of the

March 26,
2017

March 27,
2016

March 29,
2015

March 30,
2014

March 31,
2013

259
53
(33)

296
56
(93)

324
36
(64)

303
56
(35)

299
40
(36)

period...........................................................................

279

259

296

324

303

At March 26, 2017, our franchise system consisted of 279 Nathan’s franchised units located in 19 states, and 12
foreign countries. We also operate five Company-owned Nathan’s units, including one seasonal location, within the New
York metropolitan area.

As described in Risk Factors and other sections in this Annual Report on Form 10-K for the year ended March 26,
2017, our future results could be impacted by many developments. In March 2014, John Morrell & Co., a subsidiary of
Smithfield Foods, Inc. became Nathan’s exclusive licensee to manufacture and sell hot dogs, sausage and corned beef at
retail. Our future operating results are substantially depended on our agreement with John Morrell & Co. There are also
certain risks associated with engaging John Morrell & Co. as exclusive licensee including whether (i) we can maintain or
improve the quality and consistency of our products that is expected by our customers, and (ii) John Morrell & Co. will have
a sufficient supply of products available for our customers on a timely basis, as well as the risks described under “Risk Factors
- - Our licensing revenue is substantially depended on our agreement with John Morrell & Co. and the loss or a significant
reduction of this revenue would have a material adverse effect on our financial condition and results of operations.”

Our future operating results could be impacted by supply constraints on beef prices and/or increases in beef prices.

On March 10, 2015, we consummated a $135 million offering of Notes and subsequently paid a dividend of $25.00
per share (or approximately $116 million in the aggregate). As we consummated the Notes offering on March 10, 2015, we
were only required to accrue interest expense for 20 days during fiscal 2015. In contrast, the full year impact of interest
expense on net income has been reflected in our year end results for the periods ended March 27, 2016 and March 26, 2017.
Our future results could also be impacted by our interest obligations under the Notes. As a result of the issuance of the Notes,
Nathan’s expects to incur interest expense of $13.5 million per annum and annual amortization of debt issuance costs of
approximately $1,200,000. The Indenture governing the Notes imposes operating and other restrictions on us.

During the fiscal year ending March 26, 2017, we paid interest of $6,750,000 on each September 15, 2016 and

March 15, 2017.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the notes to our consolidated financial statements contain information
that is pertinent to management’s discussion and analysis. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. We believe the
following critical accounting policies involve additional management judgment due to the sensitivity of the methods,
assumptions and estimates necessary in determining the related asset and liability amounts.

Revenue Recognition

Sales by Company-owned restaurants, which are typically paid in cash by the customer, are recognized at the point

of sale. Sales are presented net of sales tax.

In connection with its franchising operations, Nathan’s receives initial franchise fees, area development fees,

royalties, and in certain cases, revenue from sub-leasing restaurant properties to franchisees.

Franchise and area development fees, which are typically received prior to completion of the revenue recognition
process, are recorded as deferred revenue. Initial franchise fees, which are non-refundable, are recognized as income when
substantially all services to be performed by Nathan’s and conditions relating to the sale of the franchise have been performed
or satisfied, which generally occurs when the franchised restaurant commences operations. The following services are
typically provided by Nathan’s prior to the opening of a franchised restaurant:

(cid:404) Approval of all site selections to be developed.
(cid:404) Provision of architectural plans suitable for restaurants to be developed.
(cid:404) Assistance in establishing building design specifications, reviewing construction compliance and equipping the

restaurant.

(cid:404) Provision of appropriate menus to coordinate with the restaurant design and location to be developed.
(cid:404) Provision of management training for the new franchisee and selected staff.
(cid:404) Assistance with the initial operations and marketing of restaurants being developed.

Development fees are nonrefundable and the related agreements require the franchisee to open a specified number
of restaurants in the development area within a specified time period or the agreements may be canceled by the Company.
Revenue from development agreements is deferred and shall be recognized, with an appropriate provision for estimated
uncollectible amounts, when all material services or conditions to the sale have been substantially performed by the
franchisor. If substantial obligations under the development agreement are not dependent on the number of individual
franchise locations to be opened, substantial performance shall be determined using the same criteria applicable to an
individual franchise, which is generally the opening of the first location pursuant to the development agreement. If substantial
performance is dependent on the number of locations, then the development fee is deferred and recognized ratably over the
term of the agreement, as restaurants in the development area commence operations on a pro rata basis to the minimum
number of restaurants required to be open, or at the time the development agreement is effectively canceled.

Nathan’s recognizes franchise royalties on a monthly basis which are generally based upon a percentage of sales
made by Nathan’s franchisees, when they are earned and deemed collectible. Franchise fees and royalties that are not deemed
to be collectible are not recognized as revenue until paid by the franchisee, or until collectability is deemed to be reasonably
assured.

Nathan’s recognizes revenue from its Branded Menu Program either upon its sale of hot dogs or royalty income
when it has been determined that other qualifying products have been sold by the manufacturer to Nathan’s Branded Menu
Program franchisees.

Nathan’s recognizes revenue from the Branded Product Program upon delivery to Nathan’s customers via third party

common carrier to Nathan’s customers. Rebates to customers are recorded as a reduction to sales.

Revenue from sub-leasing properties is recognized as income as the revenue is earned and becomes receivable and
deemed collectible. Sub-lease rental income is presented net of associated lease costs in the consolidated statements of
earnings.

Nathan’s recognizes revenue from royalties on the licensing of the use of its intellectual property in connection with
certain products produced and sold by outside vendors. The use of the Nathan’s intellectual property must be approved by
Nathan’s prior to each specific application to ensure proper quality and project a consistent image. Revenue from license
royalties is recognized on a monthly basis when it is earned and deemed collectible.

In the normal course of business, we extend credit to franchisees and licensees for the payment of ongoing royalties
and to trade customers of our Branded Product Program. Accounts and other receivables, net, as shown on our consolidated
balance sheets are net of allowances for doubtful accounts. An allowance for doubtful accounts is determined through analysis
of the aging of accounts receivable at the date of the financial statements, assessment of collectability based upon historical
trends and an evaluation of the impact of current and projected economic conditions. In the event that the collectability of a
receivable at the date of the transaction is doubtful, the associated revenue is not recorded until the facts and circumstances
change in accordance with the applicable accounting standards. The Company writes off accounts receivable when they are
deemed uncollectible.

Impairment of Goodwill and Other Intangible Assets

Goodwill and intangible assets are deemed to have indefinite lives, and accordingly, are not amortized, but are
evaluated annually (or more frequently if events or changes in circumstances indicate the carrying value may not be
recoverable) for impairment. The most significant assumptions, which are used in this test, are estimates of future cash flows.
We typically use the same assumptions for this test as we use in the development of our business plans. If these assumptions
differ significantly from actual results, impairment charges may be required in the future. We conducted our annual
impairment tests and no goodwill or other intangible assets were determined to be impaired during the fiscal years ended
March 26, 2017, March 27, 2016 and March 29, 2015.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Impairment is measured by comparing the carrying value of the long-lived assets to
the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In
instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present
value of estimated future cash flows.

Impairment losses are recorded on long-lived assets on a restaurant-by-restaurant basis whenever impairment factors
are determined to be present. The Company considers a history of restaurant operating losses to be its primary indicator of
potential impairment for individual restaurant locations. No impairment charges on long-lived assets were recorded during
the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015.

Impairment of Long-Term Investment

We make judgments regarding the future realizability of this investment based upon the financial information
provided to us by the investment’s management. We typically rely on management’s assumptions, of future revenues and
cash flows based upon the annual business plans presented. If these assumptions differ significantly from actual results, we
consider whether indicators of impairment exist. If an impairment indicator exists, management evaluates the fair value of
its investment to determine if an, other than temporary impairment in value has occurred. We have annually performed our
evaluation of whether indicators of impairment existed, and determined that an other-than-temporary impairment has
occurred and recorded impairment charges of $100,000 and $400,000 on this investment during the fifty-two week periods
ended March 27, 2016 and March 30, 2014, respectively. We have not recognized any further impairment on our long-term
investments during the fifty-two week period ended March 26, 2017.

Stock-Based Compensation

As discussed in Note L of the Notes to Consolidated Financial Statements, we have one active share-based
compensation plan that provides stock options and restricted stock awards for certain employees and non-employee directors
to acquire shares of our common stock. We consider the following factors in determining the value of stock-based
compensation:

(a)
(b)

expected option term based upon expected termination behavior;
volatility based upon historical price changes of the Company’s common stock over a period equal to the
expected life of the option;
expected dividend yield; and
risk free interest rate on date of grant.

Income Taxes

The Company’s current provision for income taxes is based upon its estimated taxable income in each of the
jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from
different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences
are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income in those periods in which temporary differences become deductible. Should management determine
that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against
the deferred tax assets would be established in the period such determination was made.

Uncertain Tax Positions

Financial Accounting Standards establish guidance for the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the
taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from
such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized
upon ultimate settlement. Financial Accounting Standards also provide guidance on derecognition, classification, interest and
penalties, accounting in interim periods and disclosure requirements. (See Note J of the Notes to Consolidated Financial
Statements.)

Adoption of New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (the “FASB”), issued new guidance which addresses
how companies account for certain aspects of its share-based payments to employees. The update simplifies the accounting
for the tax consequences. It also amends how excess tax benefits and a company’s payments to cover the tax bills for the
shares’ recipients should be classified on the statement of cash flows related to share-based payments to employees. The
amendments allow companies to estimate the number of stock awards they expect to vest, and the amendments revised the
withholding requirements for classifying stock awards as equity. Previously, tax withholding was permitted only at the
minimum statutory tax rates, which is being amended to permit higher income tax withholding as long as it does not exceed
the maximum statutory tax rate for an employee in the applicable jurisdictions. This new standard is effective for public
companies with fiscal years beginning after December 15, 2016 which will be Nathan’s first quarter ending (June 2017) of
our fiscal year ending on March 25, 2018. However, early adoption is permitted.

The Company elected to early adopt this standard in the quarter ended June 26, 2016. The impact of the early
adoption resulted in the Company recording a tax benefit of $659,000 within income tax expense for the fifty-two weeks
ended March 26, 2017, related to the excess tax benefit on stock incentive awards that settled during these periods. The
Company did not record any tax benefit during the fourth fiscal quarter ended March 26, 2017. Prior to adoption of this
guidance, these amounts would have increased additional paid-in capital. These items shall not be factored into the projected
annual income tax rate, but will be treated as discrete items when they occur. Accordingly, this new treatment will add
additional volatility in the Company’s effective tax rate.

The excess tax benefits for the years ended March 27, 2016 and March 29, 2015 were $228,000 and $4,572,000

respectively which increased additional paid-in-capital.

The Company accounts for forfeitures as they occur. Under the new guidance, excess tax benefits related to
employee share-based payments of $659,000 are classified as operating activities in the statement of cash flows for the fifty-
two weeks ended March 26, 2017. The Company applied the effect of the guidance to the presentation of excess tax benefits
in the statement of cash flows prospectively and no prior periods have been adjusted. The Company did not record any
cumulative-effect adjustment to accumulated deficit or net assets as a result of adopting this new accounting standard. The
Company also modified its diluted earnings per share calculation by excluding the excess tax benefits from the assumed
proceeds available to repurchase shares in the computation of our diluted earnings per share for the thirteen and fifty-two
weeks ended March 26, 2017.

In August 2014, the FASB issued new guidance that requires management to evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going
concern within one year after the date that the financial statements are issued. If such conditions exist, management is required
to include disclosures enabling users to understand those conditions and management’s plans to alleviate or mitigate those
conditions. This new standard is effective for annual periods ending after December 15, 2016 and interim periods within
annual periods beginning after December 16, 2016. This guidance was effective for the Company beginning in the fourth
quarter of fiscal 2017 and did not have a material impact on the Company’s results of operations or financial position.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued a new accounting standard that attempts to establish a uniform basis for recording
income to virtually all industries financial statements, under U.S. GAAP as further amended during 2016. The FASB issued
certain updates to the standard, including clarifying reporting revenue between Principle versus Agent and clarification in
determining performance obligations and licenses guidance. The revenue standard’s core principle is built on the contract
between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and
obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled.
In order to accomplish this objective, companies must evaluate the following five basic steps: (i) identify the contract with
the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the
transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a
performance obligation.

There are two basic transition methods that are available – full retrospective, or modified retrospective transition
methods. Early adoption is prohibited. Public companies were originally expected to apply the new standard for annual
periods beginning after December 15, 2016, including interim periods therein, which for Nathan’s would have been its first
quarter of fiscal 2018, beginning on March 27, 2017. On July 9, 2015, the FASB agreed to delay the standard’s effective date

to annual reporting periods beginning after December 15, 2017 which will now be our first quarter (June 2018) of our fiscal
year ending March 31, 2019.

The Company does not believe that the standard will impact its recognition of revenue for its Branded Product
Program, Company-operated restaurants or its recognition of royalties from its franchised restaurants or retail licenses, which
are based on a percentage of sales. Currently, franchise and international development fees are recognized when the Company
has performed substantially all initial services required by the agreements, which is generally when the franchisee begins
operations. Under the new guidance, these fees may be recognized over the term of the agreements. The Company is currently
evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet
selected a transition method. The Company anticipates assigning internal resources to assist with the evaluation and
implementation of the new standard, and will continue to provide updates during fiscal year 2018.

In July 2015, the FASB updated U.S. accounting guidance to simplify the ways businesses measure inventory.
Companies that use the first-in, first-out (FIFO) method or the average cost method will measure inventory at the lower of
its cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business, minus the
cost of completion, disposal, and transportation. Companies will no longer consider replacement cost or net realizable value
less a normal profit margin when measuring inventory. This new standard is effective for annual reporting periods beginning
after December 15, 2016 which will be our first quarter (June 2017) of our fiscal year ending March 25, 2018. Nathan’s does
not expect the adoption of this new guidance to have a material impact on its results of operations or financial position.

In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes,
will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability
will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at
the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs (e.g.
commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including
interim reporting periods within those annual reporting periods. This standard is required to take effect in Nathan’s first
quarter ending (June 2019) of our fiscal year ending March 29, 2020. The adoption will require a modified retrospective
approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company is currently
evaluating the impact of this new accounting standard on its consolidated financial position and results of operations.

In January 2017, the FASB issued a new accounting standard that narrows the definition of a business. The concept
is fundamental in determining whether transactions should be accounted for as acquisitions (or disposals) of assets or
businesses. The ASU revised the definition of a business to consist of the following key concepts:

(cid:404) A business is an integrated set of activities and assets that is capable of being conducted and managed for the
purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to
investors or other owners, members, or participants.

(cid:404) To be capable of being conducted and managed for the purposes described above, an integrated set of activities
and assets requires two essential elements–inputs and a substantive process(es) applied to those inputs.

The amendments are effective prospectively for public business entities for annual reporting periods beginning after
December 15, 2017. This standard is required to take effect in Nathan’s first quarter ending (June 2018) of our fiscal year
ending March 31, 2019. The Company does not expect this new accounting standard will have a material effect on the
Company’s results of operations, cash flows or financial position. Early adoption is permitted when certain criteria are met.

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 financial statements.

Results of Operations

Fiscal year ended March 26, 2017 compared to fiscal year ended March 27, 2016

Revenues

Total sales were $71,216,000 for the fifty-two weeks ended March 26, 2017 (“fiscal 2017 period”) as compared to
$76,031,000 for the fifty-two weeks ended March 27, 2016 (“fiscal 2016 period”). Foodservice sales from the Branded
Product Program were $55,960,000 for the fiscal 2017 period as compared to sales of $58,545,000 in the fiscal 2016 period.
During the fiscal 2017 period, the volume of business increased by approximately 4.6%. However, as a result of our pricing

strategy, which is more closely correlated to the cost of beef which declined by approximately 13.9%, our average selling
prices were lowered by approximately 8.2% during the fiscal 2017 period as compared to the fiscal 2016 period. Total
Company-owned restaurant sales were $15,042,000 during the fiscal 2017 period compared to $16,664,000 during the fiscal
2016 period due primarily to lower sales at both Coney Island locations. Sales at our Company-owned restaurants were
unfavorably affected during the fiscal 2017 period due primarily to unfavorable summer weather conditions, in addition to
the rain and unseasonably cool weather during April and May 2016, as compared to weather conditions in 2015. Moreover,
sales at our Coney Island locations in the fiscal 2016 period were the highest on record. Direct retail sales also decreased
$608,000 during the fiscal 2017 period as compared to the fiscal 2016 period as we began to transition this business into our
Branded Product Program during the second quarter of fiscal 2017.

License royalties were $20,368,000 in the fiscal 2017 period as compared to $19,815,000 in the fiscal 2016 period.
Total royalties earned on sales of hot dogs from our license agreement with John Morrell & Co. at retail and foodservice,
substantially from sales of hot dogs to Sam’s Club, increased to $18,424,000 for the fiscal 2017 period as compared to
$17,975,000 for the fiscal 2016 period. The increase is due to a 7.3% increase in volume during the fiscal 2017 period as
compared to the fiscal 2016 period. The increased volume was partially offset by a 4.0% decline in average selling prices, on
which our royalties are calculated, due to competitor pricing pressures experienced early in the second quarter. Royalties
earned from all other licensing agreements for the manufacture and sale of Nathan’s products increased by $104,000 during
the fiscal 2017 period as compared to the fiscal 2016 period.

Franchise fees and royalties were $5,068,000 in the fiscal 2017 period as compared to $5,044,000 in the fiscal 2016
period. Total royalties were $4,290,000 in the fiscal 2017 period as compared to $4,293,000 in the fiscal 2016 period.
Royalties earned under the Branded Menu program were $955,000 in the fiscal 2017 period as compared to $1,000,000 in
the fiscal 2016 period. This decline was primarily attributable to the full year impact of the K-Mart closures and to declines
in our sporting venues during the third quarter of fiscal 2017, including the significant decrease of post season baseball in
venues where our products are sold. Royalties earned under the Branded Menu Program are not based upon a percentage of
restaurant sales, but are based upon product purchases. Traditional franchise royalties were $3,335,000 in the fiscal 2017
period as compared to $3,293,000 in the fiscal 2016 period. Franchise restaurant sales increased to $74,553,000 in the fiscal
2017 period as compared to $73,276,000 in the fiscal 2016 period primarily due to the impact of new restaurant openings
during the previous fiscal year. Comparable domestic franchise sales (consisting of 86 Nathan’s outlets, excluding sales under
the Branded Menu Program) were $51,288,000 in the fiscal 2017 period as compared to $53,027,000 in the fiscal 2016 period.

Total franchise fee income was $778,000 in the fiscal 2017 period as compared to $751,000 in the fiscal 2016 period.
Domestic franchise fee income was $268,000 in the fiscal 2017 period as compared to $394,000 in the fiscal 2016 period due
primarily to the difference in the types of locations opened, and associated fees earned, between the two periods. International
franchise fee income was $470,000 in the fiscal 2017 period as compared to $299,000 in the fiscal 2016 period due to the
timing of new international development. We also recognized forfeited fees of $40,000 during the fiscal 2017 period and
$58,000 during the fiscal 2016 period. During the fiscal 2017 period, 53 new franchised outlets opened, including 20
international locations and 26 Branded Menu Program outlets. During the fiscal 2017 period we opened our first four units
in Kyrgyzstan, two units in Kazakhstan and one unit in the Philippines pursuant to new development agreements.
Additionally, we opened five units in Russia, four units in Australia, two units in Panama, one unit in Malaysia and one unit
in Turkey. During the fiscal 2016 period, 56 new franchised outlets opened, including 25 international locations, and 22
Branded Menu Program outlets. During the fiscal 2016 period we opened our first two units in Panama and Australia pursuant
to new development agreements. Additionally, we opened 17 units in Russia, 2 units in Malaysia, one unit in Costa Rica and
one unit in the Dominican Republic.

Costs and Expenses

Our cost of sales decreased by $5,968,000 to $52,030,000 in the fiscal 2017 period as compared to $57,998,000 in
the fiscal 2016 period. Our gross profit (representing the difference between sales and cost of sales) was $19,186,000 or
26.9% of sales during the fiscal 2017 period as compared to $18,033,000 or 23.7% of sales during the fiscal 2016 period.
The margin improvement was primarily due to the lower cost of beef in the Branded Products Program and in the Company-
operated restaurants which was partly offset by higher restaurant and labor costs.

Cost of sales in the Branded Product Program decreased by approximately $4,748,000 during the fiscal 2017 period
as compared to the fiscal 2016 period, primarily due to the 14.2% decrease in the average cost per pound of our hot dogs
partly offset by the higher volume of product sold. During the fiscal 2017 period, we completed our purchase of hot dogs
pursuant to an open purchase commitment entered into during the fiscal 2016 period, which reduced our overall cost of hot
dogs by approximately 29 BPS. We did not make any purchases during the fiscal 2017 period pursuant to any purchase
commitment. 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 2017 period was $8,418,000 or
56.0% of restaurant sales, as compared to $9,153,000 or 54.9% of restaurant sales in the fiscal 2016 period due primarily to
lower revenues and higher labor costs principally associated with the effects of the New York State minimum wage increase,
partly offset by lower food and incentive compensation costs at our Company-owned restaurants. We expect that our labor
costs going forward will continue to be impacted by the multi-year new increase in minimum wage requirements in New
York State and any increase in food costs from higher commodity costs.

Restaurant operating expenses were $3,386,000 in the fiscal 2017 period as compared to $3,557,000 in the fiscal
2016 period. The decrease in restaurant operating costs results primarily from the reduction in percentage rent at our
Boardwalk restaurant, lower credit card processing fees, maintenance and related costs at our restaurants and utilities. Despite
the recent stability in our utility costs, we continue to be concerned about the volatile market conditions for oil and natural
gas.

Depreciation and amortization was $1,297,000 in the fiscal 2017 period compared to $1,255,000 in the fiscal 2016

period.

General and administrative expenses increased $542,000 or 4.2% to $13,659,000 in the fiscal 2017 period as
compared to $13,117,000 in the fiscal 2016 period. The increase in general and administrative expenses was primarily
attributable to our marketing and promotional activities in commemoration of our 100th anniversary, costs of additional
marketing and development personnel and higher proxy and related expenses partly offset by lower incentive compensation.

Other Items

Interest income was $104,000 in the fiscal 2017 period as compared to $52,000 in the fiscal 2016 period.

Other income, which primarily relates to a sublease of a franchised restaurant, was $85,000 in the fiscal 2017 period,

as compared to $99,000 in the fiscal 2016 period.

Interest expense of $14,665,000 in the fiscal 2017 period represents interest of $13,456,000 on the Notes and
amortization of debt issuance costs of $1,209,000 during the same period. As a result of the issuance of the Notes, Nathan’s
expects to incur interest expense of approximately $13,500,000 per annum and annual amortization of debt issuance costs of
approximately $1,200,000.

The Company recognized an, other-than-temporary impairment charge on its long-term investment of $100,000 in

the fiscal 2016 period based on management’s assessment of the future recoverability of the investments.

Provision for Income Taxes

In the fiscal 2017 period, the income tax provision was $4,319,000 or 36.6% of earnings before income taxes as
compared to $4,288,000 or 41.3% of earnings before income taxes in the fiscal 2016 period. Nathan’s effective tax rate was
reduced by 5.6% during the fiscal 2017 period as a result of a discrete tax benefit associated with the stock compensation in
connection with the accounting guidance that was adopted by the Company in the first quarter of the fiscal 2017 period.
During the fiscal 2017 period, Nathan’s resolved certain uncertain tax positions, reducing the associated unrecognized tax
benefits, along with the related accrued interest and penalties, by approximately $63,000, which lowered the effective tax
rate by 1.0%. These favorable tax benefits were partially offset by an unfavorable discrete adjustment of a prior years’ tax
position which increased Nathan’s effective tax rate during the fiscal 2017 period by 1.0%. During the fiscal 2016 period,
Nathan’s resolved certain uncertain tax positions, reducing the associated unrecognized tax benefits, along with the related
accrued interest and penalties, by approximately $184,000, which lowered the effective tax rate by 1.8%. Additionally, during
the fiscal 2016 period, Nathan’s effective tax rate increased by approximately 1.0% due to limitations associated with its tax
exempt investments. Nathan’s effective tax rates without these adjustments would have been 42.1% for the fiscal 2017 period
46

and 40.5% for the fiscal 2016 period. Nathan’s estimates that its unrecognized tax benefits including the related accrued
interest and penalties could be further reduced by up to $11,000 during fiscal 2018. As described under Note J to the
Consolidated Financial Statements, Nathan’s estimates that its annual tax rate for the fiscal year ending March 25, 2018 will
be in the range of approximately 41.0% to 43.0% excluding the impact of the excess tax benefit associated with stock
compensation and the potential impact of any reduction to the Company’s unrecognized tax benefits.

Fiscal year ended March 27, 2016 compared to fiscal year ended March 29, 2015

Revenues

Total sales were $76,031,000 for the fiscal 2016 period as compared to $75,520,000 for the fifty-two weeks ended
March 29, 2015 (“fiscal 2015 period”). Foodservice sales from the Branded Product Program were $58,545,000 for the fiscal
2016 period as compared to sales of $58,948,000 in the fiscal 2015 period. During the fiscal 2016 period, the volume of
business increased by approximately 4.6%. Because of a change in pricing strategy, which is more closely correlated to the
cost of beef which declined by approximately 11.6%, our average selling prices were lowered by approximately 3.7% during
the fiscal 2016 period as compared to the fiscal 2015 period. Total Company-owned restaurant sales increased 5.0% to
$16,664,000 during the fiscal 2016 period compared to $15,874,000 during the fiscal 2015 period due primarily to higher
sales at both Coney Island locations. Other sales, primarily to Wal-Mart, also increased by $124,000 during the fiscal 2016
period compared to the fiscal 2015 period.

License royalties were $19,815,000 in the fiscal 2016 period as compared to $18,011,000 in the fiscal 2015 period.
Total royalties earned on sales of hot dogs from our license agreement with John Morrell & Co. at retail and foodservice,
substantially from sales of hot dogs to Sam’s Club, increased by 11.6% to $17,975,000 for the fiscal 2016 period as compared
to $16,105,000 during the fiscal 2015 period. The increase is substantially attributable to the organic growth in our consumer
packaged hot dog business as a result of more effective sales, marketing and promotional strategies. Royalties earned from
all other licensing agreements for the manufacture and sale of Nathan’s products decreased by $66,000, during the fiscal
2016 period, compared to the fiscal 2015 period, primarily from lower royalties earned from the sale of French fries,
condiments, mini-bagel dogs and franks-in-the-blanket and other hors d’oeuvres and salty snacks.

Franchise fees and royalties were $5,044,000 in the fiscal 2016 period as compared to $5,581,000 in the fiscal 2015
period. Total royalties were $4,293,000 in the fiscal 2016 period as compared to $4,538,000 in the fiscal 2015 period.
Royalties earned under the Branded Menu programs were $1,000,000 in the fiscal 2016 period as compared to $957,000 in
the fiscal 2015 period. Royalties earned under the Branded Menu Program are based on product purchases rather than a
percentage of restaurant sales. Traditional franchise royalties were $3,293,000 in the fiscal 2016 period compared to
$3,581,000 in the fiscal 2015 period. Franchise restaurant sales decreased to $73,276,000 in the fiscal 2016 period compared
to $80,107,000 in the fiscal 2015 period primarily due to the impact of closed restaurants. Comparable domestic franchise
sales (consisting of 99 Nathan’s outlets, excluding sales under the Branded Menu Program) were $56,548,000 in the fiscal
2016 period compared to $56,414,000 in the fiscal 2015 period, an increase of 0.2%.

At March 27, 2016, 259 domestic and international franchised or Branded Menu Program franchise outlets were
operating as compared to 296 domestic and international franchised or Branded Menu Program franchise outlets at March
29, 2015. Total franchise fee income was $751,000 in the fiscal 2016 period, including $58,000 of cancellation or termination
fees compared to $1,043,000 in the fiscal 2015 period including $143,000 of cancellation or termination fees. Domestic
franchise fee income was $394,000 in the fiscal 2016 period compared to $276,000 in the fiscal 2015 period. International
franchise fee income was $299,000 in the fiscal 2016 period, compared to $624,000 during the fiscal 2015 period. During
the fiscal 2016 period, 56 new franchised outlets opened, including 25 international locations, and 22 Branded Menu Program
outlets. During the fiscal 2016 period we opened our first two units in Panama and Australia pursuant to new development
agreements. Additionally, we opened 17 units in Russia, 2 units in Malaysia, one unit in Costa Rica and one unit in the
Dominican Republic. During the fiscal 2015 period, 36 new franchised outlets opened, including 13 international locations,
including our first locations in Costa Rica and Malaysia, and 17 Branded Menu Program outlets opened, including six Arthur
Treacher’s units. Additionally, during the fiscal 2015 period, a master franchisee exercised an option to acquire the rights to
develop franchised outlets throughout Mexico.

Costs and Expenses

Overall, our cost of sales decreased by $3,953,000 to $57,998,000 in the fiscal 2016 period compared to $61,951,000
in the fiscal 2015 period. Our gross profit (representing the difference between sales and cost of sales) was $18,033,000 or
23.7% of sales during the fiscal 2016 period as compared to $13,569,000 or 18.0% of sales during the fiscal 2015 period.
The margin improvement was primarily due to the impact of the continued reduction in the cost of beef on our product costs
since the summer, and the effect of selling price increases implemented in the Company-operated restaurants.

Cost of sales in the Branded Product Program decreased approximately $4,160,000 during the fiscal 2016 period
compared to the fiscal 2015 period, primarily as a result of an approximately 11.4% decrease in the average cost per pound
of our hot dogs. In anticipation of higher costs beginning 2016, we entered into a purchase commitment for approximately
2.6 million pounds of hot dogs to be purchased after January 1, 2016. The market price remained abnormally low during
January and February 2016, resulting in higher costs of approximately $87,000 during the fourth quarter of fiscal 2016 in
connection with our purchase commitment, which we expect will be offset during the first quarter of fiscal 2017. During the
fiscal 2016 period, the market cost of our hot dogs was approximately 11.6% lower than during the fiscal 2015 period. During
the fiscal 2016 period, approximately 9.7% of our product was purchased pursuant to a purchase commitment. We did not
enter any purchase commitments that affected cost of sales during the fiscal 2015 period. We have attempted to enter into
sales agreements with our customers that are correlated to our cost of beef, thus reducing our market volatility. Although the
cost of beef and beef trimmings have declined, if we were unable to pass on future cost increases 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 2016 period was $9,153,000 or
54.9% of restaurant sales, as compared to $9,072,000 or 57.2% of restaurant sales in the fiscal 2015 period due primarily to
the impact of lower food and labor costs . Our average hourly labor costs have increased beginning January 2016 as a result
of the new minimum wage legislation in New York State. Since the minimum wage increase took effect, we estimate that
restaurant average hourly labor costs have increased by approximately 12.2%. We have recently increased certain selling
prices to pass on recent cost of sales increases. However, if we are unable to fully offset these and future increases through
pricing and operating efficiencies, our margins and profits will be negatively affected.

Restaurant operating expenses were $3,557,000 in the fiscal 2016 period compared to $3,747,000 in the fiscal 2015
period. The decrease in restaurant operating costs results primarily from the reduction of approximately $126,000 in
occupancy and related costs at our new Oceanside restaurant which is smaller and more efficient to operate than our previous
Oceanside restaurant and lower utility costs of approximately $110,000. Despite the recent reduction in our utility costs, we
continue to be concerned about the volatile market conditions for oil and natural gas.

Depreciation and amortization was $1,255,000 in the fiscal 2016 period compared to $1,253,000 in the fiscal 2015
period. This change is primarily attributable to the increased depreciation from the investments made in the Oceanside
restaurant. Approximately $94,000 of depreciation expense was in connection with the redevelopment of the relocated
Oceanside restaurant that re-opened on March 25, 2015.

General and administrative expenses increased $914,000 or 7.5% to $13,117,000 in the fiscal 2016 period as
compared to $12,203,000 in the fiscal 2015 period. The increase in general and administrative expenses was primarily due
to increased severance costs of $197,000, legal and other professional fees of $375,000, recruitment fees of $71,000,
marketing expenses of $111,000 and relocation expenses of $88,000. We have recently begun a new initiative to target
franchising within captive markets by hiring a sales executive with a proven track record in the industry and are developing
new menu items specifically for this venue.

Other Items

Interest income was $52,000 in the fiscal 2016 period compared to $176,000 in the fiscal 2015 period, primarily due
to lower interest income earned on marketable securities. In July 2015, the Company sold all of its tax-exempt marketable
securities and is seeking to re-invest a portion of its cash and cash equivalents in a higher yielding money market account.

Other income of $99,000 in the fiscal 2016 period as compared to $87,000 in the fiscal 2015 period relates primarily

to a sublease of a co-branded franchised restaurant.

Interest expense of $14,630,000 in the fiscal 2016 period represents interest of $13,445,000 on the Notes
commencing March 10, 2015 and amortization of debt discounts and issuance costs of $1,185,000 during the same
period. Interest expense of $816,000 in the fiscal 2015 period represents accrued interest of $750,000 on the Notes and
amortization of debt discounts and issuance costs of $66,000 during the same period. As a result of the issuance of the Notes,
Nathan’s expects to incur interest expense of $13.5 million per annum and annual amortization of debt discounts and issuance
costs of $1,185,000.

The Company recognized an, other-than-temporary impairment charge on its long-term investment of $100,000 in

the fiscal 2016 period based on management’s assessment of the future recoverability of the investments.

Provision for Income Taxes

In the fiscal 2016 period, the income tax provision was $4,288,000 or 41.3% of earnings before income taxes
compared to $7,702,000 or 39.7% of income before income taxes in the fiscal 2015 period. Nathan’s effective tax rate was
reduced by 0.1% during the fiscal 2016 period and reduced by 0.4% during the fiscal 2015 period, due to the differing effects
of tax-exempt interest income. During the fiscal 2016 period, Nathan’s resolved certain uncertain tax positions, reducing the
associated unrecognized tax benefits, along with the related accrued interest and penalties, by approximately $184,000, which
lowered the effective tax rate by 1.8%. Additionally, during the fiscal 2015 period, Nathan’s resolved certain uncertain tax
positions, reducing the associated unrecognized tax benefits, along with the related accrued interest and penalties, by
approximately $126,000, which lowered the effective tax rate by 0.6%. During the fiscal 2016 period, Nathan’s effective tax
rate increased by approximately 1.1% due to limitations associated with its tax exempt investments. Nathan’s effective tax
rates without these adjustments would have been 42.1% for the fiscal 2016 period and 40.7% for the fiscal 2015 period. The
effective tax rate in the fiscal 2016 period reflects higher state taxes in those states that we do business that do not permit the
filing of consolidated tax returns. Nathan’s estimates that its unrecognized tax benefits including the related accrued interest
and penalties could be further reduced by up to $60,000 during fiscal 2017.

Off-Balance Sheet Arrangements

At March 26, 2017, Nathan’s did not have any open purchase commitment to purchase hot dogs. At March 27, 2016,
Nathan’s had an open purchase commitment to purchase approximately 645,000 pounds of hot dogs. Nathan’s may continue
to enter into additional purchase commitments in the future as favorable market conditions become available.

Liquidity and Capital Resources

Cash and cash equivalents at March 26, 2017 aggregated $56,915,000, a $6,687,000 increase during the fiscal 2017
period compared to cash and cash equivalents of $50,228,000 at March 27, 2016. Net working capital increased to
$56,763,000 from $49,779,000 at March 27, 2016.

On March 10, 2015, the Company completed an offering of $135.0 million aggregate principal amount of Notes.
The Company used the net proceeds of the Notes offering to pay a special dividend of $25.00 per share (approximately $116.1
million in the aggregate) to Company stockholders of record and used the remaining net proceeds for general corporate
purposes, including working capital.

The Notes were issued pursuant to an indenture, dated as of March 10, 2015 (the “Indenture”), by and among the
Company, certain of its wholly-owned subsidiaries, as guarantors, and U.S. Bank National Association, a national banking
association, as trustee and collateral trustee.

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.

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 Notes may declare the Notes due and payable by providing
notice to the Company. In case of default arising from certain events of bankruptcy or insolvency, the Notes will become
immediately due and payable.

As of March 26, 2017, Nathan’s was in compliance with all covenants associated with the Notes.

The Notes mature on March 15, 2020 and bear interest at a rate of 10.000% per annum, payable semi-annually in

cash in arrears on March 15 and September 15 of each year. The Notes are redeemable under certain circumstances.

The 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 Notes, and are effectively junior to all existing and future indebtedness that
is secured by assets other than the collateral securing the Notes. Pursuant to the terms of a collateral trust agreement, the liens
securing the Notes and the guarantees will be contractually subordinated to the liens securing any future credit facility.

The Notes and the guarantees will be the Company and the guarantors’ senior secured obligations and rank:

(cid:404)
(cid:404)

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
Notes and the guarantees;

(cid:404) pari passu with all of the Company and the guarantors’ other senior indebtedness;
(cid:404)

effectively junior to any future credit facility to the extent of the value of the collateral securing any future
credit facility and the 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 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 Notes.

(cid:404)

Cash provided by operations of $10,412,000 in the fiscal 2017 period is primarily attributable to net income of
$7,485,000 in addition to other non-cash operating items of $3,901,000, and decreased changes in other operating assets and
liabilities of $974,000. Non-cash operating items include $659,000 of excess income tax benefits from stock-based
compensation arrangements as a result of the early adoption of guidance addressing how companies account for certain
aspects of its share-based payments to employees. Accounts and other receivables increased by $280,000 due primarily to
higher receivables from Branded Product sales and license royalties partly offset by repayment of Advertising Fund advances.
Prepaid expenses and other current assets decreased by $250,000 due principally to the utilization of prepaid insurance
expenses during the fiscal 2017 period and $211,000 prepaid income taxes that were applied to estimated income tax
payments for 2016. The decrease in accounts payable, accrued expenses and other current liabilities of $673,000 is primarily
due to dividend payments of $250,000 on vested restricted stock, a reduction in accrued payroll and other benefits of $211,000
due primarily to reduced incentive compensation accruals, a reduction in deferred revenue of $39,000 and reduced accounts
payable of $78,000.

Cash used in investing activities was $1,128,000 in the fiscal 2017 period in connection with capital expenditures

incurred for our Branded Product Program and select restaurant improvements and IT initiatives.

Cash used in financing activities of $2,597,000 in the fiscal 2017 period primarily relates to the Company’s purchase
of 30,616 shares of its common stock at an aggregate cost of $1,272,000. The Company paid $994,000 for the payment of
withholding tax on the net share settlement exercise of employee stock options. Additionally, we paid dividends of $375,000
relating to the previously declared special cash dividend in connection with the vesting of 15,000 shares of the Company’s
restricted stock. Nathan’s also received proceeds from the exercise of Director/employee stock options of $44,000.

During the period from October 2001 through March 26, 2017, Nathan’s purchased 5,127,373 shares of its common
stock at a cost of approximately $77,303,000 pursuant to its stock repurchase plans previously authorized by the Board of
Directors. Since March 26, 2007, to date, we have repurchased 3,236,273 shares at a total cost of approximately $70,145,000,
reducing the number of shares then-outstanding by 53.8%.

On February 1, 2016 and March 11, 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 March 26,
2017, Nathan’s has repurchased 939,742 shares at a cost of $29,641,000 under the sixth stock repurchase plan. At March 26,
2017, there were 260,258 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 11, 2016, the Company and Mutual Securities, Inc. (“MSI”) entered into an agreement pursuant to which
MSI was authorized on the Company’s behalf to purchase up to 175,000 shares of the Company’s common stock,
commencing March 21, 2016. This Agreement was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18
of the Exchange Act to assist the Company in implementing its stock purchase plan and terminated August 2016.

On September 9, 2016, the Company and MSI entered into an agreement pursuant to which MSI was authorized on
the Company’s behalf to purchase up to 100,000 shares of the Company’s common stock, commencing September 19, 2016.
This Agreement was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange
Act of 1934, as amended, to assist the Company in implementing its stock purchase plans.

Management believes that available cash, marketable securities and cash generated from operations should provide
sufficient capital to finance our operations, satisfy our debt service requirements and for any stock repurchases for at least
the next 12 months.

As discussed above, we had cash and cash equivalents at March 26, 2017 aggregating $56,915,000. Our Board
routinely monitors and assesses its cash position and our current and potential capital requirements. In March 2015, we
completed a dividend recapitalization, to return approximately $116,100,000 to our shareholders and we may continue to
return capital to our shareholders through stock repurchases, subject to any restrictions in the Indenture, although there is no
assurance that the Company will make any repurchases under its existing stock-repurchase plan.

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 outstanding debt and 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. In the fiscal year ended
March 26, 2017, we made interest payments of $13,500,000, of which $6,750,000 was paid on each of September 15, 2016
and March 15, 2017.

At March 26, 2017, we sublet one property to a franchisee that we lease from a third party. We remain contingently
liable for all costs associated with this property including: rent, property taxes and insurance. We may incur future cash
payments with respect to such property, consisting primarily of future lease payments, including costs and expenses
associated with terminating such lease.

The following schedule represents Nathan’s cash contractual obligations and commitments by maturity as of March

26, 2017 (in thousands):

Payments Due by Period

Cash Contractual Obligations
Long term debt (a) .................................................... $
Employment Agreements .........................................
Dividends Payable ....................................................
Operating Leases .....................................................
Gross Cash Contractual Obligations ........................
Sublease Income ......................................................
Net Cash Contractual Obligations ............................ $

Total

135,000 $
2,753
250
12,813
150,816
2,426
148,390 $

Less than
1 Year

1-3 Years 3-5 Years
- $
1,178
125
1,645
2,948
327
2,621 $

135,000 $
1,175
125
3,199
139,499
662
138,837 $

- $
400
-
2,128
2,528
572
1,956 $

More than
5 Years

5,841
5,841
865
4,976

a) Represents 10.000% Senior Secured Notes due March 2020.

b) At March 26, 2017, the Company had unrecognized tax benefits of $167,000. The Company believes that it is reasonably
possible that the unrecognized tax benefits may decrease by $5,000 within the next year. A reasonable estimate of the
timing of the remaining liabilities is not practicable.

On December 1, 2009, a wholly-owned subsidiary of the Company executed a Guaranty of Lease (the “Guaranty”)
in connection with its re-franchising of a restaurant located in West Nyack, New York. The Guaranty extended through the
fifth Lease Year, as defined in the lease, and shall not exceed an amount equal to the highest amount of the annual minimum
rent, percentage rent and any additional rent payable pursuant to the lease and reasonable attorney’s fees and other costs. The
Guaranty expired and the Company reversed all previously recorded liabilities in connection with this guaranty. In connection
with the Nathan’s Franchise Agreement, Nathan’s also received a personal guaranty from the franchisee for all obligations
under the Guaranty. Nathan’s has not been required to make any payments pursuant to the Guaranty.

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 Brooklyn Guaranty
could be called upon in the event of a default by the tenant/franchisee. The Brooklyn Guaranty is limited to 24 months of rent
for the first three years of the term. Nathan’s has recorded a liability of $204 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. 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.

Inflationary Impact

We do not believe that general inflation has materially impacted earnings since 2006. However, we have experienced
significant volatility in our costs for our hot dogs and certain food products, distribution costs and utilities. Our commodity
costs for beef have been especially volatile since fiscal 2004. From 2011 through 2014, we experienced unprecedented
increases in the cost of beef. Beginning March 2015, the beef markets stabilized through June 2015 before subsequently
declining by approximately 30%. As a result of the decline through March 2016, the market price of hot dogs during the
fiscal 2016 period was approximately 7.1% lower than the fiscal 2015 period. During the fiscal 2017 period, beef prices have
remained favorable, and as such, our market price for hot dogs was 13.9% lower than during the fiscal 2016 period. We are
unable to predict the future cost of our hot dogs and expect to experience price volatility for our beef products during fiscal
2018. To the extent that beef prices increase as compared to earlier periods, it could impact our results of operations. In the
past, we entered into purchase commitments for a portion of our hot dogs to reduce the impact of increasing market prices.
We concluded a purchase commitment for approximately 2,600,000 pounds of hot dogs at approximately $2.01 per pound
which we purchased between February and May 2016. We may attempt to enter into similar purchase arrangements for hot
dogs and other products in the future. Additionally, we expect to continue experiencing volatility in oil and gas prices on our
distribution costs for our food products and utility costs in the Company-owned restaurants and volatile insurance costs
resulting from the uncertainty of the insurance markets.

In March 2010, the Federal government passed legislation to reform the U.S. health care system. As part of the plan,
employers will be expected to provide their employees that work more than 30 hours per week with minimum levels of
healthcare coverage or incur certain financial penalties. As Nathan’s workforce includes numerous part-time workers that
typically are not offered healthcare coverage, we may be forced to expand healthcare coverage or potentially incur new
penalties which may increase our health care costs.

New York State passed legislation increasing the minimum hourly wage for fast food workers of restaurant chains
with 30 or more locations nationwide. The future increases will be phased in differently between New York City and the rest
of New York State. Effective December 31, 2016, the minimum wage increased to $12.00 and $10.75 in New York City and
outside of New York City, respectively.

In New York City, the hourly rate of pay will increase to:

$13.50 on Dec. 31, 2017; and $15.00 on Dec. 31, 2018.

The minimum hourly rate of pay for the remainder of New York State will increase to:

$11.75 on Dec. 31, 2017; $12.75 on Dec. 31, 2018; $13.75 on Dec. 31, 2019; $14.50 on Dec. 31, 2020; and $15.00

on July 1, 2021.

All of Nathan’s Company-operated restaurants are within New York State, three of which operate within New York

City that have been affected by this new legislation.

The Company is further studying the impact on the Company’s operations and is developing strategies and tactics,
including pricing and potential operating efficiencies, to minimize the effects of these increases and future increases. We
have recently increased certain selling prices to pass on recent cost of sales increases. However, if we are unable to fully
offset these and future increases through pricing and operating efficiencies, our margins and profits will be negatively
affected. We believe that these increases in the minimum wage could have a significant financial impact on our financial
results and the results of our franchisees that operate in New York State.

Effective April 1, 2014, the City of New York, passed legislation requiring employers to offer paid sick leave to all
employees, including part-time employees, who work more than 80 hours for the employer. Nathan’s operates three
restaurants that have been affected by this new legislation.

Effective December 1, 2016, changes to the Fair Labor Standards Act took effect, increasing the minimum salary
threshold for overtime exemption from $23,660 to $47,476 per annum. Nathan’s performed its evaluation of its workforce
and determined that the proposed legislation is not expected to have a significant impact on our results of operations.

Continued increases in labor, food and other operating expenses, including health care, could adversely affect our
operations and those of the restaurant industry and we might have to further reconsider our pricing strategy as a means to
offset reduced operating margins.

The Company’s business, financial condition, operating results and cash flows can be impacted by a number of
factors, including but not limited to those set forth above in “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” any one of which could cause our actual results to vary materially from recent results or from
our anticipated future results. For a discussion identifying additional risk factors and important factors that could cause actual
results to differ materially from those anticipated, please see the discussions in “Forward-Looking Statements” and “Notes
to Consolidated Financial Statements” in this Form 10-K.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Cash and Cash Equivalents

We have historically invested our cash and cash equivalents in money market funds or short-term, fixed rate, highly
rated and highly liquid instruments which are generally reinvested when they mature. Although these existing investments
are not considered at risk with respect to changes in interest rates or markets for these instruments, our rate of return on short-
term investments could be affected at the time of reinvestment as a result of intervening events. As of March 26, 2017,
Nathan’s cash and cash equivalents aggregated $56,915,000. Earnings on these cash and cash equivalents would increase or
decrease by approximately $142,000 per annum for each 0.25% change in interest rates.

Borrowings

At March 26 2017, we had $135.0 million of Notes outstanding which are due in March 2020. Upon maturity, we
anticipate having to refinance a significant portion of the Notes and such refinancing would be based upon the then-prevailing
interest rates. Interest expense on these borrowings would increase or decrease by approximately $338,000 per annum for
each 0.25% change in interest rates. We currently do not anticipate entering into interest rate swaps or other financial
instruments to hedge our borrowings.

Commodity Costs

We do not believe that general inflation has materially impacted earnings since 2006. However, we have experienced
significant volatility in our costs for our hot dogs and certain food products, distribution costs and utilities. Our commodity
costs for beef have been especially volatile since fiscal 2004. From 2011 through 2014, we experienced unprecedented
increases in the cost of beef. Beginning March 2015, the beef markets stabilized through June 2015 before subsequently
declining by approximately 30%. As a result of the decline through March 2016, the market price of hot dogs during the
fiscal 2016 period was approximately 7.1% lower than the fiscal 2015 period. During the fiscal 2017 period, beef
prices remained favorable, and as such, our market price for hot dogs was 13.9% lower than during the fiscal 2016 period.
We are unable to predict the future cost of our hot dogs and expect to experience price volatility for our beef products during
fiscal 2018. To the extent that beef prices increase as compared to earlier periods, it could impact our results of operations.
In the past, we entered into purchase commitments for a portion of our hot dogs to reduce the impact of increasing market
prices. We concluded a purchase commitment for approximately 2,600,000 pounds of hot dogs at approximately $2.01 per
pound which we purchased between February and May 2016. We may attempt to enter into similar purchase arrangements
for hot dogs and other products in the future. Additionally, we expect to continue experiencing volatility in oil and gas prices
on our distribution costs for our food products and utility costs in the Company-owned restaurants and volatile insurance
costs resulting from the uncertainty of the insurance markets.

With the exception of purchase commitments, we have not attempted to hedge against fluctuations in the prices of
the commodities we purchase using future, forward, option or other instruments. As a result, we expect that the majority of
our future commodity purchases will be subject to market changes in the prices of such commodities. We have attempted to
enter sales agreements with our customers that are correlated to our cost of beef, thus reducing our market volatility, or have
passed through permanent increases in our commodity prices to our customers that are not on formula pricing, thereby
reducing the impact of long-term increases on our financial results. A short-term increase or decrease of 10.0% in the cost of
our food and paper products for the fifty-two weeks ended March 26, 2017 would have increased or decreased our cost of
sales by approximately $4,584,000.

Foreign Currencies

Foreign franchisees and other business partners generally conduct business with us and make payments in United
States dollars, reducing the risks inherent with changes in the values of foreign currencies. As a result, we have not purchased
future contracts, options or other instruments to hedge against changes in values of foreign currencies and we do not believe
fluctuations in the value of foreign currencies would have a material impact on our financial results.

Item 8.

Financial Statements and Supplementary Data.

The consolidated financial statements and supplementary data are submitted as a separate section of this report

beginning on Page F-1.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None

Item 9A.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange
Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer, and Chief Financial Officer have concluded that, as
of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that the
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the SEC’s rules and forms and that such information is
accumulated and communicated to our management, including our principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over

financial reporting. Our internal control over financial reporting includes those policies and procedures that:

(cid:404)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;

(cid:404) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial
statements in accordance with generally accepted accounting principles in the United States, and that our
receipts and expenditures are being made only in accordance with authorizations of our management and
directors; and

(cid:404)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.

Management has assessed the effectiveness of our system of internal control over financial reporting as of March
26, 2017. In making this assessment, management used the framework in Internal Control — Integrated Framework issued
in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment
and the criteria set forth by COSO in 2013, management believes that Nathan’s maintained effective internal control over
financial reporting as of March 26, 2017. The effectiveness of our internal control over financial reporting as of March 26,
2017, has been audited by Grant Thornton LLP, an independent registered public accounting firm which has also audited our
consolidated financial statements, as stated in its attestation report which is included herein.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the thirteen weeks ended
March 26, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

Limitations on the Effectiveness of Controls

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that
the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are
designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial
Officer have concluded that such controls and procedures are effective at the reasonable assurance level.

Item 9B. Other Information.

None.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Nathan’s Famous, Inc.

We have audited the internal control over financial reporting of Nathan’s Famous, Inc. (a Delaware corporation) and
subsidiaries (the “Company”) as of March 26, 2017, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on
Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
March 26, 2017, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated financial statements of the Company as of and for the year ended March 26, 2017, and our report dated June
9, 2017 expressed an unqualified opinion on those financial statements.

/s/ GRANT THORNTON LLP

New York, New York
June 9, 2017

Item 10.

Directors, Executive Officers and Corporate Governance.

PART III

The information required in response to this Item is incorporated herein by reference from the discussions under the
captions Proposal 1 – Election of Directors, Corporate Governance Management and Security Ownership in our proxy
statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after
the end of the fiscal year covered by this Report.

Our Board of Directors has adopted a Financial Officer Code of Ethics applicable to the Company’s Chief Executive
Officer, Chief Financial Officer and all other members of the Company’s Finance Department. This Code of Ethics is posted
on the Company’s website within a broader Code of Business Conduct and Ethics at www.nathansfamous.com in the Investor
Relations section. We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or
a waiver from, the provision of our Code of Ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions and that relates to any element of such
provision of our Code of Ethics by posting such information on our website within four business days of the date of such
amendment or waiver. In the case of a waiver, the nature of the waiver, the name of the person to whom the waiver was
granted and the date of the waiver will also be disclosed.

Item 11.

Executive Compensation.

The information required in response to this Item is incorporated herein by reference from the discussion under the
caption Executive Compensation, including the Summary Compensation and other tables, Non-Qualified Deferred
Compensation, Risk Consideration in our Compensation Programs and 2017 Director Compensation in our proxy statement
to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end
of the fiscal year covered by this Report.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

The information required in response to this Item is incorporated herein by reference from the discussion under the
caption Equity Plan Information and Security Ownership in our proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Report.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

The information required in response to this Item is incorporated herein by reference from the discussion under the
caption Corporate Governance – Director Independence and Corporate Governance – Certain Relationships and Related
Persons transactions in our proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the end of the fiscal year covered by this Report.

Item 14.

Principal Accountant Fees and Services.

Audit Fees

We were billed by Grant Thornton LLP the aggregate amount of approximately $244,000 in respect of fiscal 2017
and $244,000 in respect of fiscal 2016 for fees for professional services rendered for the audit of our annual financial
statements and the effectiveness of our internal control over financial reporting as well as the review of our financial
statements included in our Forms 10-Q.

Audit-Related Fees

Grant Thornton LLP did not render any audit-related services for fiscal 2017 and 2016 and, accordingly, did not bill

for any such services.

Tax Fees

Grant Thornton LLP did not render any tax compliance, tax advice or tax planning services for fiscal 2017 and 2016

and, accordingly, did not bill for any such services.

All Other Fees

Grant Thornton LLP did not render any other services for fiscal 2017 and 2016 and, accordingly, did not bill for any

such services.

Pre-Approval Policies

Our Audit Committee has not adopted any pre-approval policies. Instead, the Audit Committee will specifically pre-

approve the provision by Grant Thornton LLP of all audit and non-audit services.

Our Audit Committee approved all of the audit services provided by Grant Thornton LLP during 2017 and 2016.

Item 15.

Exhibits and Financial Statement Schedules.

(a) (1)

Consolidated Financial Statements

PART IV

The consolidated financial statements listed in the accompanying index to the consolidated financial statements and

schedule on Page F-1 are filed as part of this Report.

(2)

Financial Statement Schedule

The consolidated financial statement schedule listed in the accompanying index to the consolidated financial

statements and schedule on Page F-1 is filed as part of this Report.

(3)

Exhibits

Certain of the following exhibits were previously filed as exhibits to other reports or registration statements filed by
the Registrant under the Securities Act of 1933 or under the Securities Exchange Act of 1934 and are therefrom incorporated
by reference.

Exhibit
No.

3.1

3.2

3.3
4.1

4.2

4.3

10.1

10.2

10.3

10.4

10.5

10.6

10.7

Exhibit

Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-
1 No. 33- 56976.)
Amendment to the Certificate of Incorporation, filed December 15, 1992. (Incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-1 No. 33-56976.)
By-Laws, as amended. (Incorporated by reference to Exhibit 3.1 to Form 8-K dated November 1, 2006.)
Specimen Stock Certificate. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-
1 No. 33-56976.)
Rights Agreement, dated as of June 5, 2013, between Nathan’s Famous, Inc. and American Stock Transfer
and Trust Company, LLC, as Rights Agent, which includes form of Rights Certificate as Exhibit A and the
Summary of Rights to Purchase as Exhibit B. (Incorporated by reference to Exhibit 4.2 to the Company’s
Current Report filed on Form 8-K dated June 11, 2013.)
Indenture, dated as of March 10, 2015, by and among Nathan’s Famous, Inc., certain of its wholly owned
subsidiaries, as guarantors, and U.S. Bank National Association, a National Banking Association, as trustee
and collateral trustee (including the form of Note (Incorporated by reference to Exhibit 4.1 to the Company’s
Current Report filed on Form 8-K dated March 10, 2015.)
Leases for premises at Coney Island, New York, as follows: (Incorporated by reference to Exhibit 10.3 to
Registration Statement on Form S-1 No. 33-56976.)
a) Lease, dated November 22, 1967, between Nathan’s Realty Associates and the Company.
b) Lease, dated November 22, 1967, between Ida’s Realty Associates and the Company.
Form of Standard Franchise Agreement. (Incorporated by reference to Exhibit 10.12 to Registration
Statement on Form S-1 No. 33-56976.)
401K Plan and Trust. (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1 No.
33-56976.)
***Employment Agreement with Howard M. Lorber, dated as of December 15, 2006. (Incorporated by
reference to Exhibit 10.1 to Form 8-K dated December 15, 2006.)
***Employment Agreement with Eric Gatoff, dated as of December 15, 2006. (Incorporated by reference
to Exhibit 10.2 to Form 8-K dated December 15, 2006.)
***Amendment to Employment Agreement with Eric Gatoff dated August 3, 2010. (Incorporated by
reference to Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 27, 2010.)
Agreement of Lease between One-Two Jericho Plaza Owner LLC and Nathan’s Famous Services, Inc. dated
September 11, 2009, (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended
September 27, 2009.)

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19

10.20
10.21

10.22

10.23

21
23
31.1
31.2
32.1

32.2

Guaranty by Nathan’s Famous, Inc. of Agreement of Lease with One-Two Jericho Plaza Owner LLC dated
September 11, 2009, (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended
September 27, 2009.)
***2010 Stock Incentive Plan (Incorporated by reference to Exhibit A to Proxy Statement on Schedule 14A
dated July 23, 2010).
***Amendment to 2010 Stock Incentive Plan (Incorporated by reference to Exhibit A to Proxy Statement
on Schedule 14A dated July 23, 2012).
***Amendment to Employment Agreement with Howard M. Lorber, dated November 1, 2012.
(Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 23, 2012.)
***Restricted Stock Agreement with Howard M. Lorber, dated November 1, 2012. (Incorporated by
reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 23, 2012.)
***First Amendment to Restricted Stock Agreement with Howard M. Lorber, dated as of October 31, 2015
(Incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter
ended September 27, 2015.)
**Letter agreement dated December 5, 2012 between Nathan’s Famous Systems, Inc. and John Morrell &
Co. (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 23, 2012).
***Restricted Stock Agreement with Eric Gatoff, dated June 4, 2013. (Incorporated by reference to Exhibit
10.27 to Form 10-K for the year ended March 31, 2013.)
Parity Lien Security Agreement dated as of March 10, 2015, by and among Nathan’s Famous, Inc. and Other
Assignors Identified therein and U.S. Bank National Association as Collateral Trustee. (Incorporated by
reference to Exhibit 10.23 to Form 10-K for the year ended March 29, 2015.)
*** Transition Agreement and Release with Wayne Norbitz dated as of June 10, 2015. (Incorporated by
reference to Exhibit 10.24 to Form 10-K for the year ended March 29, 2015.)
***Consulting Agreement with Wayne Norbitz dated as of June 10, 2015. (Incorporated by reference to
Exhibit 10.25 to Form 10-K for the year ended March 29, 2015.)
***Amendment to Consulting Agreement with Wayne Norbitz dated as of August 4, 2016 (Incorporated by
reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 26, 2016).
(1) ***Amendment to Consulting Agreement with Wayne Norbitzy dated as of June 7, 2017
***2017 Management Incentive Plan for the Fiscal Year ending March 26, 2017 (Incorporated by reference
to Appendix A to the Proxy Statement on Schedule 14A filed on July 28, 2016).
***Nathan’s Famous, Inc. Code Section 162(m) Bonus Plan (Incorporated by reference to Appendix B to
the Proxy Statement on Schedule 14A filed on July 28, 2016).
10b5-1 Issuer Repurchase Instructions dated September 9, 2016, between the Company and Mutual
Securities, Inc. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
dated September 13, 2016.)
(1) List of Subsidiaries of the Registrant.
(1) Consent of Grant Thornton LLP dated June 9, 2017.
(1) Certification by Eric Gatoff, Chief Executive Officer, pursuant to Rule 13a - 14(a).
(1) Certification by Ronald G. DeVos, Chief Financial Officer, pursuant to Rule 13a - 14(a).
(1) Certification by Eric Gatoff, Chief Executive Officer of Nathan’s Famous, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(1) Certification by Ronald G. DeVos, Chief Financial Officer of Nathan’s Famous, Inc., pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

(1) Filed herewith.

**Filed with confidential portions omitted pursuant to request for confidential treatment. The omitted portions have been
separately filed with the SEC.

*** Indicates a management plan or arrangement.

Item 16.

Form 10-K Summary.

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly

caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 9th day of June, 2017.

SIGNATURES

Nathan’s Famous, Inc.

/s/ ERIC GATOFF
Eric Gatoff
Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the

following persons on behalf of the Registrant and in the capacities indicated on the 9th day of June, 2017.

/s/ ERIC GATOFF
Eric Gatoff
Chief Executive Officer
(Principal Executive Officer)

/s/ HOWARD LORBER
Howard Lorber
Executive Chairman

/s/ RONALD G. DEVOS
Ronald G. DeVos
Vice President - Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ WAYNE NORBITZ
Wayne Norbitz
Director

/s/ ROBERT J. EIDE
Robert J. Eide
Director

/s/ BARRY LEISTNER
Barry Leistner
Director

/s/ BRIAN GENSON
Brian Genson
Director

/s/ ATTILIO F. PETROCELLI
Attilio F. Petrocelli
Director

/s/ CHARLES RAICH
Charles Raich
Director

This page intentionally left blank

Nathan’s Famous, Inc. and Subsidiaries

TABLE OF CONTENTS

Page

Report of Independent Registered Public Accounting Firm .................................................................................... F-2

Consolidated Balance Sheets .................................................................................................................................. F-3

Consolidated Statements of Earnings ...................................................................................................................... F-4

Consolidated Statements of Comprehensive Income .............................................................................................. F-5

Consolidated Statements of Stockholders’ (Deficit) Equity .................................................................................... F-6 – F-8

Consolidated Statements of Cash Flows ................................................................................................................. F-9

Notes to Consolidated Financial Statements ........................................................................................................... F-10

Schedule II - Valuation and Qualifying Accounts................................................................................................... F-47

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Nathan’s Famous, Inc.

We have audited the accompanying consolidated balance sheets of Nathan’s Famous, Inc. (a Delaware corporation) and
subsidiaries (the “Company”) as of March 26, 2017 and March 27, 2016, and the related consolidated statements of earnings,
comprehensive income, stockholders’ (deficit) equity, and cash flows for each of the fifty-two weeks ended March 26, 2017,
March 27, 2016, and March 29, 2015. Our audits of the basic consolidated financial statements included the financial
statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and financial statement
schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Nathan’s Famous, Inc. and subsidiaries as of March 26, 2017 and March 27, 2016, and the results of their
operations and their cash flows for each of the fifty-two weeks ended March 26, 2017, March 27, 2016, and March 29, 2015
in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material aspects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the Company’s internal control over financial reporting as of March 26, 2017, based on criteria established in the 2013
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated June 9, 2017 expressed an unqualified opinion.

/s/ GRANT THORNTON LLP

New York, New York
June 9, 2017

F-2

Nathan’s Famous, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

CURRENT ASSETS

ASSETS

Cash ............................................................................................................................. $
Accounts and other receivables, net .............................................................................
Inventories ....................................................................................................................
Prepaid expenses and other current assets (Note F) ......................................................
Total current assets ..............................................................................

Property and equipment, net of accumulated depreciation of $7,522 and $7,190,

respectively ...............................................................................................................
Goodwill .......................................................................................................................
Intangible asset .............................................................................................................
Other assets ...................................................................................................................

March 26,
2017

March 27,

2016

56,915 $
8,948
579
1,093
67,535

8,844
95
1,353
298

50,228
8,721
687
1,343
60,979

9,013
95
1,353
109

Total assets .......................................................................................... $

78,125 $

71,549

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

CURRENT LIABILITIES

Accounts payable .......................................................................................................... $
Accrued expenses and other current liabilities (Note I) ................................................
Deferred franchise fees .................................................................................................
Total current liabilities ........................................................................

4,809 $
5,865
98
10,772

4,887
6,176
137
11,200

Long-term debt, net of unamortized debt issuance costs of $3,525 and $4,734,

respectively (Note L) ................................................................................................
Other liabilities (Note I) ...............................................................................................
Deferred income taxes ..................................................................................................

131,475
1,555
814

130,266
1,706
713

Total liabilities .....................................................................................

144,616

143,885

COMMITMENTS AND CONTINGENCIES (Note N)

STOCKHOLDERS’ (DEFICIT)

Common stock, $.01 par value; 30,000,000 shares authorized; 9,303,870 and
9,274,066 shares issued; and 4,176,497 and 4,177,309 shares outstanding at
March 26, 2017 and March 27, 2016, respectively ...................................................
Additional paid-in capital .............................................................................................
(Accumulated deficit) ...................................................................................................
Stockholders’ equity before treasury stock ...................................................................
Treasury stock, at cost, 5,127,373 and 5,096,757 shares at March 26, 2017 and

March 27, 2016, respectively ....................................................................................
Total stockholders’ (deficit) ................................................................

93
60,582
(49,863)
10,812

(77,303)
(66,491)

93
60,950
(57,348)
3,695

(76,031)
(72,336)

Total liabilities and stockholders’ (deficit) .......................................... $

78,125 $

71,549

The accompanying notes are an integral part of these financial statements.

F-3

Nathan’s Famous, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except share and per share amounts)

Fifty-Two

Fifty-Two
weeks ended weeks ended weeks ended
March 26,
2017

March 29,

March 27,

Fifty-Two

2015

2016

REVENUES

Sales ................................................................................................ $
License royalties .............................................................................
Franchise fees and royalties ............................................................
Total revenues ...............................................................

COSTS AND EXPENSES

Cost of sales ....................................................................................
Restaurant operating expenses ........................................................
Depreciation and amortization ........................................................
General and administrative expenses ..............................................
Total costs and expenses ...............................................

71,216 $
20,368
5,068
96,652

52,030
3,386
1,297
13,659
70,372

76,031 $
19,815
5,044
100,890

57,998
3,557
1,255
13,117
75,927

75,520
18,011
5,581
99,112

61,951
3,747
1,253
12,203
79,154

Income from operations ................................................

26,280

24,963

19,958

Interest expense ..............................................................................
Interest income ...............................................................................
Impairment charge – long-term investment (Note G) .....................
Other income, net ...........................................................................

Income before provision for income taxes .........................................
Provision for income taxes .................................................................

Net income ................................................................... $

(14,665)
104
-
85

11,804
4,319
7,485 $

(14,630 )
52
(100 )
99

10,384
4,288
6,096 $

(816 )
176
-
87

19,405
7,702
11,703

PER SHARE INFORMATION

Income per share:

Basic ............................................................................................ $
Diluted ........................................................................................ $

1.79 $
1.78 $

1.38 $
1.37 $

2.61
2.55

Cash dividends declared per share ..................................................... $

- $

25.00

Weighted average shares used in computing income per share:

Basic ............................................................................................
Diluted ........................................................................................

4,172,000
4,206,000

4,430,000
4,463,000

4,486,000
4,588,000

The accompanying notes are an integral part of these financial statements.

F-4

Nathan’s Famous, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Fifty-Two

Fifty-Two
weeks ended weeks ended weeks ended
March 26,
2017

March 29,

March 27,

Fifty-Two

2015

2016

Net income ......................................................................................... $

7,485 $

6,096 $

11,703

Other comprehensive loss, net of deferred income taxes:

Unrealized losses on marketable securities .............................

Less: Reclassification adjustment for gains included in net

income ..................................................................................

Other comprehensive loss ........................................................

(102 )

(47 )

(102 )

Comprehensive income ...................................................................... $

7,485 $

6,049 $

11,601

The accompanying notes are an integral part of these financial statements.

F-5

Nathan’s Famous, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
Fifty-two weeks ended March 26, 2017, Fifty-two weeks ended March 27, 2016 and the Fifty-two weeks ended March 29, 2015
(in thousands, except share amounts)

Additional

Retained
Earnings

Accumulated

Other

Total

Common Common Paid-in
Capital
Stock
Shares

(Accumulated Comprehensive Treasury Stock, at Cost Stockholders’

Deficit)

Income

Amount

(Deficit)

Balance, March 30,

2014 ............................. 9,092,183 $

91 $

57,578 $

40,963 $

149 4,610,026 $ (54,884) $

43,897

Shares issued in

connection with share-
based compensation
plans ............................

Withholding tax on net
share settlement of
share-based
compensation plans ......

Repurchase of common

stock .............................

Income tax benefit on

stock option exercises ..

Share-based

compensation ...............

Unrealized losses on
available-for-sale
securities, net of
deferred income tax
benefit of $66 ...............

Dividends declared .........

Net income ....................
Balance, March 29,

159,914

880

882

(3,693 )

4,572

859

(3,693)

37,661

(1,916)

4,572

859

(102)

11,703

(116,110)

2015 ............................. 9,252,097 $

93 $

60,196 $

(63,444) $

47 4,647,687 $ (56,800) $

(59,908)

The accompanying notes are an integral part of these financial statements.

F-6

Shares issued in

connection with
share-based
compensation
plans .....................

Withholding tax on

net share
settlement of
share-based
compensation
plans .....................

Repurchase of

Nathan’s Famous, Inc. and Subsidiaries

Additional

Accumulated
Other

Total

Common Common Paid-in
Capital
Stock

(Accumulated Comprehensive Treasury Stock, at Cost Stockholders’
Shares
Deficit)

Amount

(Deficit)

Income

Balance, March 29,

2015 ..................... 9,252,097 $

93 $

60,196 $

(63,444) $

47 4,647,687 $

(56,800) $

(59,908)

21,969

(285)

common stock ......

Income tax benefit
on stock option
exercises ...............

Share-based

228

compensation .......

722

Reclassification
adjustment for
gains included in
net income, net of
deferred income
tax benefit of $25 .

Net income ...............
Balance, March 27,

6,096

(47)

(285)

- 449,070

(19,231)

228

722

(47)

6,096

2016 ..................... 9,274,066 $

93 $

60,950 $

(57,348) $

- 5,096,757 $

(76,031) $

(72,336)

The accompanying notes are an integral part of these financial statements.

F-7

Nathan’s Famous, Inc. and Subsidiaries

Additional

Total

Common Common Paid-in
Capital
Stock
Shares

(Accumulated Treasury Stock, at Cost Stockholders’

Deficit)

Amount

(Deficit)

Balance, March 27, 2016 ............

9,274,066 $

93 $

60,950 $

(57,348)

5,096,757 $

(76,031) $

(72,336)

Shares issued in connection

with share-based
compensation plans ................

29,804

Withholding tax on net share
settlement of share-based
compensation plans ................

Repurchase of common stock ....

Share-based compensation ........

Net income ..................................
Balance, March 26, 2017 ............

9,303,870 $

(994)

582

-
93 $

60,582 $

7,485
(49,863)

(994)

30,616

(1,272)

5,127,373 $

(77,303) $

582

7,485
(66,491)

The accompanying notes are an integral part of these financial statements.

F-8

Nathan’s Famous, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Fifty-Two

weeks ended weeks ended

weeks ended

March 26, 2017 March 27, 2016 March 29, 2015

Cash flows from operating activities:

Net income ............................................................................................................... $
Adjustments to reconcile net income to net cash provided by operating activities ....
Depreciation and amortization ..........................................................................
Amortization of bond premium .........................................................................
Gain on sale of marketable equity securities .....................................................
Gain on sale of property and equipment ............................................................
Amortization of debt issuance costs ..................................................................
Share-based compensation expense .................................................................
Income tax benefit on stock option exercises ....................................................
Provision for doubtful accounts .......................................................................
Impairment charge – long-term investment .......................................................
Deferred income taxes .......................................................................................

Changes in operating assets and liabilities:

Accounts and other receivables, net ..................................................................
Insurance proceeds received for business interruption claim ............................
Inventories.........................................................................................................
Prepaid expenses and other current assets .........................................................
Other assets .......................................................................................................
Accounts payable, accrued expenses and other current liabilities .....................
Deferred franchise fees......................................................................................
Other liabilities ..................................................................................................

7,485 $

6,096 $

11,703

1,297
-
-
-
1,209
582
659
53
-
101

(280)
-
108
250
(189)
(673)
(39)
(151)

1,255
64
(26)
(18)
1,185
722
-
38
100
(13)

740
-
135
3,189
138
(293)
(141)
(691)

1,253
164
-
-
66
859
-
23
-
111

(2,417)
718
125
(1,403)
181
1,779
44
79

Net cash provided by operating activities .............................................

10,412

12,480

13,285

Cash flows from investing activities:

Proceeds from sales and maturities of available-for-sale securities ...........................
Proceeds from disposal of property and equipment ..................................................
Purchase of property and equipment..........................................................................
Purchase of available-for-sale securities ....................................................................

-
-
(1,128)
-

10,868
133
(1,125)
(3,887)

8,020
-
(1,538)
(4,258)

Net cash (used in) provided by investing activities ...............................

(1,128)

5,989

2,224

Cash flows from financing activities:

Proceeds from issuance of long-term debt .................................................................
Debt issuance costs ....................................................................................................
Dividends paid to stockholders ..................................................................................
Repurchase of treasury stock .....................................................................................
Proceeds from the exercise of stock options .............................................................
Income tax benefit on stock option exercises ............................................................
Payments of withholding tax on net share settlement of share-based compensation

plans ......................................................................................................................

-
-
(375)
(1,272)
44
-

-
(60)
(375)
(19,231)
89
228

135,000
(5,926)
(115,110)
(1,916)
880
4,572

(994)

(285)

(3,693)

Net cash (used in) provided by financing activities ..............................

(2,597)

(19,634)

13,807

Net increase (decrease) in cash and cash equivalents ....................................................

6,687

(1,165)

29,316

Cash and cash equivalents, beginning of year ................................................................

50,228

51,393

22,077

Cash and cash equivalents, end of year .......................................................................... $

56,915 $

50,228 $

51,393

Cash paid during the year for:

Interest ....................................................................................................................... $
Income taxes .............................................................................................................. $

13,500 $
4,049 $

13,688 $
848 $

-
4,545

The accompanying notes are an integral part of these financial statements.

F-9

Nathan’s Famous, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)

March 26, 2017, March 27, 2016 and March 29, 2015

NOTE A - DESCRIPTION AND ORGANIZATION OF BUSINESS

Nathan’s Famous, Inc. and subsidiaries (collectively the “Company” or “Nathan’s”) has historically operated or
franchised a chain of retail fast food restaurants featuring the “Nathan’s World Famous Beef Hot Dog”, crinkle-cut
French-fried potatoes and a variety of other menu offerings. Nathan’s has also established a Branded Product
Program, which enables foodservice retailers to sell select Nathan’s proprietary products outside of the realm of a
traditional franchise relationship. Nathan’s also licenses the manufacture and sale of “Nathan’s Famous” packaged
hot dogs, crinkle-cut French fries and a number of other products to a variety of third parties for sale to supermarkets,
club stores and grocery stores. The Company is also the owner of the Arthur Treacher’s brand. Arthur Treacher’s
main product is its "Original Fish & Chips" product consisting of fish fillets coated with a special batter prepared
under a proprietary formula, deep-fried golden brown, and served with English-style chips and corn meal "hush
puppies." The Company considers itself to be a brand marketer to the foodservice industry, pursuant to its various
business structures. Nathan’s has also pursued co-branding and co-hosting initiatives.

At March 26, 2017, the Company’s restaurant system included five Company-owned units in the New York City
metropolitan area and 279 franchised or licensed units, located in 19 states and 12 foreign countries.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies have been applied in the preparation of the consolidated financial
statements:

1. Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries.
All significant inter-company balances and transactions have been eliminated in consolidation.

2. Fiscal Year

The Company’s fiscal year ends on the last Sunday in March, which results in a 52 or 53-week reporting period.
The results of operations and cash flows for the fiscal years ended March 26, 2017, March 27, 2016 and March 29,
2015 are on the basis of a 52-week reporting period.

F-10

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

3. Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

Significant estimates made by management in preparing the consolidated financial statements include revenue
recognition, the allowance for doubtful accounts, valuation of stock-based compensation, accounting for income
taxes, and the valuation of goodwill, intangible assets and other long-lived assets.

4. Inventories

Inventories, which are stated at the lower of cost or market value, consist primarily of food items and supplies. Cost
is determined using the first-in, first-out method.

5. Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are
capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and
amortization are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold
improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The
estimated useful lives are as follows:

Building and improvements (in years) .................................................................................................. 5
Machinery, equipment, furniture and fixtures (in years) ....................................................................... 3
Leasehold improvements (in years) ....................................................................................................... 5

– 25
– 15
– 20

6. Goodwill and Intangible Assets

Goodwill and intangible assets consist of (i) goodwill of $95 resulting from the acquisition of Nathan’s in 1987; and
(ii) trademarks, trade names and other intellectual property of $1,353 in connection with Arthur Treacher’s.

The Company’s goodwill and intangible assets are deemed to have indefinite lives and, accordingly, are not
amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and
circumstances occur which may indicate that the carrying value may not be recoverable. As of March 26, 2017 and
March 27, 2016, the Company performed its required annual impairment test of goodwill and intangible assets and
has determined no impairment is deemed to exist.

F-11

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

7. Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Impairment is measured by comparing the carrying value of the long-lived
assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate
disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair
value based on the present value of estimated future cash flows.

Impairment losses are recorded on long-lived assets on a restaurant-by-restaurant basis whenever impairment factors
are determined to be present. 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 impaired
during the fiscal years March 26, 2017, March 27, 2016 and March 29, 2015.

8. Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (an exit price).

The fair value hierarchy, as outlined in the applicable accounting guidance, is based on inputs to valuation techniques
that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions
market participants would use in pricing an asset or liability based on market data obtained from independent sources
while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions.

The fair value hierarchy consists of the following three levels:

(cid:404)

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 use of observable market inputs (quoted market prices) when measuring fair value and, specifically, the use of
Level 1 quoted prices to measure fair value are required whenever possible. The determination of where an asset or
liability falls in the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures
quarterly and based on various factors, it is possible that an asset or liability may be classified differently from year
to year.

At March 26, 2017 and March 27, 2016, we did not have any assets or liabilities that were recorded at fair value.

The Company's long-term debt had a face value of $135,000 as of March 26, 2017 and a fair value of $145,125 as
of March 26, 2017. 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.

F-12

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to
the short-term maturity of the instruments.

The majority of the Company’s non-financial assets and liabilities are not required to be carried at fair value on a
recurring basis. However, the Company is required on a non-recurring basis to use fair value measurements when
analyzing asset impairment as it relates to goodwill and other indefinite-lived intangible assets and long-lived assets.
The Company utilized the income approach (Level 3 inputs) which utilized cash flow forecasts for future income
and were discounted to present value in performing its annual impairment testing of intangible assets.

9. Start-up Costs

Pre-opening and similar restaurant costs are expensed as incurred.

10. Revenue Recognition - Branded Product Program

The Company recognizes sales from the Branded Product Program and certain products sold from the Branded
Menu Program upon delivery to Nathan’s customers via third party common carrier. Rebates provided to customers
are classified as a reduction to sales.

11. Revenue Recognition - Company-owned Restaurants

Sales by Company-owned restaurants, which are typically paid in cash or credit card by the customer, are recognized
at the point of sale. Sales are presented net of sales tax.

12. Revenue Recognition - Franchising Operations

In connection with its franchising operations, the Company receives initial franchise fees, international development
fees, royalties, and in certain cases, revenue from sub-leasing restaurant properties to franchisees.

Franchise and international development fees, which are typically received prior to completion of the revenue
recognition process, are initially recorded as deferred revenue. Initial franchise fees, which are non-refundable, are
recognized as income when substantially all services to be performed by Nathan’s and conditions relating to the sale
of the franchise have been performed or satisfied, which generally occurs when the franchised restaurant commences
operations.

F-13

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The following services are typically provided by the Company prior to the opening of a franchised restaurant:

o Approval of all site selections to be developed.
o Provision of architectural plans suitable for restaurants to be developed.
o Assistance in establishing building design specifications, reviewing construction compliance and equipping

the restaurant.

o Provision of appropriate menus to coordinate with the restaurant design and location to be developed.
o Provision of management training for the new franchisee and selected staff.
o Assistance with the initial operations of restaurants being developed.

International development fees are recognized, net of direct expenses, upon the opening of the first restaurant within
the territory. In each case, this is when the Company has performed substantially all initial services required by the
agreements.

At March 26, 2017 and March 27, 2016, $98 and $137, respectively, of deferred franchise fees are included in the
accompanying consolidated balance sheets. For the fiscal years ended March 26, 2017, March 27, 2016 and March
29, 2015, the Company earned franchise fees of $778, $751 and $1,043, respectively, from new unit openings,
transfers, co-branding and forfeitures.

Development fees are non-refundable and the related agreements require the franchisee to open a specified number
of restaurants in the development area within a specified time period or the agreements may be canceled by the
Company. Revenue from development agreements is deferred and shall be recognized, with an appropriate provision
for estimated uncollectible amounts, when all material services or conditions to the sale have been substantially
performed by the franchisor. If substantial obligations under the development agreement are not dependent on the
number of individual franchise locations to be opened, substantial performance shall be determined using the same
criteria applicable to an individual franchise, which is generally the opening of the first location pursuant to the
development agreement. If substantial performance is dependent on the number of locations, then the development
fee is deferred and recognized ratably over the term of the agreement, as restaurants in the development area
commence operations on a pro rata basis to the minimum number of restaurants required to be open, or at the time
the development agreement is effectively canceled. At March 26, 2017 and March 27, 2016, $67 and $129,
respectively, of deferred development fee revenue is included in other liabilities in the accompanying consolidated
balance sheets.

F-14

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The following is a summary of franchise openings and closings for the Nathan’s franchise restaurant system for the
fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015:

Franchised restaurants operating at the beginning of the
period ........................................................................

New franchised restaurants opened during the period ....

Franchised restaurants closed during the period .............

Franchised restaurants operating at the end of the

March 26
2017

March 27,

March 29,

2016

2015

259

(33)

296

(93)

324

(64)

period ........................................................................

279

259

296

The Company recognizes franchise royalties on a monthly basis, which are generally based upon a percentage of
sales made by the Company’s franchisees, when they are earned and deemed collectible. The Company recognizes
royalty revenue from its Branded Menu Program directly from the sale of Nathan’s products by its primary
distributor or directly from the manufacturers.

Franchise fees and royalties that are not deemed to be collectible are not recognized as revenue until paid by the
franchisee or until collectibility is deemed to be reasonably assured.

13. Revenue Recognition – License Royalties

The Company earns revenue from royalties on the licensing of the use of its intellectual property in connection with
certain products produced and sold by outside vendors. The use of the Company’s intellectual property must be
approved by the Company prior to each specific application to ensure proper quality and a consistent image. Revenue
from license royalties is generally based on a percentage of sales, subject to certain annual minimum royalties,
recognized on a monthly basis when it is earned and deemed collectible.

14. Business Concentrations and Geographical Information

The Company’s accounts receivable consist principally of receivables from franchisees for royalties and advertising
contributions, from sales under the Branded Product Program, and from royalties from retail licensees. At March
26, 2017, four Branded Product customers represented 21%, 15%, 12% and 8%, of accounts receivable. At March
27, 2016, four Branded Product customers represented 19%, 14%, 9% and 8%, of accounts receivable. One Branded
Products customer accounted for 12%, 14% and 17% of total revenue for the years ended March 26, 2017, March
27, 2016 and March 29, 2015, respectively. One retail licensee accounted for 20%, 19% and 17% of the total revenue
for the years ended March 26, 2017, March 27, 2016 and March 29, 2015, respectively.

F-15

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s primary supplier of hot dogs represented 78%, 81% and 83% of product purchases for the fiscal
years ended March 26, 2017, March 27, 2016 and March 29, 2015, respectively. The Company’s distributor of
products to its Company-owned restaurants represented 5% of product purchases for each of the fiscal years ended
March 26, 2017, March 27, 2016 and March 29, 2015, respectively.

The Company’s revenues for the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015 were
derived from the following geographic areas:

March 26,
2017

March 27,
2016

March 29,
2015

Domestic (United States) ............................................... $
Non-domestic .................................................................

90,466 $
6,186
96,652 $

95,655 $
5,235
100,890 $

95,682
3,430
99,112

The Company’s sales for the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015 were derived
from the following:

March 26,
2017

March 27,
2016

March 29,
2015

Branded Products ........................................................... $
Company-owned restaurants ..........................................
Other ..............................................................................

55,960 $
15,042
214
71,216 $

58,545 $
16,664
822
76,031 $

58,948
15,874
698
75,520

15. Advertising

The Company administers an advertising fund on behalf of its restaurant system to coordinate the marketing efforts
of the Company. Under this arrangement, the Company collects and disburses fees paid by manufacturers,
franchisees and Company-owned stores for national and regional advertising, promotional and public relations
programs. Contributions to the advertising fund are based on specified percentages of net sales, generally ranging
up to 2%. Company-owned store advertising expense, which is expensed as incurred, was $182, $191 and $175, for
the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015, respectively, and have been included
within restaurant operating expenses in the accompanying consolidated statements of earnings.

F-16

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

16. Stock-Based Compensation

At March 26, 2017, the Company had one stock-based compensation plan in effect which is more fully described in
Note M.

The cost of all share-based payments, including grants of restricted stock and stock options, is recognized in the
financial statements based on their fair values measured at the grant date, or the date of any later modification, over
the requisite service period. The Company recognizes compensation cost for unvested stock awards on a straight-
line basis over the requisite vesting period.

17. Classification of Operating Expenses

Cost of sales consists of the following:

o The cost of food and other products sold by Company-operated restaurants, through the Branded Product

Program and through other distribution channels.

o The cost of labor and associated costs of in-store restaurant management and crew.
o The cost of paper products used in Company-operated restaurants.
o Other direct costs such as fulfillment, commissions, freight and samples.

Restaurant operating expenses consist of the following:

o Occupancy costs of Company-operated restaurants.
o Utility costs of Company-operated restaurants.
o Repair and maintenance expenses of Company-operated restaurant facilities.
o Marketing and advertising expenses done locally and contributions to advertising funds for Company-

operated restaurants.
Insurance costs directly related to Company-operated restaurants.

F-17

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

18. Income Taxes

The Company’s current provision for income taxes is based upon its estimated taxable income in each of the
jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting
from different treatment of items for tax and financial reporting purposes and income tax benefits from share-based
payments, as fully described in Note B.19. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those
temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in those periods in which temporary differences become
deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets
will not be realized, a valuation allowance against the deferred tax assets would be established in the period such
determination was made.

Uncertain Tax Positions

The Company has recorded liabilities for underpayment of income taxes and related interest and penalties for
uncertain tax positions based on the determination of whether tax benefits claimed or expected to be claimed on a
tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an
uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the
taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial
statements from such position should be measured based on the largest benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement. Nathan’s recognizes accrued interest and penalties associated
with unrecognized tax benefits as part of the income tax provision.

F-18

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

19. Adoption of New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (the “FASB”), issued new guidance which addresses
how companies account for certain aspects of its share-based payments to employees. The update simplifies the
accounting for the tax consequences. It also amends how excess tax benefits and a company’s payments to cover
the tax bills for the shares’ recipients should be classified on the statement of cash flows related to share-based
payments to employees. The amendments allow companies to estimate the number of stock awards they expect to
vest, and the amendments revised the withholding requirements for classifying stock awards as equity. Previously,
tax withholding was permitted only at the minimum statutory tax rates, which is being amended to permit higher
income tax withholding as long as it does not exceed the maximum statutory tax rate for an employee in the
applicable jurisdictions. This new standard is effective for public companies with fiscal years beginning after
December 15, 2016 which will be Nathan’s first quarter ending (June 2017) of our fiscal year ending on March 25,
2018. However, early adoption is permitted.

The Company elected to early adopt this standard in the quarter ended June 26, 2016. The impact of the early
adoption resulted in the Company recording tax benefits of $659 within income tax expense for the year ended
March 26, 2017, related to the excess tax benefit on stock incentive awards that settled during the period. Prior to
adoption of this guidance, this amount would have increased additional paid-in capital. These items shall not be
factored into the projected annual income tax rate, but will be treated as discrete items when they occur. Accordingly,
this new treatment will add additional volatility in the Company’s effective tax rate.

The excess tax benefits for the years ended March 27, 2016 and March 29, 2015 were $228 and $4,572, respectively
which increased additional paid-in-capital.

The Company accounts for forfeitures as they occur. Under the new guidance, excess tax benefits related to
employee share-based payments of $659 are classified as operating activities in the statement of cash flows for the
fifty-two weeks ended March 26, 2017. The Company applied the effect of the guidance to the presentation of excess
tax benefits in the statement of cash flows prospectively and no prior periods have been adjusted. The Company did
not record any cumulative-effect adjustment to accumulated deficit or net assets as a result of adopting this new
accounting standard. The Company also modified its diluted earnings per share calculation by excluding the excess
tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings
per share for the thirteen and fifty-two weeks ended March 26, 2017.

In August 2014, the FASB issued new guidance that requires management to evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going
concern within one year after the date that the financial statements are issued. If such conditions exist, management
is required to include disclosures enabling users to understand those conditions and management’s plans to alleviate
or mitigate those conditions. This new standard is effective for annual periods ending after December 15, 2016 and
interim periods within annual periods beginning after December 16, 2016. This guidance was effective for the
Company beginning in the fourth quarter of fiscal 2017 and did not have a material impact on the Company’s results
of operations or financial position.

F-19

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

20. New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued a new accounting standard that attempts to establish a uniform basis for recording
income to virtually all industries financial statements, under U.S. GAAP as further amended during 2016. The FASB
issued certain updates to the standard, including clarifying reporting revenue between Principle versus Agent and
clarification in determining performance obligations and licenses guidance. The revenue standard’s core principle
is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict
the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the
consideration to which the vendor is entitled. In order to accomplish this objective, companies must evaluate the
following five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the
contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the
contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

There are two basic transition methods that are available – full retrospective, or modified retrospective transition
methods. Early adoption is prohibited. Public companies were originally expected to apply the new standard for
annual periods beginning after December 15, 2016, including interim periods therein, which for Nathan’s would
have been its first quarter of fiscal 2018, beginning on March 27, 2017. On July 9, 2015, the FASB agreed to delay
the standard’s effective date to annual reporting periods beginning after December 15, 2017 which will now be our
first quarter (June 2018) of our fiscal year ending March 31, 2019.

The Company does not believe that the standard will impact its recognition of revenue for its Branded Product
Program, Company-operated restaurants or its recognition of royalties from its franchised restaurants or retail
licenses, which are based on a percentage of sales. Currently, franchise and international development fees are
recognized when the Company has performed substantially all initial services required by the agreements, which is
generally when the franchisee begins operations. Under the new guidance, these fees may be recognized over the
term of the agreements. The Company is currently evaluating the impact of the pending adoption of the new revenue
recognition standard on its consolidated financial statements and has not yet selected a transition method. The
Company anticipates assigning internal resources to assist with the evaluation and implementation of the new
standard, and will continue to provide updates during fiscal year 2018.

In July 2015, the FASB updated U.S. accounting guidance to simplify the ways businesses measure inventory.
Companies that use the first-in, first-out (FIFO) method or the average cost method will measure inventory at the
lower of its cost or net realizable value. Net realizable value is the estimated selling price in the normal course of
business, minus the cost of completion, disposal, and transportation. Companies will no longer consider replacement
cost or net realizable value less a normal profit margin when measuring inventory. This new standard is effective
for annual reporting periods beginning after December 15, 2016 which will be our first quarter (June 2017) of our
fiscal year ending March 25, 2018. Nathan’s does not expect the adoption of this new guidance to have a material
impact on its results of operations or financial position.

F-20

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes,
will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease
liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will
be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s
initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after
December 15, 2018, including interim reporting periods within those annual reporting periods. This standard is
required to take effect in Nathan’s first quarter ending (June 2019) of our fiscal year ending March 29, 2020. The
adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning
of the earliest period presented. The Company is currently evaluating the impact of this new accounting standard on
its consolidated financial position and results of operations.

In January 2017, the FASB issued a new accounting standard that narrows the definition of a business. The concept
is fundamental in determining whether transactions should be accounted for as acquisitions (or disposals) of assets
or businesses. The ASU revised the definition of a business to consist of the following key concepts:

(cid:404) A business is an integrated set of activities and assets that is capable of being conducted and managed for
the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly
to investors or other owners, members, or participants.

(cid:404) To be capable of being conducted and managed for the purposes described above, an integrated set of
activities and assets requires two essential elements–inputs and a substantive process(es) applied to those
inputs.

The amendments are effective prospectively for public business entities for annual reporting periods beginning after
December 15, 2017. This standard is required to take effect in Nathan’s first quarter ending (June 2018) of our fiscal
year ending March 31, 2019. The Company does not expect this new accounting standard will have a material effect
on the Company’s results of operations, cash flows or financial position. Early adoption is permitted when certain
criteria are met.

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 financial statements.

F-21

NOTE C - 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 fiscal
years ended March 26, 2017, March 27, 2016 and March 29, 2015, respectively:

Net Income

2017 2016 2015

2017

Shares
2016

Net income per share

2015

2017 2016

2015

Basic EPS

Basic

calculation .. $

7,485 $ 6,096 $ 11,703 4,172,000 4,430,000 4,486,000 $

1.79 $

1.38 $

2.61

Effect of
dilutive
employee
stock
options ........

Diluted EPS

Diluted

34,000

33,000 102,000

(.01)

(.06)

calculation .. $

7,485 $ 6,096 $ 11,703 4,206,000 4,463,000 4,588,000 $

1.78 $

1.37 $

2.55

No options to purchase shares of common stock for the years ended March 26, 2017, March 27, 2016 and March
29, 2015 were excluded from the computation of diluted earnings per share.

NOTE D – MARKETABLE SECURITIES

At March 26, 2017 and March 27, 2016, we did not have any marketable securities.

Proceeds from the sale of available-for-sale securities and the resulting gross realized gains included in the
determination of net income are as follows:

March 27,

March 29,

2016

2015

Available-for-sale securities:

Proceeds ................................................................................................. $
Gross realized gains ............................................................................... $

10,868 $
26 $

8,020
-

As a result of the sale of all of the marketable securities during the fiscal year ended March 27, 2016, all prior
unrealized gains have been realized and are included in net income and reclassified in determining other
comprehensive income for the year ended March 27, 2016. The reclassification of unrealized gains for the year
ended March 27, 2016 was $47, which was net of taxes of $25.

The change in net unrealized losses on available-for-sale securities for the fiscal year ended March 29, 2015, of
$(102), which is net of deferred income taxes, has been included as a component of comprehensive income.

F-22

NOTE E - ACCOUNTS AND OTHER RECEIVABLES, NET

Accounts and other receivables, net, consist of the following:

Branded product sales ................................................................................... $
Franchise and license royalties ......................................................................
Other .............................................................................................................

Less: allowance for doubtful accounts .........................................................

March 26,
2017

March 27,

2016

6,037 $
2,746
622
9,405

457

5,689
2,592
911
9,192

471

Accounts and other receivables, net ............................................................. $

8,948 $

8,721

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.

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 fiscal years ended March 26, 2017, March 27,
2016 and March 29, 2015 are as follows:

March 26,
2017

March 27,

March 29,

2016

2015

Beginning balance ................................................................. $
Bad debt expense ...............................................................
Accounts written off ..........................................................

Ending balance ...................................................................... $

471 $
53
(67)

457 $

443 $
38
(10)

471 $

433
23
(13)

443

NOTE F – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

Income taxes .................................................................................................. $
Insurance ........................................................................................................
Other ..............................................................................................................

- $
319
774

211
488
644

Total prepaid expenses and other current assets ............................................ $

1,093 $

1,343

March 26,
2017

March 27,

2016

F-23

NOTE G – LONG-TERM INVESTMENT

In September 2012, Nathan’s purchased 351,550 shares of Series A Preferred Stock in a privately-owned corporation
for $500. Nathan’s investment currently represents a 2.5% equity ownership in the entity and Nathan’s does not
have the ability to exercise significant influence over the investee. The shares have voting rights on the same basis
as the common shareholders and have certain dividend rights, if declared. Nathan’s accounts for this investment
pursuant to the cost method and recognizes dividends distributed by the investee as income to the extent that
dividends are distributed from net accumulated earnings of the investee. There were no dividends declared by the
investee during the fifty-two week periods ended March 26, 2017 or March 27, 2016. Each reporting period,
management reviewed the carrying value of this investment based upon the financial information provided by the
investment’s management and considers whether indicators of impairment exist. If an impairment indicator exists,
management evaluates the fair value of its investment to determine if an, other-than-temporary impairment in value
has occurred. We are required to recognize an impairment on the investment if such impairment is considered to be
other-than-temporary. At March 27, 2016, we performed our evaluation of whether indicators of impairment existed,
and determined that an other-than-temporary impairment has occurred and recorded impairment charges of $100 on
this investment during the fifty-two week periods ended March 27, 2016, based on the Company’s expected inability
to recover its remaining investment. As of March 26, 2017 and March 27, 2016, the investment has been fully
impaired and has no carrying value on the accompanying balance sheets.

NOTE H - PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

March 26,
2017

March 27,

2016

Land ............................................................................................................... $
Building and improvements ...........................................................................
Machinery, equipment, furniture and fixtures ................................................
Leasehold improvements ...............................................................................
Construction-in-progress ................................................................................
Total property and equipment ........................................................................
Less: accumulated depreciation and amortization .........................................

1,197 $
2,119
5,749
7,181
120
16,366
7,522

1,197
2,029
5,698
7,124
155
16,203
7,190

Property and equipment, net .......................................................................... $

8,844 $

9,013

F-24

NOTE I – ACCRUED EXPENSES, OTHER CURRENT LIABILITIES AND OTHER LIABILITIES

Accrued expenses and other current liabilities consist of the following:

Payroll and other benefits .............................................................................. $
Accrued rebates ..............................................................................................
Rent and occupancy costs ..............................................................................
Deferred revenue ............................................................................................
Construction costs ..........................................................................................
Interest ...........................................................................................................
Professional fees ............................................................................................
Income taxes ..................................................................................................
Dividend payable ...........................................................................................
Other ..............................................................................................................
Total accrued expenses and other current liabilities ...................................... $

Other liabilities consist of the following:

March 26,
2017

March 27,

2016

2,708 $
1,050
215
723
160
463
109
143
125
169
5,865 $

2,919
940
218
679
183
507
101
82
375
172
6,176

March 26,
2017

March 27,

2016

Deferred development fees ............................................................................ $
Reserve for uncertain tax positions (Note J) ..................................................
Deferred rental liability ..................................................................................
Dividend payable ...........................................................................................
Other ..............................................................................................................
Total other liabilities ...................................................................................... $

67 $
366
786
125
211
1,555 $

129
427
893
250
7
1,706

F-25

NOTE J - INCOME TAXES

The income tax provision consists of the following for the fiscal years ended March 26, 2017, March 27, 2016 and
March 29, 2015:

March 26,
2017

March 27,

March 29,

2016

2015

Federal

Current ............................................................................ $
Deferred ..........................................................................
Total Federal income tax ................................................

State and local

Current ............................................................................
Deferred ..........................................................................
Total State and local income tax .....................................
Total provision for income taxes .................................... $

3,024 $
79
3,103

1,195
21
1,216
4,319 $

3,176 $
(11)
3,165

1,135
(12)
1,123
4,288 $

5,992
60
6,052

1,599
51
1,650
7,702

The total income tax provision for the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015
differs from the amounts computed by applying the United States Federal income tax rate of 34%, 34% and 35%,
respectively to income before income taxes as a result of the following:

March 26,
2017

March 27,

March 29,

2016

2015

Computed “expected” tax expense........................................ $
State and local income taxes, net of Federal income tax

benefit ...............................................................................
Tax-exempt investment earnings ..........................................
Change in uncertain tax positions, net ..................................
Nondeductible meals and entertainment and other ...............
Nondeductible compensation ................................................
Tax benefit share based payments ........................................

Total provision for income taxes ....................................... $

4,013 $

3,531 $

6,792

797
-
(11)
61
118
(659)
4,319 $

826
(9)
(129)
69
-
-
4,288 $

1,112
(63)
(62)
(77)
-
-
7,702

F-26

NOTE J - INCOME TAXES (continued)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred
tax liabilities are presented below:

March 26,
2017

March 27,

2016

Deferred tax assets

Accrued expense ............................................................................................ $
Allowance for doubtful accounts ....................................................................
Deferred revenue ............................................................................................
Deferred stock compensation .........................................................................
Excess of straight line over actual rent ...........................................................
Investment ......................................................................................................
Other ...............................................................................................................

Total gross deferred tax assets ......................................................... $

Deferred tax liabilities ........................................................................................
Deductible prepaid expense ............................................................................
Depreciation expense .....................................................................................
Amortization...................................................................................................
Total gross deferred tax liabilities ....................................................
Net deferred tax (liability) ................................................................ $

361 $
59
347
224
338
187
104
1,620 $

288
1,771
374
2,433
(813) $

236
62
393
271
379
151
119
1,611

263
1,717
344
2,324
(713)

A valuation allowance is provided when it is more likely than not that some portion, or all, of the deferred tax assets
will not be realized. We consider the level of historical taxable income, scheduled reversal of temporary differences,
tax planning strategies and projected future taxable income in determining whether a valuation allowance is
warranted. Based upon these considerations, management believes that it is more likely than not that the Company
will realize the benefit of its gross deferred tax asset.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits, excluding interest and
penalties, for the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015.

March 26,
2017

March 27,

March 29,

2016

2015

Unrecognized tax benefits, beginning of year ....................... $
Decreases of tax positions taken in prior years .....................
Increases based on tax positions taken in current year ..........
Settlements of tax positions taken in prior years ...................
Unrecognized tax benefits, end of year ................................. $

208 $
(31)
41
(51)
167 $

266 $
(98)
43
(3)
208 $

283
(64)
47
-
266

F-27

NOTE J – INCOME TAXES (continued)

The amount of unrecognized tax benefits at March 26, 2017, March 27, 2016 and March 29, 2015 were $167, $208
and $266, respectively, all of which would impact Nathan’s effective tax rate, if recognized. As of March 26, 2017
and March 27, 2016, the Company had $183 and $200, respectively, accrued for the payment of interest and
penalties. For the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015 Nathan’s recognized
interest and penalties in the amounts of $29, $34 and $44, respectively. The Company believes that it is reasonably
possible that decreases in unrecognized tax benefits of up to $5 may be recorded within the next year.

In June 2016, Nathan’s received notification from the Internal Revenue Service that it was seeking to review
Nathan’s federal tax return for the period April 1, 2014 through March 31, 2015. The income tax examination has
been completed with no changes to the original return as filed.

In May 2014, Nathan’s received notification from the Internal Revenue Service that it is seeking to review its tax
return for the year ended March 31, 2013. The income tax examination has been completed with no changes to the
original return as filed.

In June 2015, Nathan’s received notification from the New York State Department of Taxation and Finance that it
will review Nathan’s tax returns for the period April 1, 2011 through March 31, 2014. The income tax
examination has been completed with no changes to the original return as filed.

The earliest tax years’ that are subject to examination by taxing authorities by major jurisdictions are as follows:

Jurisdiction
Federal .............................................................................................................................................
New York State ...............................................................................................................................
New York City ................................................................................................................................
New Jersey ......................................................................................................................................
Pennsylvania ...................................................................................................................................

Fiscal Year
2014
2014
2014
2013
2014

F-28

NOTE K – 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.
Historically, Nathan’s determined it was comprised of one segment using the management approach whereby the
Company’s Chief Operating Decision Maker (“CODM”) responsibility was shared between the CEO and COO and
considered itself to be solely in the foodservice segment. As a result of management changes that culminated during
fiscal 2017 along with the implementation of a new executive incentive program aligning such compensation solely
based on segment results, Nathan’s recognized its reporting structure into three segments to align with the current
year organizational changes. Under our current structure, the Company's Chief Executive Officer has been identified
as the CODM. The CODM 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 costs are not allocated to the segments and are reported within Corporate.
Prior year information has been presented to reflect the changes.

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.

Interest expense, interest income, impairment charge – long-term investment 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.

Corporate assets consist primarily of cash and long-lived assets.

Operating segment information is as follows:

Fifty-Two

Fifty-Two
weeks ended weeks ended weeks ended
March 26, 2017 March 27, 2016 March 29, 2015

Fifty-Two

Revenues
Branded Product Program ................................................... $
Product licensing .................................................................
Restaurant operations ..........................................................
Corporate .............................................................................

Total revenues ................................................... $

Income from operations
Branded Product Program ................................................... $
Product licensing .................................................................
Restaurant operations ..........................................................
Corporate .............................................................................

Income from operations ..................................... $

Interest expense ...................................................................
Interest income ....................................................................
Impairment charge – long-term investment (Note G) .........
Other income, net ................................................................

Income before provision for income taxes ........ $

56,174 $
20,368
20,110
-
96,652 $

10,257 $
20,186
4,101
(8,264)
26,280 $
(14,665)
104
-
85
11,804 $

59,367 $
19,815
21,708
-
100,890 $

8,394 $
19,812
5,253
(8,496)
24,963 $
(14,630)
52
(100)
99
10,384 $

59,646
18,011
21,455
-
99,112

4,497
18,000
5,604
(8,143)
19,958
(816)
176
-
87
19,405

F-29

NOTE K – SEGMENT INFORMATION (continued)

Total assets
Branded Product Program ..................................................... $
Product licensing ...................................................................
Restaurant operations ............................................................
Corporate ..............................................................................

Total assets .......................................................... $

Depreciation & amortization expense
Branded Product Program ..................................................... $
Product licensing ...................................................................
Restaurant operations ............................................................
Corporate ..............................................................................

Total depreciation & amortization expense......... $

7,113 $
2,003
8,740
60,269
78,125 $

316 $
-
762
219
1,297 $

6,827 $
1,832
9,054
53,836
71,549 $

370 $
-
710
175
1,255 $

7,802
1,822
9,284
65,481
84,389

389
-
644
220
1,253

NOTE L – LONG-TERM DEBT

Long-term debt consists of the following:

March 26,
2017

March 27,

2016

10.000% Senior Secured Notes due 2020 ...................................................... $
Less: unamortized debt issuance costs ...........................................................

Long-term debt, net .................................................................................... $

135,000 $
(3,525)
131,475 $

135,000
(4,734)
130,266

On March 10, 2015, the Company completed the issuance of $135,000 of 10.000% Senior Secured Notes due 2020
(“the Notes”) in a Rule 144A transaction. The Notes were issued pursuant to an indenture, dated as of March 10,
2015 (the “Indenture”), by and among the Company, certain of its wholly-owned subsidiaries, as guarantors, and
U.S. Bank National Association, a national banking association, as trustee and collateral trustee. The Company used
the proceeds to pay a special cash dividend of approximately $116,100 (see Note M.1) with the remaining net
proceeds for general corporate purposes, including working capital. Debt issuance costs of approximately $5,985
were incurred which will be amortized into interest expense over the remaining 5-year term of the Notes.

The Notes bear interest at 10.000% per annum, payable semi-annually on March 15th and September 15th with
payments of $6,750 and $6,750 paid on September 15, 2016 and March 15, 2017, respectively. The Notes have no
scheduled principal amortization payments prior to its final maturity on March 10, 2020.

There are no financial maintenance covenants associated with the Notes. As of March 26, 2017, Nathan’s was in
compliance with all covenants associated with the Notes.

F-30

NOTE L – LONG-TERM DEBT (continued)

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 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 Notes may declare the
Notes due and payable by providing notice to the Company. In case of default arising from certain events of
bankruptcy or insolvency, the Notes will become immediately due and payable.

The 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 Notes, and are effectively junior to all
existing and future indebtedness that is secured by assets other than the collateral securing the Notes.

Pursuant to the terms of a collateral trust agreement, the liens securing the Notes and the guarantees will be
contractually subordinated to the liens securing any future credit facility.

F-31

NOTE L – LONG-TERM DEBT (continued)

The Notes and the guarantees will be the Company and the guarantors’ senior secured obligations and will rank:

(cid:404)

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 Notes and the guarantees;

(cid:404) pari passu with all of the Company and the guarantors’ other senior indebtedness;

(cid:404)

effectively junior to any future credit facility to the extent of the value of the collateral securing any future
credit facility and the 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 Notes and the guarantees to the extent of the value of any
such assets; and

(cid:404)

structurally subordinated to the indebtedness of any of the Company’s current and future subsidiaries that
do not guarantee the Notes.

The Company may redeem the Notes in whole or in part prior to September 15, 2017, at a redemption price of 100%
of the principal amount of the Notes plus the Applicable Premium, plus accrued and unpaid interest. An Applicable
Premium is the greater of 1% of the principal amount of the Notes; or the excess of the present value at such
redemption date of (i) the redemption price of the Notes at September 15, 2017 plus (ii) all required interest payments
due on the Notes through September 15, 2017 (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 Notes.

Prior to September 15, 2017, 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 Notes at a redemption price equal to 110% of the
principal amount of the Notes redeemed, plus accrued and unpaid interest and any additional interest.

F-32

NOTE L – LONG-TERM DEBT (continued)

On or after September 15, 2017, the Company may redeem some or all of the Notes at a decreasing premium over
time, plus accrued and unpaid interest as follows:

YEAR
On or after September 15, 2017 and prior to March 15, 2018 ........................................................
On or after March 15, 2018 and prior to March 15, 2019 ...............................................................
On and after March 15, 2019 ..........................................................................................................

PERCENTAGE
105.000%
102.500%
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 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 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 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 Notes may be traded between qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933.
We have recorded the Notes at cost.

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

1. Dividend

On March 10, 2015, the Company’s Board of Directors declared a special cash dividend of $25.00 per share payable
to stockholders of record as of March 20, 2015 of which approximately $115,100 was paid on March 27, 2015 to
the stockholders. The Company also accrued $1,000 for the expected dividends payable on unvested shares pursuant
to the terms of the restricted stock agreements. As unvested restricted stock grants, the declared dividend will be
paid. We have paid $750 of the accrued dividend and estimate that an additional $125 will also be paid during each
of our fiscal years ending March 25, 2018 and March 31, 2019. The ex-date for the distribution was March 30, 2015
pursuant to NASDAQ regulations for dividend distributions that are greater than 25% of the Company’s market
capitalization.

F-33

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

Stock Incentive Plans

On September 14, 2010, the Company’s shareholders approved the Nathan’s Famous, Inc. 2010 Stock Incentive
Plan (the “2010 Plan”), which provides for the issuance of nonqualified stock options, restricted stock, restricted
stock units, stock appreciation rights and other stock-based awards to directors, officers and key employees. The
Company was initially authorized to issue up to 150,000 shares of common stock under the 2010 Plan, together with
any shares which had not been previously issued under the Company’s previous stock option plans as of July 19,
2010 (171,000 shares), plus any shares subject to any outstanding options or restricted stock grants under the
Company’s previous stock option plans that were outstanding as of July 19, 2010 and that subsequently expire
unexercised, or are otherwise forfeited, up to a maximum of an additional 100,000 shares.

On September 13, 2012, the Company amended 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. As of March
26, 2017, there were up to 223,698 shares available to be issued for future option grants or up to 190,218 shares of
restricted stock that may be granted under the 2010 Plan.

In general, options granted under the Company’s stock incentive plans have terms of five or ten years and vest over
periods of between three and five years. The Company has historically issued new shares of common stock for
options that have been exercised and used the Black-Scholes option valuation model to determine the fair value of
options granted at the grant date.

During the fiscal year ended March 29, 2015, the Company granted options to purchase 50,000 shares at an exercise
price of $53.89 per share, all of which expire five years from the date of grant. All such stock options vest ratably
over a four-year period commencing August 6, 2015.

F-34

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

The weighted-average option fair values, as determined using the Black-Scholes option valuation model, and the
assumptions used to estimate these values for stock options granted during the year ended March 29, 2015 were as
follows:

Weighted-average option fair values ............................................................................................. $

11.970

Expected life (years) ......................................................................................................................

4.5

Interest rate ....................................................................................................................................

1.66%

Volatility ........................................................................................................................................

22.77%

Dividend Yield ...............................................................................................................................

The expected dividend yield is based on historical and projected yields for regular dividends. The Company
estimates expected volatility based primarily on historical monthly price changes of the Company’s stock equal to
the expected life of the option. The risk free interest rate is based on the U.S. Treasury yield in effect at the time of
the grant. The expected option term is the number of years the Company estimates the options will be outstanding
prior to exercise based on expected employment termination behavior.

During the fiscal year ended March 30, 2014, the Company granted 25,000 shares of restricted stock at a fair value
of $49.80 per share representing the closing price on the date of grant, which will be fully vested five years from the
date of grant. The restrictions on the shares lapse ratably over a five-year period on the annual anniversary of the
date of grant. The compensation expense related to this restricted stock award is expected to be $1,245 and will be
recognized, commencing on the grant date, over the next five years.

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:

March 26,
2017

March 27,

March 29,

2016

2015

Stock options ........................................................................ $
Restricted stock ....................................................................

150 $
432
582 $

181 $
541
722 $

318
541
859

F-35

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

The tax benefit on stock-based compensation expense was $213, $298 and $350 for the years ended March 26, 2017,
March 27, 2016 and March 29, 2015, respectively. As of March 26, 2017, there was $549 of unamortized
compensation expense related to stock-based incentive awards. The Company expects to recognize this expense
over approximately one year and four months, which represents the weighted average remaining requisite service
periods for such awards.

A summary of the status of the Company’s stock options at March 26, 2017, March 27, 2016 and March 29, 2015
and changes during the fiscal years then ended is presented in the tables below:

2017

Weighted-
Average
Exercise

2016

Weighted-
Average
Exercise

2015

Weighted-
Average
Exercise

Price

Options outstanding –

beginning of year ........

124,030 $

26.29

142,964 $

24.36

279,500 $

15.22

Granted .......................

Expired .......................

50,000 $

53.89

(3,787)

11.72

Exercised ....................

(48,285)

11.72

(15,147)

11.72

(235,125)

14.74

Options outstanding -

end of year..................

75,745 $

35.58

124,030 $

26.29

94,375 $

36.90

Options exercisable -

end of year..................

37,873 $

35.58

67,221 $

18.44

- $

Weighted-average fair
value of options
granted ........................

50,000 $

11.97

During the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015, options to purchase 48,285,
15,147 and 235,125 shares were exercised which aggregated proceeds of $44, $89 and $880, respectively, to the
Company. The aggregate intrinsic values of the stock options exercised during the fiscal years ended March 26,
2017, March 27, 2016 and March 29, 2015 was $1,555, $486 and $13,040, respectively.

The following table summarizes information about outstanding stock options at March 26, 2017:

Weighted-
Average
Exercise
Price

Weighted-
Average

Remaining
Contractual Life

Aggregate
Intrinsic
Value

Options outstanding at March 26, 2017 ......

75,745 $

Options exercisable at March 26, 2017 .......

37,873 $

35.58

2.36 $

1,899

2.36 $

950

Exercise price is $35.576

F-36

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

Replacement stock options:

March 30, 2015, was the ex-dividend date for the Nathan’s dividend distribution that was paid on March 27, 2015.
Pursuant to the mandatory anti-dilution provisions of the option plan, the Company issued replacement options for
the unvested stock options that were outstanding as of March 29, 2015. Nathan’s performed its evaluation based on
the closing price of its common stock on Friday, March 27, 2015 of $73.56 per share, or $48.56 per share excluding
the dividend of $25.00 per share. No other terms or conditions of the outstanding options were modified. The anti-
dilution provisions of the original award granted to the 11 optionees were structured to equalize the award’s fair
value before and after the modification and as a result there was no resulting incremental fair value after the
modification to equalize value.

The following table summarizes information about the replacement stock options outstanding after the conversion,
effective March 30, 2015:

Weighted-
Average
Exercise

Price

Weighted-
Average

Remaining
Contractual Life

Aggregate
Intrinsic
Value

Options outstanding at March 30, 2015 ...

142,964 $

24.36

2.87 $

3,460

Options exercisable at March 30, 2015 ....

- $

Exercise prices range from $11.72 to

$35.576

Restricted stock:

Transactions with respect to restricted stock for the fiscal year ended March 26, 2017 are as follows:

Weighted-
Average
Grant-date
Fair value
Per share

Unvested restricted stock at March 27, 2016 .............................................

25,000 $

41.59

Granted ...................................................................................................

Vested .....................................................................................................

(15,000) $

Unvested restricted stock at March 26, 2017 .............................................

10,000 $

36.13

49.80

The aggregate fair value of restricted stock vested during the fiscal years ended March 26, 2017, March 27, 2016
and March 29, 2015 was $736, $683 and $965, respectively.

F-37

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

Common Stock Purchase Rights

On June 5, 2013, Nathan’s adopted a new stockholder rights plan (the “2013 Rights Plan”) under which all
stockholders of record as of June 17, 2013 received rights to purchase shares of common stock (the “2013 Rights”)
and the previously existing “New Rights Plan” was terminated.

The 2013 Rights were distributed as a dividend. Initially, the 2013 Rights will attach to, and trade with, the
Company’s common stock. Subject to the terms, conditions and limitations of the 2013 Rights Plan, the 2013 Rights
will become exercisable if (among other things) a person or group acquires 15% or more of the Company’s common
stock (“triggering event”). Upon such triggering event and payment of the purchase price of $100.00 (the “2013
Right Purchase Price”), each 2013 Right (except those held by the acquiring person or group) will entitle the holder
to acquire one share of the Company’s common stock (or the economic equivalent thereof) or, if the then-current
market price is less than the then current 2013 Right Purchase Price, a number of shares of the Company’s common
stock which at the time of the transaction has a market value equal to the then current 2013 Right Purchase Price at
a purchase price per share equal to the then current market price of the Company’s Common Stock.

The Company’s Board of Directors may redeem the 2013 Rights prior to the time they are triggered. Upon adoption
of the 2013 Rights Plan, the Company reserved 10,188,600 shares of common stock for issuance upon exercise of
the 2013 Rights. The 2013 Rights will expire on June 17, 2018 unless earlier redeemed or exchanged by the
Company.

At March 26, 2017, the Company has reserved 7,396,439 shares of common stock for issuance upon exercise of the
Common Stock Purchase Rights approved by the Board of Directors on June 5, 2013.

Stock Repurchase Programs

On September 11, 2015, Nathan’s Board of Directors authorized the commencement of a modified Dutch Auction
tender offer to repurchase up to 500,000 shares of its common stock at a price not less than $33.00 nor greater than
$36.00 per share. On November 13, 2015, the Pricing Committee authorized the Company to extend the expiration
date of the modified Dutch Auction tender offer until 5:00PM EST on December 2, 2015 and increase the price
range of the modified Dutch Auction tender offer to a price per share of not less than $41.00 nor greater than $44.00.
Based on the final count by American Stock Transfer and Trust Company, the depositary of the tender, 88,672 shares
of common stock were tendered and not withdrawn at or below the final purchase price of $44.00 per share. The
tender offer was not fully subscribed, and all shares validly tendered and not withdrawn were accepted for purchase.
All of such shares purchased in the tender offer were purchased at the same price of $44.00 per share, for a total cost
of $4,056, including fees and expenses related to the modified Dutch Auction tender offer.

F-38

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

During the period from October 2001 through March 26, 2017, Nathan’s purchased a total of 5,127,373 shares of
common stock at a cost of approximately $77,303 pursuant to the various stock repurchase plans previously
authorized by the Board of Directors. During the fiscal year ended March 26, 2017, the Company repurchased
30,616 shares of common stock at a cost of $1,272.

On November 9, 2009, Nathan’s Board of Directors authorized its sixth stock repurchase plan for the purchase of
up to 500,000 shares of its common stock on behalf of the Company. On February 1, 2011, Nathan’s Board of
Directors increased the authorization to purchase its common stock by an additional 300,000 shares. On February
1, 2016, Nathan’s Board of Directors increased the authorization to purchase its common stock by an additional
200,000 shares. On March 11, 2016, Nathan’s Board of Directors increased the authorization to purchase its common
stock by an additional 200,000 shares increasing the aggregate authorization under the Sixth Securities Repurchase
Program to 1.2 million shares. The Company has repurchased 939,742 shares at a cost of $29,641 under the sixth
stock repurchase plan through March 26, 2017.

On March 11, 2016, the Company and Mutual Securities, Inc. (“MSI”) entered into an agreement (the “Agreement”)
pursuant to which MSI has been authorized on the Company’s behalf to purchase up to 175,000 shares of the
Company’s common stock, $.01 par value, commencing on March 21, 2016. The Agreement was adopted under the
safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, in order
to assist the Company in implementing its stock purchase plans and terminated in August 2016.

On September 9, 2016, the Company and MSI entered into an agreement pursuant to which MSI was authorized on
the Company’s behalf to purchase up to 100,000 shares of the Company’s common stock, commencing September
19, 2016. This Agreement was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the
Securities Exchange Act of 1934, as amended, to assist the Company in implementing its stock purchase plans.

F-39

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

As of March 26, 2017, an aggregate of 260,258 shares can still be purchased under Nathan’s existing stock buy-
back program.

Purchases 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 to be made
under the stock-repurchase plan.

Employment Agreements

Effective January 1, 2007, Howard M. Lorber, previously Chairman of the Board and Chief Executive Officer,
assumed the newly-created position of Executive Chairman of the Board of Nathan’s and Eric Gatoff, previously
Vice President and Corporate Counsel, became Chief Executive Officer of Nathan’s.

In connection with the foregoing, the Company entered into an employment agreement with each of Messrs. Lorber
(as amended, the “Lorber Employment Agreement”) and Gatoff (as amended, the “Gatoff Employment
Agreement”). Under the terms of the Lorber Employment Agreement, Mr. Lorber will serve as Executive Chairman
of the Board from January 1, 2007 until December 31, 2012, unless his employment is terminated in accordance
with the terms of the Lorber Employment Agreement. On November 1, 2012, the Company amended its employment
agreement with Mr. Lorber, extending the term of the employment agreement to December 31, 2017 and increasing
the base compensation of Mr. Lorber to $600 per annum. In addition, Mr. Lorber received a grant of 50,000 shares
of restricted stock subject to vesting as provided in a Restricted Stock Agreement between Mr. Lorber and the
Company. Mr. Lorber will not receive a contractually-required bonus. The Lorber Employment Agreement provides
for a three-year consulting period after the termination of employment during which Mr. Lorber will receive a
consulting fee of $200 per year in exchange for his agreement to provide no less than 15 days of consulting services
per year, provided, Mr. Lorber is not required to provide more than 50 days of consulting services per year.

The Lorber Employment Agreement provides Mr. Lorber with the right to participate in employment benefits
offered to other Nathan’s executives. During and after the contract term, Mr. Lorber is subject to certain
confidentiality, non-solicitation and non-competition provisions in favor of the Company.

F-40

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

In the event that Mr. Lorber’s employment is terminated without cause, he is entitled to receive his salary and bonus
for the remainder of the contract term. The Lorber Employment Agreement further provides that in the event there
is a change in control, as defined in the agreement, Mr. Lorber has the option, exercisable within one year after such
event, to terminate the agreement. Upon such termination, he has the right to receive a lump sum cash payment
equal to the greater of (A) his salary and annual bonuses for the remainder of the employment term (including a
prorated bonus for any partial fiscal year), which bonus shall be equal to the average of the annual bonuses awarded
to him during the three fiscal years preceding the fiscal year of termination; or (B) 2.99 times his salary and annual
bonus for the fiscal year immediately preceding the fiscal year of termination, in each case together with a lump
sum cash payment equal to the difference between the exercise price of any exercisable options having an exercise
price of less than the then current market price of the Company’s common stock and such then current market price.
In addition, Nathan’s will provide Mr. Lorber with a tax gross-up payment to cover any excise tax due.

In the event of termination due to Mr. Lorber’s death or disability, he is entitled to receive an amount equal to his
salary and annual bonuses for a three-year period, which bonus shall be equal to the average of the annual bonuses
awarded to him during the three fiscal years preceding the fiscal year of termination.

Under the terms of the Gatoff Employment Agreement, Mr. Gatoff initially served as Chief Executive Officer from
January 1, 2007 until December 31, 2008, which period automatically extends for additional one-year periods unless
either party delivers notice of non-renewal no less than 180 days prior to the end of the term then in effect.
Consequently, the Gatoff Employment Agreement is expected to be extended through December 31, 2018, based
on the original terms, and no non-renewal notice has been given.

Pursuant to the agreement, Mr. Gatoff will receive a base salary, currently $500 effective June 1, 2016, and an
annual bonus based on his performance measured against the Company’s financial, strategic and operating
objectives as determined by the Compensation Committee pursuant to the terms of the 2017 Management Incentive
Plan approved by shareholders on September 14, 2016. The Gatoff Employment Agreement provides for an
automobile allowance and the right of Mr. Gatoff to participate in employment benefits offered to other Nathan’s
executives. The employment agreement automatically extends for successive one-year periods unless notice of non-
renewal is provided in accordance with the agreement. During and after the contract term, Mr. Gatoff is subject to
certain confidentiality, non-solicitation and non-competition provisions in favor of the Company. On June 4, 2013,
Mr. Gatoff received a grant of 25,000 shares of restricted stock at a fair value of $49.80 per share representing the
closing price on the date of grant, subject to vesting as provided in a Restricted Stock Agreement between Mr. Gatoff
and the Company. The compensation expense related to this restricted stock award is expected to be $1,245 and will
be recognized, commencing of the grant date, over the next five years.

F-41

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

On June 10, 2015, the Company and Wayne Norbitz entered into a Transition Agreement (the “Transition
Agreement”) relating to the retirement of Mr. Norbitz as President and Chief Operating Officer of the Company.
Under the Transition Agreement, Mr. Norbitz continued to serve as President and Chief Operating Officer of the
Company through August 7, 2015 at which time he became a Consultant to the Company pursuant to the terms of a
one year Consulting Agreement between him and the Company (the “Consulting Agreement”). The Consulting
Agreement provides that Mr. Norbitz would receive a consulting fee of $16.3 per month. The Transition Agreement
further provided that Mr. Norbitz would receive a severance payment of $289 and under the terms of the Transition
Agreement, the Company purchased from Mr. Norbitz 56,933 shares of the Company’s common stock, $.01 par
value (the “Common Stock”) at a purchase price of $40.28 which was the closing price of the Common Stock as
reported on the Nasdaq Global Market on June 10, 2015.

Effective August 4, 2016, the Company and Wayne Norbitz executed an Amendment to the Consulting Agreement
(the “Amendment”), whereas the Term of the Agreement was originally extended to expire August 10, 2017 which
has been further extended to expire on December 31, 2017. Pursuant to the terms of the Amendment, Mr. Norbitz
shall provide consulting services one (1) day a week, as directed by the Board of Directors of the Company and/or
Eric Gatoff, Chief Executive Officer of the Company. The Amendment provides that Mr. Norbitz will receive a
consulting fee of $8.1 per month for services rendered.

The Company and one employee of Nathan’s entered into a change of control agreement effective May 31, 2007 for
annual compensation of $136 per year. The agreement additionally includes a provision under which the employee
has the right to terminate the agreement and receive payment equal to approximately three times his annual
compensation upon a change in control, as defined.

Each employment agreement terminates upon death or voluntary termination by the respective employee or may be
terminated by the Company on up to 30-days’ prior written notice by the Company in the event of disability or
“cause,” as defined in each agreement.

Defined Contribution and Union Pension Plans

The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code
covering all nonunion employees over age 21, who have been employed by the Company for at least one year.
Employees may contribute to the plan, on a tax-deferred basis, up to 20% of their total annual salary. Historically,
the Company has matched contributions at a rate of $.25 per dollar contributed by the employee on up to a maximum
of 3% of the employee’s total annual salary. Employer contributions for the fiscal years ended March 26, 2017,
March 27, 2016 and March 29, 2015 were $41, $35 and $30, respectively.

F-42

NOTE M – STOCKHOLDERS’ EQUITY, STOCK PLANS AND OTHER EMPLOYEE BENEFIT PLANS

(continued)

The Company participates in a noncontributory, multi-employer, defined benefit pension plan (the “Union Plan”)
covering substantially all of the Company’s union-represented employees. The risks of participating in the Union
Plan are different from a single-employer plan in the following aspects (a) assets contributed to the Union Plan by
one employer may be used to provide benefits to employees of other participating employers; (b) if a participating
employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining
participating employers; and (c) if the Company chooses to stop participating in the Union Plan, the Company may
be required to pay the Union Plan an amount based on the underfunded status of the Union Plan, referred to as a
withdrawal liability. The Company has no plans or intentions to stop participating in the plan as of March 26, 2017
and does not believe that there is a reasonable possibility that a withdrawal liability will be incurred. Contributions
to the Union Plan were $10, $8 and $10 for the fiscal years ended March 26, 2017, March 27, 2016 and March 29,
2015, respectively.

Other Benefits

The Company provides, on a contributory basis, medical benefits to active employees. The Company does not
provide medical benefits to retirees.

NOTE N - COMMITMENTS AND CONTINGENCIES

Commitments

The Company’s operations are principally conducted in leased premises. The leases generally have initial terms
ranging from 5 to 20 years and usually provide for renewal options ranging from 5 to 20 years. Most of the leases
contain escalation clauses and common area maintenance charges (including taxes and insurance).

Revenue from sub-leasing properties is recognized in income as the revenue is earned and deemed collectible. Sub-
lease rental income is presented net of associated lease costs in the accompanying consolidated statements of
earnings.

F-43

NOTE N - COMMITMENTS AND CONTINGENCIES (continued)

As of March 26, 2017, the Company had non-cancelable operating lease commitments, net of certain sublease
rental income, as follows:

Lease
commitments

Sublease
income

Net lease
commitments

2018 ..................................................................... $
2019 .....................................................................
2020 .....................................................................
2021 .....................................................................
2022 .....................................................................
Thereafter ............................................................

1,645 $
1,654
1,545
1,063
1,065
5,841

327 $
330
332
309
263
865

1,318
1,324
1,213
754
802
4,976

12,813 $

2,426 $

10,387

Aggregate rental expense, net of sublease income, under all current leases amounted to $1,566, $1,628 and $1,617
for the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015, respectively. Sublease rental income
was $272, $270 and $267 for the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015,
respectively.

Contingent rental payments on building leases are typically made based on the percentage of gross sales of the
individual restaurants that exceed predetermined levels. The percentage of gross sales to be paid and related gross
sales level vary by unit. Contingent rental expense, which is inclusive of common area maintenance charges, was
approximately $457, $517 and $489 for the fiscal years ended March 26, 2017, March 27, 2016 and March 29, 2015,
respectively.

At March 26, 2017, the Company leases one site which it in turn subleases to a franchisee, which expires in April
2027 exclusive of renewal options. The Company remains liable for all lease costs when property is subleased to a
franchisee.

2. Legal Proceedings

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.

F-44

NOTE N - COMMITMENTS AND CONTINGENCIES (continued)

3. Guaranty

On December 1, 2009, a wholly-owned subsidiary of the Company executed a Guaranty of Lease (the “Guaranty”)
in connection with its re-franchising of a restaurant located in West Nyack, New York. The Guaranty extended
through the fifth Lease Year, as defined in the lease, and shall not exceed an amount equal to the highest amount of
the annual minimum rent, percentage rent and any additional rent payable pursuant to the lease and reasonable
attorney’s fees and other costs. The Guaranty expired and the Company reversed all previously recorded liabilities
in connection with this guaranty as of March 29, 2015. In connection with the Nathan’s Franchise Agreement,
Nathan’s also received a personal guaranty from the franchisee for all obligations under the Guaranty. Nathan’s has
not been required to make any payments pursuant to the Guaranty.

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
Brooklyn Guaranty could be called upon in the event of a default by the tenant/franchisee. The Brooklyn Guaranty
is limited to 24 months of rent for the first three years of the term. Nathan’s has recorded a liability of $204 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. For the remainder of the
term, Brooklyn Guaranty is limited to 12 months of rent plus reasonable costs of collection and attorney’s
fees.

NOTE O - RELATED PARTY TRANSACTIONS

A firm to which Mr. Lorber is as an investor (and, prior to January 2012, a consultant), and the firm’s affiliates,
received ordinary and customary insurance commissions aggregating approximately $26, $19 and $24 for the fiscal
years ended March 26, 2017, March 27, 2016 and March 29, 2015, respectively.

F-45

NOTE P - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Fiscal Year 2017

Total revenues ................................................................... $
Gross profit (a) ...................................................................
Income from operations .....................................................
Net income ........................................................................

29,416 $
5,804
8,824
3,550

28,013 $
6,402
8,031
2,507

19,937
4,074
4,754
699

19,286
2,906
4,671
729

Per share information
Net income per share

Basic (b) ......................................................................... $
Diluted (b) ...................................................................... $

.85 $
.85 $

.60 $
.60 $

.17
.17

$
$

.17
.17

Shares used in computation of net income per share

Basic (b) .........................................................................
Diluted (b) ......................................................................

4,166,000
4,191,000

4,172,000
4,207,000

4,175,000
4,209,000

4,176,000
4,217,000

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Fiscal Year 2016

30,654 $
4,785
7,616
2,310

30,619 $
6,313
8,426
2,847

20,564 $
3,681
4,435
432

19,053
3,254
4,486
507

Per share information
Net income per share

Basic (b) ......................................................................... $
Diluted (b) ...................................................................... $

.50 $
.50 $

.64 $
.64 $

.10 $
.10 $

.12
.12

Shares used in computation of net income per share

Basic (b) ......................................................................... 4,584,000 4,432,000 4,408,000 4,297,000
Diluted (b) ...................................................................... 4,621,000 4,449,000 4,444,000 4,337,000

(a) Gross profit represents the difference between sales and cost of sales.
(b) The sum of the quarters may not equal the full year per share amounts included in the accompanying consolidated
statements of earnings due to the effect of the weighted average number of shares outstanding during the fiscal
years as compared to the quarters.

NOTE Q - SUBSEQUENT EVENTS

On May 19, 2017, our hot dog manufacturer, John Morrell and Co. announced a voluntary recall of approximately 200,000
pounds of hot dogs, including Nathan’s hot dogs, after a small number of consumers reported seeing visible metal flakes
between the hot dogs and the packaging film. The amount represents a miniscule percentage of the billions of pounds of
products annually produced by John Morrell and Co. John Morrell and Co. has communicated with their customers and
consumers asking anyone that purchased the affected product to discard it and contact John Morrell and Co. for a refund.
John Morrell and Co. notified the United States Department of Agriculture which has designated the recall as a Class II
Recall.

F-46

Nathan’s Famous, Inc. and Subsidiaries

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

March 26, 2017, March 27, 2016 and March 29, 2015

(in thousands)

COL. A

COL. B

COL. C

COL. D

COL. E

Balance at
beginning
of period

Additions
charged to
costs and
expenses

Additions
charged to
other
accounts

Deductions

Balance at
end of
period

Description

Fifty-two weeks ended March 26, 2017

Allowance for doubtful accounts -

accounts receivable .............................. $

471 $

53 $

- $

(67) (b) $

457

Fifty-two weeks ended March 27, 2016

Allowance for doubtful accounts -

accounts receivable ................................ $

443 $

38 $

- $

(10) (b) $

471

Fifty-two weeks ended March 29, 2015

Allowance for doubtful accounts -

accounts receivable ................................ $

433 $

23 $

- $

(13) (b) $

443

(a) Uncollectible marketing fund contributions.
(b) Uncollectible amounts written off.

F-47

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C O R P O R A T E D I R E C T O R Y

Nathan’s Famous, Inc. & Subsidiaries

L I S T O F D I R EC TO R S
Howard M. Lorber
Executive Chairman of the Board,
Nathan’s Famous, Inc.

Eric Gatoff
Chief Executive Officer,
Nathan’s Famous, Inc.

Wayne Norbitz
Former President &
Chief Operating Officer,
Nathan’s Famous, Inc.

Robert J. Eide
Chairman & Chief Executive Officer,
AEGIS Capital Corp.

Barry Leistner
President & Chief Executive Officer,
Koenig Iron Works, Inc.

Brian S. Genson
President, F1Collectors.com

A.F. Petrocelli
Chairman of the Board, President
and Chief Executive Officer,
United Capital Corp.

Charles Raich
Retired Founding Partner,
Raich, Ende, Malter & Co. LLP

L I S T O F O FFI C E R S
Howard M. Lorber
Executive Chairman of the Board

Eric Gatoff
Chief Executive Officer

Ronald G. DeVos
Vice President—Finance,
Chief Financial Officer
and Secretary

Scott Harvey
Executive Vice President

Leigh Platte
Vice President—Food Service

Randy K. Watts
Vice President—Franchise
Operations

Donald P. Schedler
Vice President—Development,
Architecture & Construction

I N D E P E N D E N T R EG I S T E R E D
P U B L I C ACCO U N T I N G FI R M
Grant Thornton LLP
445 Broadhollow Road
Melville, New York 11747

CO R P O R AT E CO U N S E L
Olshan Frome & Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019

T R A N S FE R AG E N T
American Stock Transfer &
Trust Company
59 Maiden Lane
New York, New York 10038

F O R M 10 - K
The Company’s annual report on
Form 10-K as filed with the
Securities and Exchange
Commission, is available without
charge upon written request:

Secretary, Nathan’s Famous, Inc.
One Jericho Plaza
Second Floor—Wing A
Jericho, New York 11753

Q UA R T E R LY S H A R E H O L D E R
L E T T E R
Will be available on our website.
Copies will be provided upon
request.

CO R P O R AT E H E A D Q UA R T E R S
One Jericho Plaza
Second Floor—Wing A
Jericho, New York 11753
516-338-8500 Telephone
516-338-7220 Facsimile

CO M PA N Y W E B S I T E
www.nathansfamous.com

A N N UA L S H A R E H O L D E R S’
M E E T I N G
The Annual Meeting of Shareholders
of the Company will be held at
10:00 a.m., EST on Wednesday,
September 13, 2017, in the
Offices of Nathan’s Famous, Inc.,
One Jericho Plaza, Second Floor—
Wing A, Jericho, New York 11753.

Annual Report Design by Curran & Connors, Inc. / www.curran-connors.com

One Jericho Plaza, Second Floor—Wing A

Jericho, New York 11753