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Recent Developments | 6 Months Ended
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Mar. 31, 2015
Recent Developments [Abstract] |
Recent Developments | Note 2. Recent Developments As previously disclosed in the Company's current report on Form 8-K filed April 28, 2015 Good Times Restaurants Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) to purchase from five sellers all of the membership interests in Bad Daddy's International, LLC, a North Carolina limited liability company (“BDI”). As previously disclosed in the Company's current report on Form 8-K filed May 7, 2015, the Company closed on the purchase of BDI and BDI will become a wholly-owned subsidiary of the Company. BDI owns all of the member interests in four limited liability companies, each of which owns and operates a Bad Daddy's Burger Bar restaurant in North Carolina. In addition, BDI owns a portion of the member interests in three other limited liability companies, each of which also owns a Bad Daddy's Burger Bar restaurant in North Carolina. BDI also owns the intellectual property associated with the Bad Daddy's Burger Bar concept and owns 52 percent of the member interests in Bad Daddy's Franchise Development, LLC (“BDFD”), which has granted franchises for the ownership and operation of Bad Daddy's Burger Bar restaurants in South Carolina and Tennessee. BDI has also granted a license for the operation of a Bad Daddy's Burger Bar at the Charlotte airport. As a result of the purchase of BDI, the Company has acquired all of the foregoing interests and assets. The aggregate price paid by the Company for the purchase of BDI was $21,000,000, comprised of $18,500,000 payable in cash and a one-year secured promissory note bearing interest at 3.25 percent in the amount of $2,500,000. Pursuant to a Pledge Agreement (the “Pledge Agreement”), the promissory note is secured by a pledge of the ownership of the two entities which own two of the acquired restaurants. Upon the reduction of the principal of the promissory note by at least 50% the sellers are to select one of the entities for release from the pledge. We have incurred non-recurring costs of $197,000 related to the BDI acquisition which are included in the condensed consolidated statements of operations for the three and six months ended March 31, 2015. We anticipate incurring additional non-recurring costs related to the acquisition in the quarter ending June 30, 2015. On January 26, 2015, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission ("SEC") which was declared effective by the SEC on March 25, 2105. The registration statement allows the Company to issue common stock from time to time up to an aggregate amount of $75 million. On May 7, 2015, the Company announced the closing of a public offering of 2,783,810 shares of its common stock, which included the full exercise of the underwriters' over-allotment option, at $8.15 per share for net proceeds, after deducting underwriting discounts and commissions and offering expenses, of approximately $20.7 million. On January 29, 2015, the Company filed an Amendment No. 1 to the Initial Registration Statement on Form S-1 which registered for sale 2,094,236 shares of the Company's common stock by certain selling Stockholders as further described in in our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2014. The Amendment No. 1 was filed to update the financial information and other disclosures, among other things, including the Company's audited financial statements for the fiscal year ended September 30, 2014. At March 31, 2015 we classified $1,089,000 of assets as held for sale in the accompanying consolidated balance sheet. The costs are related to a Good Times site in Aurora, Colorado which opened on May 7, 2015. On May 4, 2015 we completed a sale lease-back transaction on the property with net proceeds of $1,521,000. During fiscal 2014, BD of Colo opened two Bad Daddy's restaurants in the Denver metropolitan area and a third opened in early January 2015. We are negotiating additional Bad Daddy's leases for development in 2015 and 2016. In November, 2014 Drive Thru opened a new Good Times restaurant in Highlands Ranch, Colorado and on May 7, 2015 opened a new Good Times restaurant in Centennial, Colorado. During fiscal 2014 and 2015, our liquidity and equity significantly increased from the exercise of approximately 97% of the Series B warrants and approximately 97% of the Series A warrants. As of March 31, 2015 a total of 2,450,100 Series A Warrants, representing 97% of the outstanding Series A Warrants and 100% of the 154,000 Underwriter Warrants, were exercised by the holders. Total proceeds from all warrants exercised, net of expenses related to the exercise of the warrants, were $9,783,000, including $3,221,000 during the six month period ending March 31, 2015. In connection with the exercise of all warrants we issued a total of 3,791,749 shares of our common stock. In October, 2014 the Company mailed a notice of redemption to all holders of the Company's A Warrants. Each A Warrant was exercisable for one share of common stock at $2.75 per share until 5:00 p.m. Colorado Time on Friday, November 14, 2014. Holders of the A Warrants are no longer entitled to exercise their warrants for common stock and have no rights, except to receive the redemption price of $.01 per A Warrant, upon surrender of their Series A Warrants. No other warrants remain outstanding. As reported on form 8-K, on July 30, 2014 Drive Thru entered into a Development Line Loan and Security Agreement with United Capital Business Lending (“Lender”), pursuant to which Lender agreed to loan Drive Thru up to $2,100,000 (the “Loan”) and entered into a Collateral Assignment of Franchise Agreements, Management Agreement and Partnership Interests with Lender. As of March 31, 2015, Drive Thru had borrowed approximately $1,314,000 under the Loan Agreement, of which $1,118,000 was borrowed during the six month period ended March 31, 2015. In addition, on July 30, 2014, the Company entered into a Guaranty Agreement (the “Guaranty Agreement”) with Lender, pursuant to which the Company 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, Drive Thru 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. Drive Thru 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, Drive Thru 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 Drive Thru 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, annual covenants to maintain certain insurance coverage and to maintain a certain debt service coverage ratio, leverage ratio, and quick ratio.

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