The Company has the authority to issue 5,000,000 shares of preferred stock. The Board of Directors has the authority to issue such preferred shares in series and determine the rights and preferences of the shares as may be determined by the Board of Directors.

The Company has the authority to issue 50,000,000 shares of common stock with a par value of $.001. As of September 28, 2021 and September 29, 2020 there were 12,512,072 and 12,612,852 shares outstanding, respectively.

The Company has traditionally maintained incentive compensation plans that include provision for the issuance of equity-based awards. The Company established the 2008 Omnibus Equity Incentive Compensation Plan in 2008 (the “2008 Plan”) and has outstanding awards that were issued under the 2008 Plan. Subsequently, the 2008 Plan expired in 2018 and the Company established a new plan, the 2018 Omnibus Equity Incentive Plan (the “2018 Plan”) during the third fiscal quarter of 2018, pursuant to shareholder approval. Future awards will be issued under the 2018 plan.

Stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting period of the grant). The Company recognizes the impact of forfeitures as forfeitures occur.

The Company recorded $362,000 and $283,000 in total stock option and restricted stock compensation expense during fiscal years 2021 and 2020, respectively, that was classified as general and administrative costs.

The Company measures the compensation cost associated with stock option awards by estimating the fair value of the award as of the grant date using the Black-Scholes pricing model. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options and stock awards granted during fiscal 2020 and fiscal 2019. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive equity awards.

During the fiscal year ended September 28, 2021, the Company granted 90,000 incentive stock options to its Chief Executive Officer, from available shares under its 2018 Plan, with an exercise price of $2.33 per share and a per share weighted average fair value of $1.22. These options were granted pursuant to the Chief Executive Officer’s Second Amended and Restated Employment Agreement dated December 24, 2020. These options became fully vested on April 6, 2021 pursuant to the terms of the employment agreement and related stock option grant agreement.

During the fiscal year ended September 29, 2020, there were no incentive stock options granted.

In addition to the exercise and grant date prices of the stock option awards, certain weighted average assumptions that were used to estimate the fair value of stock option grants are listed in the following table:

We estimate expected volatility based on historical weekly price changes of our common stock for a period equal to the current expected term of the options. The risk-free interest rate is based on the United States treasury yields in effect at the time of grant corresponding with the expected term of the options. The expected option term is the number of years we estimate that options will be outstanding prior to exercise considering vesting schedules and our historical exercise patterns.

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The following table summarizes stock option activity for fiscal year 2021 under all plans:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)
Outstanding at beginning of year		630,268		$	3.56
Options granted		90,000		$	2.33
Options exercised		(187,291	)	$	2.42
Forfeited		(68,533	)	$	5.22
Expired		(20,629	)	$	1.56
Outstanding Sept 28, 2021		443,815		$	3.63	5.7
Exercisable Sept 28, 2021		352,261		$	3.49	5.5

As of September 28, 2021, the aggregate intrinsic value of the outstanding and exercisable options was $723,000 and $634,000, respectively. Only options whose exercise price is below the current market price of the underlying stock are included in the intrinsic value calculation.

As of September 28, 2021, the total remaining unrecognized compensation cost related to non-vested stock options was $98,000 and is expected to be recognized over a weighted average period of approximately 1.9 years.

There were 187,291 stock options exercised during the fiscal year ended September 28, 2021 with proceeds of approximately $440,000. There were 15,646 stock options exercised that resulted in an issuance of 2,413 shares during the fiscal year ended September 29, 2020 with no proceeds in conjunction with the termination of the Company’s CEO pursuant to a severance and separation agreement.

Common Stock and Performance Share Grants

During the fiscal year ended September 28, 2021, the Company granted its Directors 12,948 shares of common stock and its Chief Executive Officer 10,000 performance shares from available shares under its 2018 Plan. The shares were issued with a grant date fair market value of $2.78 and $2.77, respectively, which is equal to the closing price of the stock on the date of grants. The performance shares granted to the Chief Executive Officer became fully vested on April 6, 2021 pursuant to the vesting provisions set forth in the grant notice.

No common stock or performance shares were granted during the fiscal year ended September 29, 2020.

Restricted Stock Units

No restricted stock units were granted during the fiscal year ended September 28, 2021.

During the fiscal year ended September 29, 2020 the Company granted a total of 60,336 restricted stock units from available shares under its 2018 Plan. 46,336 shares were issued with a grant date fair market value of $1.54 which is equal to the closing price of the stock on the date of the grant, these restricted stock units vest three years following the grant date. 14,000 shares were issued with a grant date fair market value of $1.67 which is equal to the closing price of the stock on the date of the grant, these restricted stock units vested on their grant date.

A summary of the status of non-vested restricted stock units as of September 28, 2021 is presented below.

	Shares			Grant Date Fair Value Per Share
Non-vested shares at beginning of year		92,604		$1.54 to $3.95
Vested		(26,894	)	$2.52 to $3.95
Forfeited		(3,758	)	$2.30 to $2.68
Non-vested shares at September 28, 2021		61,952		$1.54 to $3.95

As of September 28, 2021, there was $36,000 of total unrecognized compensation cost related to non-vested restricted stock units. This cost is expected to be recognized over a weighted average period of approximately 0.95 years.

Tender Offer

On August 13, 2021, the Company commenced a tender offer to purchase up to 1,413,000 shares of its common stock at a price per share of $4.60. On September 10, 2021, at 11:59pm, the offer expired, and the Company subsequently accepted for payment, at a purchase price of $4.60 per share, a total of 333,241 shares properly tendered and not properly withdrawn before the expiration date, at an aggregate cost of approximately $1,532,908, excluding fees and expenses relating to the tender offer.

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Non-controlling Interests

Non-controlling interests are presented as a separate item in the shareholders’ equity section of the consolidated balance sheets. The amount of consolidated net income or loss attributable to non-controlling interests is presented on the face of the consolidated statements of operations. Changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions, while changes in ownership interest that do result in deconsolidation of a subsidiary require gain or loss recognition based on the fair value on the deconsolidation date.

The equity interests of the unrelated limited partners and members are shown on the accompanying consolidated balance sheets in the shareholders’ equity section as a non-controlling interest and is adjusted each period to reflect the limited partners’ and members’ share of the net income or loss as well as any cash contributions or distributions to or from the limited partners and members for the period. The limited partners’ and members’ share of the net income or loss in the subsidiary is shown as non-controlling interest income or expense in the accompanying consolidated statements of operations. All inter-company accounts and transactions are eliminated.

The following table summarizes the activity in non-controlling interests during the year ended September 28, 2021 (in thousands):

	Bad Daddy’s			Good Times			Total
Balance at September 29, 2020	$	1,023		$	270		$	1,293
Income attributable to non-controlling interests	$	822		$	791		$	1,613
Contributions from unrelated limited partners	$	20		$	-		$	20
Distributions to unrelated limited partners*	$	(952	)	$	(850	)	$	(1,802	)
Balance at September 28, 2021	$	913		$	211		$	1,124

* Includes $169,000 of distributions reflected on our consolidated balance sheet in other accrued liabilities at September 28, 2021.

Our non-controlling interests consist of one joint venture partnership involving Good Times restaurants and five joint venture partnerships involving five Bad Daddy’s restaurants.