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Recent Developments
9 Months Ended
Jun. 30, 2011
Recent Developments
Note 2.           Recent Developments
 
We entered into a purchase and sale agreement for the sale of two company-owned restaurants in Colorado Springs, Colorado that was effective February 1, 2011. The sale of one restaurant occurred in February, 2011 and the sale of the second restaurant occurred on May 31, 2011. The net proceeds from the sale of the first restaurant in February were $99,000 and resulted in a gain on the sale of $71,000. The net proceeds for the sale of the second restaurant were $169,000 with a gain on the sale of $63,000.
 
As previously disclosed in the Company's current report on Form 8-K filed December 17, 2010, we entered into a new Credit and Loan Agreement with Wells Fargo Bank that modified the loan covenants and provided additional collateral to Wells Fargo for the remaining loan balance of $586,230. In addition we will be using $52,500 of the proceeds from the sale of the two company-owned restaurants in Colorado Springs, Colorado to further reduce the note payable over the next seven months and thereby reducing certain collateral under the modified Credit and Loan Agreement.
 
On December 31, 2010, following approval by the Company's stockholders at a special meeting on December 31, 2010, the Company effected a one-for-three reverse stock split of its issued and outstanding Common Stock. All references to numbers of shares and share prices in the following paragraphs and throughout Items 1 and 2 are stated at post-reverse split amounts.
 
As previously disclosed in the Company's current report on Form 8-K filed on November 3, 2010, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement"), dated October 29, 2010, with Small Island Investments Limited, a Bermuda corporation ("SII"), under which the Company agreed to sell, and SII agreed to purchase, 1,400,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $1.50 per share, or an aggregate of $2,100,000 (the "SII Investment Transaction").  The Purchase Agreement was amended on December 13, 2010 to clarify the scope of SII's director designation rights following the Closing.
 
On December 13, 2010, following approval of the SII Investment Transaction and related matters by the Company's stockholders at a special meeting called for such purposes (the "Special Meeting"), the Company and SII completed the issuance and sale of the Shares to SII.  On December 13, 2010, the Company and SII also entered into a Registration Rights Agreement, pursuant to which the Company granted SII certain registration rights with respect to resale of the Shares.
 
The completion of the SII Investment Transaction resulted in a change of control of the Company, with SII becoming the beneficial owner of approximately 51.4 percent of the Company's outstanding Common Stock.  In addition, pursuant to the Purchase Agreement, SII designated four new members of the Company's Board of Directors to replace Richard J. Stark, Alan A. Teran, Ron Goodson and David Grissen, all of whom resigned as directors effective upon the closing of the SII Investment Transaction.
 
On February 1, 2010, the Company and GTDT entered into a loan agreement with W Capital, Inc. ("W Capital"), John T. McDonald ("McDonald") and Golden Bridge, LLC ("Golden Bridge"), pursuant to which the lenders made loans totaling $400,000 to be used for restaurant marketing and other working capital uses of GTDT.  The loan agreement was subsequently amended as of April 1, 2010 to remove Golden Bridge as a lender, replacing it with additional loans from W Capital and McDonald.  The aggregate principal amount owing to W Capital and McDonald was paid out of the proceeds of the SII Investment Transaction.  In addition, the accrued interest on such loans through December 13, 2010 of $39,715 was converted into an aggregate of 26,477 shares of our Common Stock.
 
In connection with the loans, the Company issued warrants to W Capital and McDonald which entitle them at any time prior to December 13, 2013 to purchase up to an aggregate of 33,334 shares of our Common Stock at an exercise price of 25% less than the average price of our Common Stock during the 20 days prior to exercise, but at not less than $2.25 per share nor more than $3.24 per share.  These warrants remain outstanding and exercisable in accordance with their terms.
 
Proceeds of the SII transaction were also used to repay the outstanding principal amount of $185,000 due to Golden Bridge on a loan Golden Bridge made to the Company in 2009, to reduce our accounts payable and accrued liabilities, to pay the expenses related to the SII Investment Transaction, and to increase our working capital.  The SII Investment Transaction also allowed us to renegotiate the terms and covenants of our loan with Wells Fargo Bank, N.A. ("Wells Fargo") and to regain compliance with certain financial loan covenants that had been in default.  We had never been in any payment default under the loan and Wells Fargo agreed to accept additional equipment collateral in exchange for modifying the covenants of the loan without affecting our interest rate or repayment term.   As a condition to the closing of the SII Investment Transaction, we entered into a new Credit Agreement and Promissory Note with Wells Fargo effective as of December 13, 2010.  The prior loan covenant defaults had caused us to show the entire balance of the loan as a short term liability; however, as of June 30, 2011, it is primarily classified as a long term note payable under its terms.
 
SII's affiliates have ownership interests in other full service restaurant chains that generate approximately $75 million in annual revenues.   The SII Investment Transaction may position the Company to pursue a larger platform in the restaurant business through acquisitions, new investment and improved economies of scale.  However, there can be no assurance that any acquisitions or additional investment will occur.
 
The shorter term objective for the Good Times brand will be to focus on maximizing its profitability and development in our core market of Colorado.  In fiscal 2010, we closed two Company-operated restaurants and a franchisee closed one restaurant.  We continue to evaluate the near term realizable asset value of each restaurant compared to its longer term cash flow value and we may choose to sell, sublease or close additional lower performing restaurants in fiscal 2011as we position the company for growth in new store development.  We will require additional capital sources to develop additional company owned restaurants.