XML 31 R7.htm IDEA: XBRL DOCUMENT v2.4.0.8
Recent Developments
9 Months Ended
Jun. 30, 2014
Recent Developments [Abstract]  
Recent Developments

Note 2.

Recent Developments

We have one Bad Daddy's Burger Bar restaurant in Denver, Colorado that opened in February, 2014 and one in Northglenn, Colorado that opened in late July 2014. We are negotiating additional Bad Daddy's leases for development in 2014 and 2015. The $449,000 of preopening costs shown as an operating expense in the accompanying condensed consolidated statements of operations are all related to the initial Bad Daddy's restaurants being developed by BD of Colorado, LLC.

As of June 30, 2014 we had received gross proceeds of $4,734,000 and incurred $175,000 of expenses related to the exercise of 602,900 and 2,460,700 A and B Warrants, respectively, for which we issued a total of 1,833,250 shares of our common stock.

As reported on the Company's current form 8K dated May 7, 2014 Hoak Public Equities, L.P., a Texas limited partnership ("Hoak") and Rest Redux LLC, a Texas limited liability company with which Robert Stetson is affiliated ("ReRe," and collectively with Hoak, the "Investors"), on May 2, 2014 entered into a Purchase Agreement with Small Island Investments Limited, a Bermuda corporation ("SII"), under which SII agreed to sell in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, and the Investors agreed to purchase, 1,000,000 shares of Good Times Restaurants, Inc. common stock, par value $0.001 per share, from SII in equal portions of 500,000 shares each, at a purchase price of $3.05 per share, equal to an aggregate purchase price of $3,050,000 (the "Investment Transaction"). The Investment Transaction had no effect on the Company's financial statements.

In connection with the closing of the Investment Transaction, the Board of Directors of the Company appointed Robert Stetson as a director of the Company effective May 2, 2014.  Mr. Stetson has substantial experience in the multi-unit restaurant industry and is the former Chief Financial Officer and President-Restaurant Division of Burger King Corp. and former Chief Financial Officer of Pizza Hut Inc. Beginning in 1994, Mr. Stetson built one of the largest public REITs focused on restaurant property development, which merged into GE Capital.

Also in connection with the Investment Transaction the Company filed an initial S3 Registration Statement with the Securities and Exchange Commission on July 2, 2014 to register the issued Common Stock for resale. The Company reported that three large shareholders have, with the Company's concurrence, exercised their contractual rights arising from their acquisition of the shares to request that their shares be registered for possible future sale.  The Company is cooperating with those requests and the shareholders have not communicated any specific plan for the sale of the shares following the registration.

As reported on the Company's current form 8K dated August 4, 2014, on July 30, 2014, Good Times Drive Thru Inc. (the "Borrower"), the wholly-owned subsidiary of Good Times Restaurants Inc. ("Good Times"), entered into a Development Line Loan and Security Agreement (the "Loan Agreement") with United Capital Business Lending ("Lender"), pursuant to which Lender agreed to loan Borrower up to $2,100,000 (the "Loan") and entered into a Collateral Assignment of Franchise Agreements, Management Agreement and Partnership Interests (the "Collateral Assignment") with Lender. As of July 30, 2014, Borrower has borrowed approximately $196,000 under the Loan Agreement.  In addition, on July 30, 2014, Good Times entered into a Guaranty Agreement ("the Guaranty Agreement") with Lender, pursuant to which Good Times guaranteed the repayment of the Loan.  The Loan Agreement, Collateral Assignment, Notes (as defined below) and Guaranty Agreement are referred to herein as the "Loan Documents."

Under the terms of the Loan Agreement, Borrower may use up to $750,000 of the Loan to purchase a Point of Sale System and up to $1,350,000 of the Loan for the development of three new Good Times restaurants.   Borrower may request disbursements under the Loan Agreement for development costs of Good Times restaurants on or before July 1, 2015.  In connection with each disbursement under the Loan Agreement, Borrower shall execute a Promissory Note (the "Notes") in the full amount of each disbursement request.  The Notes incur interest at a rate of 6.69% per annum, are repayable in monthly installments of principal and interest over 84 months, and contain other customary terms and conditions.  The Notes are subject to certain prepayment fees ranging between 1% and 3% of the unpaid balance at such time if Borrower repays a Note in certain circumstances prior to the thirty seventh monthly installment under such Note.  

The Loan Agreement and Notes contain customary representations, warranties and affirmative and negative covenants, including without limitation, covenants to maintain certain insurance coverage and to maintain a certain debt service coverage ratio, leverage ratio, and quick ratio.