NATHANS FAMOUS, INC. (NATH) SEC Filings & Earnings Calls

Merger litigation risk: shareholder lawsuits seek to enjoin or rescind merger, with potential for damages and legal costs.

“Two lawsuits filed in NY Supreme Court; fifteen demand letters received; Section 220 demands for books and records.”

Beef cost inflation pressuring margins

“22% increase in the cost of beef and beef trimmings” · word for word

Merger completion risk with CFIUS and shareholder approval

“securing approval from the holders of a majority of Nathan’s outstanding stock, obtaining clearance from the Committee on Foreign Investment in the United States (CFIUS)” · word for word

Beef cost inflation

“Our average cost of hot dogs during the fiscal 2027 period was approximately 22% higher than during the fiscal 2026 period.” · word for word

Merger completion risk

“Completion of the transaction remains contingent upon meeting several conditions specified in the Merger Agreement which include securing approval from the holders of a majority of Nathan’s outstanding stock, obtaining clearance from the Committee on Foreign Investment in the United States (CFIUS), and fulfilling other closing requirements.” · word for word

Dividend suspension post-merger

“After the payment of the June 2026 Regular Cash Dividend, the Company is no longer permitted to declare and pay any further dividends under the Merger Agreement.” · word for word

Labor cost pressure

“We have experienced competitive pressure on labor rates as a result of the increase in the minimum hourly wage for fast food workers where our Company-owned restaurants are located.” · word for word

No purchase commitments for beef

“At June 28, 2026 and June 29, 2025, Nathan’s did not have any open purchase commitments for hot dogs.” · word for word

Beef cost inflation significantly pressured margins; 19% increase in beef and beef trimmings cost.

“Income from operations decreased... due primarily to a 19% increase in the cost of beef and beef trimmings.”

Weather impact on restaurant sales at Coney Island locations.

“Restaurant sales were primarily impacted by lower foot traffic attributable to unfavorable weather conditions, particularly at our Coney Island locations during the key summer season.” · word for word

Merger with Smithfield Foods pending CFIUS clearance; timeline extended to H2 2026.

“Completion of the transaction remains contingent upon... obtaining clearance from the Committee on Foreign Investment in the United States (CFIUS)... we now expect the transaction to close in the second half of 2026.” · word for word

Commodity price inflation

“Inflationary pressures negatively impacted our consolidated results of operations during fiscal 2026, most notably within our Branded Product Program segment, due primarily to commodity prices on beef and beef trimmings.” · word for word

Merger closing delay

“Completion of the transaction remains contingent upon meeting several conditions specified in the Merger Agreement. ... we now expect the transaction to close in the second half of 2026.” · word for word

Beef cost inflation and margin compression

“A shrinking supply of cattle due to drought conditions and high input costs, combined with strong industry demand and inflationary pressures have resulted in higher commodity prices, including beef and beef trimmings, contributing to the increase in the average cost per pound of our hot dogs.” · word for word

Volume decline due to price increases

“The increase is due to a 15% increase in net selling price which was offset, in part, by a 7% decrease in retail volume. The price increases year over year led to a reduction in promotional activities contributing to the decline in volume.” · word for word

Merger-related execution risk

“The increase in general and administrative expenses was primarily attributable to higher professional fees of $852,000 related to our pending acquisition with Buyer pursuant to the Merger Agreement.” · word for word

Labor cost increases from minimum wage legislation

“Labor and related expenses as a percentage of Company-owned restaurant sales were 46% up from 42% in the comparable period of the prior year primarily as a result of legislative increases in the New York State minimum wage which became effective January 1, 2025.” · word for word

Beef cost inflation severely compressing margins; branded product program operating income halved despite 14% revenue growth

“Income from operations decreased by $2,955,000 to $2,451,000 due primarily to a 19% increase in the cost of beef and beef trimmings”

Franchise closures outpacing openings (23 closed vs 18 opened) indicating potential brand weakness in franchise network

“Eighteen franchised locations opened during the fiscal 2026 period. Twenty-three franchised locations closed during the fiscal 2026 period.” · word for word

Merger execution risk; regulatory approvals pending including HSR and CFIUS

“Closing subject to obtaining approval by holders of a majority of outstanding common stock, expiration or termination of HSR waiting period, CFIUS approval, and other customary closing conditions”

Beef cost inflation and margin pressure

“A shrinking supply of cattle due to drought conditions and high input costs, combined with strong industry demand and inflationary pressures have resulted in higher commodity prices, including beef and beef trimmings, contributing to the increase in the average cost per pound of our hot dogs.” · word for word

Retail volume decline due to price increases

“The decrease is due to an 18% decrease in retail volume which was offset, in part, by a 19% increase in net selling price. The price increases year over year led to a reduction in promotional activities contributing to the decline in volume.” · word for word

Dependence on Smithfield Foods agreement

“our dependence on Smithfield Foods, Inc. as our principal supplier and the dependence of our licensing revenue and overall profitability on our agreement with Smithfield Foods, Inc.” · word for word

Labor cost inflation from minimum wage increases

“Labor and related expenses as a percentage of Company-owned restaurant sales were 28.0%, up from 27.4% primarily as a result of legislative increases in the New York State minimum wage which became effective January 1, 2025.” · word for word

Beef cost inflation (16% increase) is compressing margins significantly; operating income in Branded Product Program down 63% in H1.

“Income from operations decreased by $2,003,000 to $1,194,000 during the fiscal 2026 period as compared to $3,197,000 for the twenty-six weeks ended September 29, 2024, due primarily to a 16% increase in the cost of beef and beef trimmings.” · word for word