UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 26, 2018
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-18590
| UNITED STATES | |||||||||
| SECURITIES AND EXCHANGE COMMISSION | |||||||||
| WASHINGTON, D.C. 20549 | |||||||||
| |||||||||
| (Mark One) | |||||||||
| xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||
| For the quarterly period ended June 25, 2019 | |||||||||
| OR | |||||||||
| oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||
| Commission File Number: 000-18590 | |||||||||
| | |||||||||
| (Exact Name of Registrant as Specified in Its Charter) | |||||||||
| NEVADA | 84-1133368 | |||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||||||
141 UNION BLVD, SUITE 400, LAKEWOOD, CO 80228
(Address of Principal Executive Offices, Including Zip Code)
(303) 384-1400
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| 141 UNION BLVD, SUITE 400, LAKEWOOD, CO 80228 | ||||||||
| (Address of Principal Executive Offices, Including Zip Code) | ||||||||
| (303) 384-1400 | ||||||||
| (Registrant's Telephone Number, Including Area Code) | ||||||||
| Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||||
| Yes | No | |||||||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | ||||||||
| Yes | No | |||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | |||||||
| Non-accelerated filer | Smaller reporting company | |||||||
| Emerging growth company | ||||||||
| If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o | ||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||||
| Yes o | No x | |||||||
As of August 9, 2019, there were 12,541,082 shares of the Registrant's common stock, par value $0.001 per share, issued and outstanding. | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | GTIM | Nasdaq Stock Exchange |
If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 10, 2018, there were 12,471,765 shares of the Registrant's common stock, par value $0.001 per share, issued and outstanding.
Form 10-Q
Quarter Ended June 26, 201825, 2019
| 2 |
PART I. - FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
Good Times Restaurants Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share data)
| Jun 26, 2018 | Sep 26, 2017 | June 25, 2019 | September 25, 2018 | |||||||||||||
| ASSETS | ||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||
| Cash and cash equivalents | $ | 3,186 | $ | 4,337 | $ | 2,619 | $ | 3,477 | ||||||||
| Receivables, net of allowance for doubtful accounts of $0 | 702 | 573 | 353 | 1,735 | ||||||||||||
| Prepaid expenses and other | 312 | 296 | 451 | 151 | ||||||||||||
| Inventories | 906 | 847 | 1,124 | 1,004 | ||||||||||||
| Notes receivable | 14 | 13 | 13 | 14 | ||||||||||||
| Total current assets | 5,120 | 6,066 | 4,560 | 6,381 | ||||||||||||
| PROPERTY AND EQUIPMENT: | ||||||||||||||||
| Land and building | 5,002 | 5,001 | 4,787 | 5,002 | ||||||||||||
| Leasehold improvements | 25,852 | 21,159 | 30,740 | 27,844 | ||||||||||||
| Fixtures and equipment | 23,732 | 20,945 | 26,316 | 24,948 | ||||||||||||
| Total property and equipment | 54,586 | 47,105 | 61,843 | 57,794 | ||||||||||||
| Less accumulated depreciation and amortization | (21,473 | ) | (18,636 | ) | (25,177 | ) | (22,549 | ) | ||||||||
| Total net property and equipment | 33,113 | 28,469 | 36,666 | 35,245 | ||||||||||||
| Assets held for sale | 0 | 1,221 | ||||||||||||||
| OTHER ASSETS: | ||||||||||||||||
| Notes receivable, net of current portion | 35 | 46 | 16 | 32 | ||||||||||||
| Deposits and other assets | 233 | 240 | 204 | 207 | ||||||||||||
| Trademarks | 3,900 | 3,900 | 3,900 | 3,900 | ||||||||||||
| Other intangibles, net | 41 | 61 | 60 | 35 | ||||||||||||
| Goodwill | 15,150 | 15,150 | 15,150 | 15,150 | ||||||||||||
| Total other assets | 19,359 | 19,397 | 19,330 | 19,324 | ||||||||||||
| TOTAL ASSETS: | $ | 57,592 | $ | 55,153 | $ | 60,556 | $ | 60,950 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||
| Current maturities of long-term debt and capital lease obligations | $ | 17 | $ | 17 | $ | - | $ | 17 | ||||||||
| Accounts payable | 4,447 | 3,311 | 4,253 | 3,774 | ||||||||||||
| Deferred income | 97 | 41 | 72 | 92 | ||||||||||||
| Other accrued liabilities | 3,383 | 3,547 | 3,476 | 4,452 | ||||||||||||
| Total current liabilities | 7,944 | 6,916 | 7,801 | 8,335 | ||||||||||||
| LONG-TERM LIABILITIES: | ||||||||||||||||
| Maturities of long-term debt and capital lease obligations due after one year | $ | 5,126 | $ | 5,339 | 11,150 | 7,472 | ||||||||||
| Deferred and other liabilities | 7,204 | 5,614 | 8,290 | 7,922 | ||||||||||||
| Total long-term liabilities | 12,330 | 10,953 | 19,440 | 15,394 | ||||||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||||||||||
| Good Times Restaurants Inc. stockholders’ equity: | ||||||||||||||||
| Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding as of 06/26/18 and 09/26/17 | 0 | 0 | ||||||||||||||
| Common stock, $.001 par value; 50,000,000 shares authorized, 12,468,326 and 12,427,280 shares issued and outstanding as of 06/26/18 and 09/26/17, respectively | 12 | 12 | ||||||||||||||
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding as of 06/25/19 and 09/25/18 | - | - | ||||||||||||||
Common stock, $.001 par value; 50,000,000 shares authorized, 12,522,778 and 12,481,162 shares issued and outstanding as of 06/25/19 and 09/25/18, respectively | 13 | 12 | ||||||||||||||
| Capital contributed in excess of par value | 59,242 | 58,939 | 57,548 | 59,385 | ||||||||||||
| Accumulated deficit | (25,090 | ) | (24,380 | ) | (26,375 | ) | (25,414 | ) | ||||||||
| Total Good Times Restaurants Inc. stockholders' equity | 34,164 | 34,571 | 31,186 | 33,983 | ||||||||||||
| Non-controlling interests | 3,154 | 2,713 | 2,129 | 3,238 | ||||||||||||
| Total stockholders’ equity | 37,318 | 37,284 | 33,315 | 37,221 | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 57,592 | $ | 55,153 | $ | 60,556 | $ | 60,950 | ||||||||
See accompanying notes to condensed consolidated financial statements (unaudited)
| 3 |
Good Times Restaurants Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands except share and per share data)
| Quarter Ended | Year to Date | Quarter Ended | Year-to-Date | |||||||||||||||||||||||||||||
| Jun 26, 2018 | Jun 27, 2017 | Jun 26, 2018 | Jun 27, 2017 | June 25, 2019 | June 26, 2018 | June 25, 2019 | June 26, 2018 | |||||||||||||||||||||||||
| NET REVENUES: | ||||||||||||||||||||||||||||||||
| Restaurant sales | $ | 25,990 | $ | 21,518 | $ | 71,929 | $ | 55,981 | $ | 29,180 | $ | 25,990 | $ | 81,281 | $ | 71,929 | ||||||||||||||||
| Franchise royalties | 185 | 184 | 515 | 515 | ||||||||||||||||||||||||||||
| Franchise revenues | 277 | 273 | 718 | 778 | ||||||||||||||||||||||||||||
| Total net revenues | 26,175 | 21,702 | 72,444 | 56,496 | 29,457 | 26,263 | 81,999 | 72,707 | ||||||||||||||||||||||||
| RESTAURANT OPERATING COSTS: | ||||||||||||||||||||||||||||||||
| Food and packaging costs | 7,833 | 6,822 | 22,154 | 17,591 | 8,529 | 7,833 | 23,955 | 22,154 | ||||||||||||||||||||||||
| Payroll and other employee benefit costs | 9,155 | 7,546 | 26,076 | 20,216 | 10,677 | 9,155 | 30,458 | 26,076 | ||||||||||||||||||||||||
| Restaurant occupancy costs | 1,850 | 1,484 | 5,278 | 4,207 | 2,091 | 1,850 | 6,221 | 5,278 | ||||||||||||||||||||||||
| Other restaurant operating costs | 2,373 | 1,896 | 6,626 | 5,003 | 2,989 | 2,373 | 8,401 | 6,626 | ||||||||||||||||||||||||
| Preopening costs | 610 | 819 | 1,683 | 1,737 | 129 | 610 | 949 | 1,683 | ||||||||||||||||||||||||
| Depreciation and amortization | 937 | 753 | 2,665 | 2,086 | 1,104 | 937 | 3,227 | 2,665 | ||||||||||||||||||||||||
| Total restaurant operating costs | 22,758 | 19,320 | 64,482 | 50,840 | 25,519 | 22,758 | 73,211 | 64,482 | ||||||||||||||||||||||||
| General and administrative costs | 2,069 | 1,831 | 5,884 | 5,222 | 2,144 | 2,069 | 6,398 | 5,884 | ||||||||||||||||||||||||
| Advertising costs | 565 | 514 | 1,587 | 1,357 | 666 | 653 | 1,841 | 1,850 | ||||||||||||||||||||||||
| Franchise costs | 11 | 28 | 32 | 80 | 8 | 11 | 31 | 32 | ||||||||||||||||||||||||
| Asset impairment costs | 0 | 0 | 72 | 0 | - | - | - | 72 | ||||||||||||||||||||||||
| Gain on restaurant asset sale | (9 | ) | (6 | ) | (26 | ) | (17 | ) | ||||||||||||||||||||||||
| Loss (gain) on restaurant asset sale | 44 | (9 | ) | 5 | (26 | ) | ||||||||||||||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | 781 | 15 | 413 | (986 | ) | |||||||||||||||||||||||||||
| INCOME (LOSS) FROM OPERATIONS: | 1,076 | 781 | 513 | 413 | ||||||||||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||||||||||
| Other Expenses: | ||||||||||||||||||||||||||||||||
| Interest expense, net | (96 | ) | (49 | ) | (270 | ) | (105 | ) | (202 | ) | (96 | ) | (561 | ) | (270 | ) | ||||||||||||||||
| Other income (loss) | 0 | (1 | ) | 0 | (1 | ) | ||||||||||||||||||||||||||
| Other expense | (1 | ) | - | (1 | ) | - | ||||||||||||||||||||||||||
| Total other expenses, net | (96 | ) | (50 | ) | (270 | ) | (106 | ) | (203 | ) | (96 | ) | (562 | ) | (270 | ) | ||||||||||||||||
| NET INCOME (LOSS) | $ | 685 | $ | (35 | ) | $ | 143 | $ | (1,092 | ) | ||||||||||||||||||||||
| NET INCOME (LOSS): | $ | 873 | $ | 685 | $ | (49 | ) | $ | 143 | |||||||||||||||||||||||
| Income attributable to non-controlling interests | (381 | ) | (212 | ) | (853 | ) | (499 | ) | (333 | ) | (381 | ) | (912 | ) | (853 | ) | ||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | 304 | $ | (247 | ) | $ | (710 | ) | $ | (1,591 | ) | $ | 540 | $ | 304 | $ | (961 | ) | $ | (710 | ) | |||||||||||
| BASIC AND DILUTED INCOME (LOSS) PER SHARE: | ||||||||||||||||||||||||||||||||
| BASIC AND DILUTED LOSS PER SHARE: | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Common Shareholders | $ | .02 | $ | (.02 | ) | $ | (.06 | ) | $ | (.13 | ) | $ | .04 | $ | .02 | $ | (.08 | ) | $ | (.06 | ) | |||||||||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||||||||||||||||||||||||||||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||||||||||||||||||||||||
| Basic | 12,468,326 | 12,301,007 | 12,460,467 | 12,296,793 | 12,522,778 | 12,468,326 | 12,516,822 | 12,460,467 | ||||||||||||||||||||||||
| Diluted | 12,665,172 | N/A | N/A | N/A | 12,723,323 | 12,665,172 | 12,516,822 | 12,460,467 | ||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited)
| 4 |
Good Times Restaurants Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity (Unaudited)
Year-to-Date June 25, 2019
(In thousands, except share and per share data)
| Preferred Stock | Common Stock | |||||||||||||||||||||||||||||
| Issued Shares | Par Value | Issued Shares | Par Value | Capital Contributed in Excess of Par Value | Non- Controlling Interest In Partnerships | Accumulated Deficit | Total | |||||||||||||||||||||||
| BALANCES, September 26, 2018 | - | $ | - | 12,481,162 | $ | 12 | $ | 59,385 | $ | 3,238 | $ | (25,414 | ) | $37,221 | ||||||||||||||||
| Stock-based compensation cost | 112 | 112 | ||||||||||||||||||||||||||||
| Restricted stock unit vesting | 40,949 | 1 | 1 | |||||||||||||||||||||||||||
| Stock option exercise | 667 | 3 | 3 | |||||||||||||||||||||||||||
Income attributable to non-controlling interests | 309 | 309 | ||||||||||||||||||||||||||||
| Distributions to unrelated limited partners | (478 | ) | (478) | |||||||||||||||||||||||||||
Net loss attributable to Good Times Restaurants Inc and comprehensive loss | 0 | 0 | 0 | 0 | 0 | 0 | (1,051 | ) | (1,051) | |||||||||||||||||||||
| BALANCES, December 25, 2018 | - | $ | - | 12,522,778 | $ | 13 | $ | 59,500 | $ | 3,069 | $ | (26,465 | ) | $36,117 | ||||||||||||||||
| Stock-based compensation cost | 109 | 109 | ||||||||||||||||||||||||||||
Income attributable to non-controlling interests | 270 | 270 | ||||||||||||||||||||||||||||
Distributions to unrelated limited partners | (408 | ) | (408) | |||||||||||||||||||||||||||
| Purchase of non-controlling interest | (2,171 | ) | (788 | ) | (2,959) | |||||||||||||||||||||||||
Net loss attributable to Good Times Restaurants Inc and comprehensive loss | 0 | 0 | 0 | 0 | 0 | 0 | (450 | ) | (450) | |||||||||||||||||||||
| BALANCES, March 26, 2019 | - | $ | - | 12,522,778 | $ | 13 | $ | 57,438 | $ | 2,143 | $ | (26,915 | ) | $32,679 | ||||||||||||||||
| Stock-based compensation cost | 110 | 110 | ||||||||||||||||||||||||||||
Income attributable to non-controlling interests | 333 | 333 | ||||||||||||||||||||||||||||
Distributions to unrelated limited partners | (367 | ) | (367) | |||||||||||||||||||||||||||
Contributions from unrelated limited partners | 20 | 20 | ||||||||||||||||||||||||||||
Net income attributable to Good Times Restaurants Inc and comprehensive income | 0 | 0 | 0 | 0 | 0 | 0 | 540 | 540 | ||||||||||||||||||||||
| BALANCES, June 25, 2019 | - | $ | - | 12,522,778 | $ | 13 | $ | 57,548 | $ | 2,129 | $ | (26,375 | ) | $33,315 | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited)
| 5 |
Good Times Restaurants Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity (Unaudited)
Year-to-Date June 26, 2018
(In thousands, except share and per share data)
Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||
| Issued Shares | Par Value | Issued Shares | Par Value | Capital Contributed in Excess of Par Value | Non- Controlling Interest In Partnerships | Accumulated Deficit | Total | |||||||||||||||||||||||||
| BALANCES, September 27, 2017 | - | $ | - | 12,427,280 | $ | 12 | $ | 58,939 | $ | 2,713 | $ | (24,380 | ) | $ | 37,284 | |||||||||||||||||
| Stock-based compensation cost | 118 | 118 | ||||||||||||||||||||||||||||||
| Restricted stock unit vesting | 41,046 | - | ||||||||||||||||||||||||||||||
Income attributable to non-controlling interests | 173 | 173 | ||||||||||||||||||||||||||||||
Distributions to unrelated limited partners | (256 | ) | (256 | ) | ||||||||||||||||||||||||||||
Net loss attributable to Good Times Restaurants Inc and comprehensive loss | 0 | 0 | 0 | 0 | 0 | 0 | (583 | ) | (583 | ) | ||||||||||||||||||||||
| BALANCES, December 26, 2017 | - | $ | - | 12,468,326 | $ | 12 | $ | 59,057 | $ | 2,630 | $ | (24,963 | ) | $ | 36,736 | |||||||||||||||||
| Stock-based compensation cost | 97 | 97 | ||||||||||||||||||||||||||||||
Income attributable to non-controlling interests | 299 | 299 | ||||||||||||||||||||||||||||||
Distributions to unrelated limited partners | (242 | ) | (242 | ) | ||||||||||||||||||||||||||||
Contributions from unrelated limited partners | 17 | 17 | ||||||||||||||||||||||||||||||
Net loss attributable to Good Times Restaurants Inc and comprehensive loss | 0 | 0 | 0 | 0 | 0 | 0 | (431 | ) | (431 | ) | ||||||||||||||||||||||
| BALANCES, March 27, 2018 | - | $ | - | 12,468,326 | $ | 12 | $ | 59,154 | $ | 2,704 | $ | (25,394 | ) | $ | 36,476 | |||||||||||||||||
| Stock-based compensation cost | 88 | 88 | ||||||||||||||||||||||||||||||
Income attributable to non-controlling interests | 381 | 381 | ||||||||||||||||||||||||||||||
Distributions to unrelated limited partners | (492 | ) | (492 | ) | ||||||||||||||||||||||||||||
Contributions from unrelated limited partners | 561 | 561 | ||||||||||||||||||||||||||||||
Net income attributable to Good Times Restaurants Inc and comprehensive loss | 0 | 0 | 0 | 0 | 0 | 0 | 304 | 304 | ||||||||||||||||||||||||
| BALANCES, June 26, 2018 | - | $ | - | 12,468,326 | $ | 12 | $ | 59,242 | $ | 3,154 | $ | (25,090 | ) | $ | 37,318 | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited)
| 6 |
Good Times Restaurants Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Fiscal Year to Date | Year-to-Date | |||||||||||||||
| Jun 26, 2018 | Jun 27, 2017 | June 25, 2019 | June 26, 2018 | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
| Net income (loss) | $ | 143 | $ | (1,092 | ) | $ | (49 | ) | $ | 143 | ||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||||
| Depreciation and amortization | 2,849 | 2,244 | 3,417 | 2,849 | ||||||||||||
| Accretion of deferred rent | 414 | 422 | 429 | 414 | ||||||||||||
| Amortization of lease incentive obligation | (313 | ) | (205 | ) | (374 | ) | (313 | ) | ||||||||
| Asset impairment costs | 72 | 0 | - | 72 | ||||||||||||
| Stock-based compensation expense | 303 | 609 | 331 | 303 | ||||||||||||
| Recognition of deferred gain on sale of restaurant building | (26 | ) | (19 | ) | (27 | ) | (26 | ) | ||||||||
| Loss on disposal of assets | 0 | 2 | ||||||||||||||
| Loss on disposal of restaurant assets | 58 | - | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Change in: | ||||||||||||||||
| Receivables and other | (128 | ) | (646 | ) | 1,381 | (128 | ) | |||||||||
| Inventories | (59 | ) | (157 | ) | (120 | ) | (59 | ) | ||||||||
| Deposits and other | (59 | ) | (124 | ) | (356 | ) | (59 | ) | ||||||||
| Change in: | ||||||||||||||||
| Accounts payable | 194 | 745 | 367 | 194 | ||||||||||||
| Deferred liabilities | 1,258 | 1,257 | 368 | 1,258 | ||||||||||||
| Accrued and other liabilities | (21 | ) | (161 | ) | (1,023 | ) | (21 | ) | ||||||||
| Net cash provided by operating activities | 4,627 | 2,875 | 4,402 | 4,627 | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
| Payments for the purchase of property and equipment | (6,560 | ) | (11,178 | ) | (4,716 | ) | (6,560 | ) | ||||||||
| Payments for the purchase of non-controlling interests | (3,009 | ) | - | |||||||||||||
| Proceeds from sale leaseback transaction | 1,397 | 1,927 | - | 1,397 | ||||||||||||
| Payment for the purchase of non-controlling interests | 0 | (54 | ) | |||||||||||||
| Proceeds from sale of fixed assets | 8 | - | ||||||||||||||
| Payments received from franchisees and others | 10 | 9 | 17 | 10 | ||||||||||||
| Net cash used in investing activities | (5,153 | ) | (9,296 | ) | (7,700 | ) | (5,153 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
| Borrowings on notes payable and long-term debt | 1,400 | 4,100 | 6,150 | 1,400 | ||||||||||||
| Principal payments on notes payable and long-term debt | (1,613 | ) | (21 | ) | (2,480 | ) | (1,613 | ) | ||||||||
| Net contributions (distributions) received by (paid to) non-controlling interests | (412 | ) | 96 | |||||||||||||
| Proceeds from stock option exercise | 3 | - | ||||||||||||||
| Net distributions paid to non-controlling interests | (1,233 | ) | (412 | ) | ||||||||||||
| Net cash provided by (used in) financing activities | (625 | ) | 4,175 | 2,440 | (625 | ) | ||||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (1,151 | ) | (2,246 | ) | (858 | ) | (1,151 | ) | ||||||||
| CASH AND CASH EQUIVALENTS, beginning of period | 4,337 | 6,330 | 3,477 | 4,337 | ||||||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | 3,186 | $ | 4,084 | $ | 2,619 | $ | 3,186 | ||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||||||
| Cash paid for interest | $ | 276 | $ | 55 | $ | 496 | $ | 276 | ||||||||
| Change in accounts payable attributable to the purchase of property and equipment | $ | 942 | $ | 682 | $ | 112 | $ | 942 | ||||||||
See accompanying notes to condensed consolidated financial statements (unaudited)
GOOD TIMES RESTAURANTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Unaudited)
(Tabular dollar amounts in thousands, except share and per share data)
| Note 1. | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements include the accounts of Good Times Restaurants Inc. and its wholly-owned subsidiaries, Good Times Drive Thru, Inc.Bad Daddy’s International, LLC (“Drive Thru”BDI”), BD of Colorado, LLC (“BD of Colo”), Bad Daddy’s Franchise Development, LLC (“BDFD”), and Bad Daddy’s International, LLCGood Times Drive Thru, Inc. (“BDI”Drive Thru”), (together referred to as the “Company”, “we” or “us”). All significant intercompany balances and transactions have been eliminated in consolidation.
BD of Colo was formed by Good Times Restaurants Inc. in 2013 to develop Bad Daddy’s Burger Bar restaurants in the state of Colorado. Subsequently, BDI and BDFD were acquired by Good Times Restaurants Inc. on May 7, 2015. Combined, these entities compose our Bad Daddy’s operating segment, which as of June 25, 2019, operates twenty-eight company-owned and five joint venture full-service upscale casual dining restaurants under the name Bad Daddy’s Burger Bar, primarily located in Colorado and in the Southeast region of the United States, franchises one restaurant in South Carolina, and licenses the Bad Daddy’s brand for use at an airport Bad Daddy’s restaurant under third-party operations and ownership.
Drive Thru is engagedcommenced operations in the business1986 and as of developing, owning, operatingJune 25, 2019, operates nineteen Company-owned and franchising hamburger-oriented drive-throughseven joint venture drive-thru fast food hamburger restaurants in Colorado under the name Good Times Burgers & Frozen Custard. Most of our Good TimesIn addition, Drive Thru has eight franchisee-owned restaurants, are locatedwith six operating in the front-range communities of Colorado but we also have franchised restaurantsand two in Wyoming. BD of Colo, BDI and BDFD are engaged in the business of licensing, owning and operating full-service hamburger-oriented restaurants under the name Bad Daddy’s Burger Bar.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and practices of the United States of America (“GAAP”) for interim financial information. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position of the Company as of June 26, 201825, 2019 and the results of its operations and its cash flows for the three fiscal quarters ended June 26, 201825, 2019 and June 27, 2017.26, 2018. Operating results for the three fiscal quarters ended June 26, 201825, 2019 are not necessarily indicative of the results that may be expected for the year ending September 25, 2018.24, 2019. The condensed consolidated balance sheet as of September 26, 201725, 2018 is derived from the audited financial statements but does not include all disclosures required by generally accepted accounting principles. As a result, these condensed consolidated financial statements should be read in conjunction with the Company's Form 10-K for the fiscal year ended September 26, 2017.25, 2018.
Fiscal Year – The Company’s fiscal year is a 52/53-week year ending on the last Tuesday of September. In a 52-week fiscal year, each of the Company’s quarterly periods consist of 13 weeks. The additional week in a 53-week fiscal year is added to the first quarter, making such quarter consist of 14 weeks. Neither 2018 or 2019 had a quarter with 14 weeks.
Advertising Costs – We utilize Advertising Funds to administer certain advertising programs for both the Bad Daddy’s and Good Times and Bad Daddy’s brands that benefit both us and our franchisees. We and our franchisees are required to contribute a percentage of gross sales to the fund. As the contributions to these funds are designated and segregated for advertising, we act as an agent for the franchisees with respect to these contributions.advertising. We consolidate the Advertising Funds into our financial statements on a net basis, whereby contributions from franchisees, when received, are recorded and included as offsetsa component of franchise revenues. As we intend to reportedutilize all of the advertising expenses.contributions towards advertising expenditures, we recognize costs equal to franchisee contributions to the advertising funds on a quarterly basis. Contributions to the Advertising Funds from our franchisees were $264,000$240,000 and $271,000$263,000 for the first three quarters of 2019 and 2018, respectively.
| Note 2. | Revenue |
In May 2014, the Financial Accounting Standards Board issuedRevenue from Contracts with Customers (“Topic 606), which was subsequently amended by several Accounting Standards Updates. These new or updated standards expanded the disclosure requirements related to revenue and revenue recognition. The Company adopted Topic 606 in the first quarter of its 2019 fiscal year and applied the guidance retrospectively to the prior periods presented. Topic 606 primarily impacts the accounting presentation of the Company’s advertising contribution funds. Because advertising expenses are incurred within the respective year in which contributions are recorded, there was no change to the consolidated balance sheet, however for the first three fiscal quarters of 2018 franchise revenues and 2017, respectively.advertising costs are each $263,000 greater than originally presented, and for the first three fiscal quarters of 2019 franchise revenues and advertising costs are each $240,000 greater than would have been reflected under the former presentation.
Revenue Recognition
Revenues consist primarily of sales from restaurant operations and franchise revenue, which includes franchisee royalties and contributions to advertising funds. Revenues associated with gift card breakage are immaterial to our financials. The Company recognizes revenue, pursuant to the new and updated standards, when it satisfies a performance obligation by transferring control over a product or service to a customer, typically a restaurant customer or a franchisee/licensee.
The Company recognizes revenues in the form of restaurant sales at the time of the sale when payment is made by the customer, as the Company has completed its performance obligation, namely the provision of food and beverage, and the accompanying customer service, during the customer’s visit to the restaurant. The Company sells gift cards to customers and recognizes revenue from gift cards primarily in the form of restaurant revenue. Gift Card breakage, which is recognized when the likelihood of a gift card being redeemed is remote, is determined based upon the Company’s historic redemption patterns, and is immaterial to our overall financial statements.
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Revenues we receive from our franchise and license agreements include sales-based royalties, and from our franchise agreements also may include advertising fund contributions, area development fees, and franchisee fees. We recognize sales-based royalties from franchisees and licensees as the underlying sales occur. We similarly recognize advertising fund contributions from franchisees as the underlying sales occur. The Company also provides its franchisees with services associated with opening new restaurants and operating them under franchise and development agreements in exchange for area development and franchise fees. The Company would capitalize these fees upon receipt from the franchisee and then would amortize those over the contracted franchise term as the services comprising the performance obligations are satisfied. We have not received material development or franchise fees in the years presented, and the primary performance obligations under existing franchise and development agreements have been satisfied prior to the earliest period presented in our financial statements.
| Note | Goodwill and Intangible Assets |
The following table presents goodwill and intangible assets as of June 26, 201825, 2019 and September 26, 2017 (in thousands):25, 2018:
| June 26, 2018 | September 26, 2017 | June 25, 2019 | September 25, 2018 | |||||||||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||||
| Intangible assets subject to amortization: | ||||||||||||||||||||||||||||||||||||||||||||||||
Intangible assets subject to amortization | ||||||||||||||||||||||||||||||||||||||||||||||||
| Franchise rights | 116 | (75 | ) | 41 | 116 | (57 | ) | 59 | 116 | (98 | ) | 18 | 116 | (81 | ) | 35 | ||||||||||||||||||||||||||||||||
| Non-compete agreements | 15 | (15 | ) | 0 | 15 | (13 | ) | 2 | 65 | (23 | ) | 42 | 15 | (15 | ) | - | ||||||||||||||||||||||||||||||||
| $ | 131 | $ | (90 | ) | $ | 41 | $ | 131 | $ | (70 | ) | $ | 61 | $ | 181 | $ | (121 | ) | $ | 60 | $ | 131 | $ | (96 | ) | $ | 35 | |||||||||||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Trademarks | $ | 3,900 | $ | 0 | $ | 3,900 | $ | 3,900 | $ | 0 | $ | 3,900 | $ | 3,900 | $ | - | $ | 3,900 | $ | 3,900 | $ | - | $ | 3,900 | ||||||||||||||||||||||||
| Intangible assets, net | $ | 4,031 | $ | (90 | ) | $ | 3,941 | $ | 4,031 | $ | (70 | ) | $ | 3,961 | $ | 4,081 | $ | (121 | ) | $ | 3,960 | $ | 4,031 | $ | (96 | ) | $ | 3,935 | ||||||||||||||||||||
| Goodwill | $ | 15,150 | $ | 0 | $ | 15,150 | $ | 15,150 | $ | 0 | $ | 15,150 | $ | 15,150 | $ | - | $ | 15,150 | $ | 15,150 | $ | - | $ | 15,150 | ||||||||||||||||||||||||
The Company had no goodwill impairment losses in the periods presented in the above table or any prior periods.
In February 2019 the Company acquired all of the membership interests of three joint venture entities to which the Company was already a party to and the transaction resulted in an increase to non-compete agreements of $50,000, see Note 11.
There were no impairments to intangible assets during the three quarters ended June 25, 2019 and June 26, 2018. The aggregate amortization expense related to these intangible assets subject to amortization was $20,000approximately $25,000 for the three quarters ended June 26, 2018.25, 2019.
The estimated aggregate future amortization expense as of June 26, 201825, 2019 is as follows (in thousands):follows:
| Remainder of 2018 | $ | 6 | ||
| 2019 | 23 | |||
| 2020 | 12 | |||
| $ | 41 |
| Remainder of 2019 | $ | 9 | ||||
| 2020 | 28 | |||||
| 2021 | 17 | |||||
| 2022 | 6 | |||||
| $ | 60 |
| Note 4. | Common Stock |
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, 2015. The registration statement allows the Company to issue common stock from time to time up to an aggregate amount of $75 million, of which $22,688,052 has been issued.
| Note 5. | Stock-Based Compensation |
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”). The Company and has outstanding awards that were issued awards 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.
Our net loss for the three quarters ended June 25, 2019 and June 26, 2018 includes $331,000 and June 27, 2017 includes $303,000, and $609,000, respectively, of compensation costs related to our stock-based compensation arrangements.
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Stock Option awards
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 the first three fiscal quarters ended June 26, 2018.25, 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 three quarters ended June 25, 2019, the Company granted a total of 99,832 incentive stock options, from available shares under its 2018 Plan, with exercise prices between $4.66 and $5.00 and per-share weighted average fair values between $2.68 and $3.16.
During the three quarters ended June 26, 2018, the Company granted a total of 18,274 incentive stock options, from available shares under its 2008 Plan, as amended, with an exercise prices between $2.70 and $2.73 and per-share weighted average fair values between $1.65 and $1.95. The Company did not issue any stock options under the 2018 plan during the three quarters ended June 26, 2018.
During the three quarters ended June 27, 2017, the Company granted a total of 151,834 incentive stock options, from available shares under its 2008 Plan, as amended, with exercise prices between $3.05 and $3.15 and per-share weighted average fair values between $2.17 and $2.30.
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:
| Year-to-Date | ||||||||||||
| Fiscal 2018 Incentive and Non-Statutory Stock Options | Fiscal 2017 Incentive and | June 25, 2019 Incentive and Non-Qualified Stock Options | June 26, 2018 Incentive and Non-Qualified Stock Options | |||||||||
| Expected term (years) | 7.5 | 6.5 to 7.5 | 7.5 | 7.5 | ||||||||
| Expected volatility | 75.33% to 75.67% | 75.41% to 80.70% | 70.65% to 70.80% | 75.33 % to 75.67% | ||||||||
| Risk-free interest rate | 2.17% to 2.35% | 1.49% to 2.40% | 3.01% to 3.10% | 2.17% to 2.35% | ||||||||
| Expected dividends | 0 | 0 | - | - | ||||||||
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.
The following table summarizes stock option activity for the three quarters ended June 26, 201825, 2019 under all plans:
| Shares | Weighted Average Exercise Price | Weighted Avg. Remaining Contractual Life (Yrs.) | Shares | Weighted Average Exercise Price | Weighted Avg. Remaining Contractual Life (Yrs.) | |||||||||||||||||
| Outstanding-at beginning of year | 681,922 | $ | 4.25 | 634,647 | $ | 3.36 | ||||||||||||||||
| Options granted | 18,274 | $ | 2.71 | 99,832 | $ | 4.76 | ||||||||||||||||
| Options exercised | 0 | (667 | ) | $ | 4.41 | |||||||||||||||||
| Forfeited | (43,807 | ) | $ | 4.49 | (10,881 | ) | $ | 3.87 | ||||||||||||||
| Expired | (2,933 | ) | $ | 17.25 | (17,203 | ) | $ | 4.41 | ||||||||||||||
| Outstanding June 26, 2018 | 653,456 | $ | 4.14 | 6.0 | ||||||||||||||||||
| Exercisable June 26, 2018 | 508,483 | $ | 4.29 | 5.3 | ||||||||||||||||||
| Outstanding June 25, 2019 | 705,728 | $ | 3.52 | 6.3 | ||||||||||||||||||
| Exercisable June 25, 2019 | 436,967 | $ | 3.23 | 4.9 | ||||||||||||||||||
As of June 26, 2018,25, 2019, the aggregate intrinsic value of the outstanding and exercisable options was $391,000approximately $17,000 and $348,000,$17,000, 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 June 26, 2018,25, 2019, the total remaining unrecognized compensation cost related to non-vested stock options was $318,000$570,000 and is expected to be recognized over a weighted average period of approximately 1.82.3 years.
There were 667 stock options exercised during the three quarters ended June 25, 2019 with proceeds of approximately $3,000. There were no stock options exercised during the three quarters ended June 26, 2018 and June 27, 2017.2018.
Restricted Stock Units
During the three quarters ended June 25, 2019, the Company granted a total of 79,988 restricted stock units from available shares under its 2018 Plan. The shares were issued with a grant date fair market value of $3.95 which is equal to the closing price of the stock on the date of the grant. The restricted stock units vest over three years following the grant date.
During the three quarters ended June 26, 2018, the Company granted a total of 37,037 shares of restricted stock units from available shares under its 2008 Plan, as amended. The shares were issued with a grant date fair market value of $2.70 which is equal to the closing price of the stock on the date of the grant. The restricted stock units vestgrant vests over three years following the grant date. The Company did not issue any restricted stock units under the 2018 plan during the three quarters ended June 26, 2018.
During the three quarters ended June 27, 2017, the Company granted a total of 103,440 shares of restricted stock from available shares under its 2008 Plan, as amended. The shares were issued with grant date fair market values of $3.15 and $3.20 which is equal to the closing price of the stock on the date of the grants. The restricted stock grants vest between three months and three years following the grant date.
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A summary of the status of non-vested restricted stock as of June 26, 201825, 2019 is presented below.
| Shares | Grant Date Fair Value Per Share | Shares | Grant Date Fair Value Per Share | ||||||||||
| Non-vested shares at beginning of year | 115,039 | $3.15 to $8.60 | 149,614 | $2.70 to $4.18 | |||||||||
| Granted | 37,037 | $2.70 | 79,988 | $3.95 | |||||||||
| Forfeited | (16,699 | ) | $3.15 to $4.18 | ||||||||||
| Vested | (41,037 | ) | $3.15 to $4.18 | (44,158 | ) | $2.70 to $4.18 | |||||||
| Non-vested shares at June 26, 2018 | 94,340 | $2.70 to $8.60 | |||||||||||
| Non-vested shares at June 25, 2019 | 185,444 | $2.70 to $4.18 | |||||||||||
As of June 26, 2018,25, 2019, there was $186,000approximately $452,000 of total unrecognized compensation cost related to non-vested restricted stock. This cost is expected to be recognized over a weighted average period of approximately 1.31.4 years.
| Note 6. | Notes Payable and Long-Term Debt |
Cadence Credit Facility
On September 8, 2016, theThe Company entered intomaintains a credit agreement with Cadence Bank (“Cadence”) pursuant to which, as amended, Cadence agreed to loan the Company up to $9,000,000$17,000,000 with a maturity date of December 31, 2021 (the “Cadence Credit Facility”). On September 11, 2017,February 21, 2019 the Cadence Credit Facility was amended, in connection with the RGWP Repurchase (see note 11), to increaseretroactively attribute EBITDA previously attributed to non-controlling interests to the loan maximum to $12,000,000 and extendCompany for purposes of certain financial covenants. As amended by the maturity date to December 31, 2020. Thevarious amendments, the Cadence Credit Facility accrues commitment fees on the daily unused balance of the facility at a rate of 0.25%. All borrowings under the Cadence Credit Facility, as amended, bear interest at a variable rate based upon the Company’s election of (i) 3.0%2.5% plus the base rate, which is the highest of the (a) Federal Funds Rate plus 0.5%, (b) the Cadence bank publicly-announced prime rate, and (c) LIBOR plus 1.0%, or (ii) LIBOR, with a 0.125%0.250% floor, plus 4.0%3.5%. Interest is due at the end of each calendar quarter if the Company selects to pay interest based on the base rate and at the end of each LIBOR period if it selects to pay interest based on LIBOR. As of June 26, 2018,25, 2019, the weighted average interest rate applicable to borrowings under the Cadence Credit Facility was 6.0062%5.9228%.
The Cadence Credit Facility, as amended, contains certain affirmative and negative covenants and events of default that the Company considers customary for an agreement of this type, including covenants setting a maximum leverage ratio of 5.35:1, a minimum fixed charge coverage ratio of 1.25:1 and minimum liquidity of $2,500,000.$2,000,000. As of June 26, 2018,25, 2019, the Company was in compliance with its covenants.the covenants under the Cadence Credit Facility.
As a result of entering into the Cadence Credit Facility and the amendment,various amendments, the Company paid loan origination costs including professional fees of approximately $197,000$232,000 and is amortizing these costs over the term of the credit agreement.
The obligations under the Cadence Credit Facility are collateralized by a first priorityfirst-priority lien on substantially all of the Company’s assets.
As of June 26, 2018,25, 2019, the outstanding balance on borrowings against the facility was $5,100,000.$11,150,000. Availability of the Cadence Credit Facility for borrowings is reduced by the outstanding face value of any letters of credit issued under the facility. As of June 25, 2019, the outstanding face value of such letters of credit was $157,500.
| Note 7. | Net Income (Loss) per Common Share |
Our basic earnings per share calculation is computed based on the weighted-average number of common shares outstanding. Our diluted earnings per share calculation is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive securities for this calculation consist of in-the-money outstanding stock options, restricted stock grantsunits and warrants (which were assumed to have been exercised at the average market price of the common shares during the reporting period). The treasury stock method is used to measure the dilutive impact of in-the-money stock options.
The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding:
| Quarter Ended | Year-to-Date | |||||||||||||||||||||||||||||||
| Quarter Ended | Year to Date | June 25, 2019 | June 26, 2018 | June 26, 2019 | June 26, 2018 | |||||||||||||||||||||||||||
| Jun 26, 2018 | Jun 27, 2017 | Jun 26, 2018 | Jun 27, 2017 | |||||||||||||||||||||||||||||
| Weighted-average shares outstanding-basic | 12,468,326 | 12,301,007 | 12,460,467 | 12,296,793 | 12,522,778 | 12,468,326 | 12,516,822 | 12,460,467 | ||||||||||||||||||||||||
| Effect of potentially dilutive securities | ||||||||||||||||||||||||||||||||
| Effect of potentially dilutive securities: | ||||||||||||||||||||||||||||||||
| Stock options | 102,506 | 0 | 0 | 0 | 15,101 | 102,506 | 0 | 0 | ||||||||||||||||||||||||
| Restricted stock units | 94,340 | 0 | 0 | 0 | 185,444 | 94,340 | 0 | 0 | ||||||||||||||||||||||||
| Weighted-average shares outstanding-diluted | 12,665,172 | 12,301,007 | 12,460,467 | 12,296,793 | 12,723,323 | 12,665,172 | 12,516,822 | 12,460,467 | ||||||||||||||||||||||||
| Excluded from diluted weighted-average shares outstanding: | ||||||||||||||||||||||||||||||||
| Antidilutive | 272,348 | 983,109 | 781,789 | 983,109 | 654,468 | 272,348 | 891,172 | 747,796 | ||||||||||||||||||||||||
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| Note 8. | Contingent Liabilities and Liquidity |
We remain contingently liable on various leases underlying restaurants that were previously sold to franchisees. We have never experienced any losses related to these contingent lease liabilities, however if a franchisee defaults on the payments under the leases, we would be liable for the lease payments as the assignor or sub-lessor of the lease. Currently we have not been notified nor are we aware of any leases in default by the franchisees, however there can be no assurance that there will not be in the future which could have a material effect on our future operating results.
Additionally, in the normal course of business, there may be various claims in process, matters in litigation, and other contingencies brought against the company by employees, vendors, customers, franchisees, or other parties. Evaluating these contingencies is a complex process that may involve substantial judgment on the potential outcome of such matters, and the ultimate outcome of such contingencies may differ from our current analysis. We review the adequacy of accruals and disclosures related to such contingent liabilities in consultation with legal counsel. While it is not possible to predict the outcome of these claims with certainty, it is management’s opinion that potential losses associated with such contingencies would be immaterial to our financial statements.
| Note 9. | Impairment of Long-Lived Assets and Goodwill |
Long-Lived Assets.We review our long-lived assets for impairment, including land, property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the capitalized costs of the assets to the future undiscounted net cash flows expected to be generated by the assets and the expected cash flows are based on recent historical cash flows at the restaurant level (the lowest level that cash flows can be determined).
On January 30, 2018 the Company closed one Good Times restaurant in Aurora, Colorado. A non-cash impairment charge of $219,000 related to this restaurant was previously taken in the fiscal year ended September 26, 2017 and no additional loss from disposal of assets has been subsequently recognized in the current year, nor is any additional loss expected. The Company is currently marketing the property and intends to sublease the property to a suitable tenant over the approximate 17-year remaining term of the lease. The company expects to be able to sublease this property at or above its contractual lease rate but does not expect such sublease commencement until the end of fiscal 2018. As such, weWe recorded accretion expense recognized as non-cash rent of approximately $48,000 in the fiscal year ended September 25, 2018, and approximately $73,000 in the three quarters ended June 25, 2019, reflecting the expected fair value of future lease costs, net of sublease income, associated with the closing of this restaurant. Subsequent to the end of the fiscal third quarter of 2019, the Company entered into a sublease agreement whereby the Company, upon lease commencement subject to due diligence provisions, will receive sublease income substantially equal to its cash lease costs associated with this location.
Given the results of our analysis at March 27, 2018, we identified one restaurant where the expected future cash flows would not be sufficient to recover the carrying value of the associated assets. This restaurant, an additional Good Times restaurant in Aurora, Colorado, was closed on April 22, 2018. We recorded a non-cash charge of $72,000 related to the impairment of this restaurant during the quarter ending March 27, 2018. No additional loss from disposal of assets is expected associated with this property. Prior to its closure, on April 6, 2018, the companyCompany entered into a sublease of this property, the terms of which will provide sublease income substantially equal to the lease costs over the approximate 5 remaining years of the lease.
Trademarks.Trademarks have been determined to have an indefinite life. We evaluate our trademarks for impairment annually and on an interim basis as events and circumstances warrant by comparing the fair value of the trademarks with their carrying amount. There was no impairment required to the acquired trademarks as of June 26, 201825, 2019 and June 27, 2017.26, 2018.
Goodwill.Goodwill represents the excess of cost over fair value of the assets of businesses the Company acquired. Goodwill is not amortized, but rather, the Company is required to test goodwill for impairment on an annual basis or whenever indications of impairment arise. The Company considers its operations to be comprised of two reporting units: (1) Good Times restaurants and (2) Bad Daddy’s restaurants. As of June 26, 2018,25, 2019, the Company had $96,000 of goodwill associated withattributable to the Good Times reporting unit and $15,054,000 of goodwill associated withattributable to its Bad Daddy’s reporting unit. No goodwill impairment charges were recognized as of June 26, 201825, 2019 and June 27, 2017.26, 2018.
| Note 10. | Income Taxes |
We account for income taxes using the liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The deferred tax assets are reviewed periodically for recoverability and valuation allowances are adjusted as necessary.
The Company has significant net operating loss carry-forwards from prior years and incurred additional net operating losses during the three quarters ended June 26, 201825, 2019 and June 27, 2017.26, 2018. These losses resulted in an increase in the related deferred tax assets; however, valuation allowances were provided which reduced these deferred tax assets to zero; therefore, no income tax provision or benefit was recognized for the three quarters ended June 26, 201825, 2019 and June 27, 201726, 2018 resulting in an effective income tax rate of 0% for both periods.
The Company is subject to taxation in various jurisdictions within the U.S. The Company continues to remain subject to examination by U.S. federal authorities for the years 20142016 through 2017.2018. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. No accrual for interest and penalties was considered necessary as of June 26, 2018.25, 2019.
On December 22, 2017 the U.S. government enacted legislation that has been commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. As 100% of our current operations, and our operations for the foreseeable future are conducted within the U.S., the changes with respect to treatment of earnings outside of the U.S. will have no impact on our financial statements. In addition to the change in the corporate income tax rate and changes related to foreign source income, the Tax Act makes changes to the deductibility of certain items, such as meals provided to employees; and changes that allow for accelerated depreciation of certain capital expenditures. Due to a combination of the current full valuation allowance on our deferred tax assets, as well as a significant Net Operating Loss carryforward, we do not believe that the legislative changes enacted by the Tax Act will have a material impact on our financial statements.
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| Note 11. | Non-controlling Interests |
Non-controlling interests are presented as a separate item in the stockholders’ equity section of the condensed consolidated balance sheet. The amount of consolidated net income or loss attributable to non-controlling interests is presented on the face of the condensed consolidated statement 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 sheet in the stockholders’ 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 statement of operations. All inter-company accounts and transactions are eliminated.
On February 6, 2019, the Company concurrently entered into and closed on a Membership Interest Purchase Agreement with RGWP, LLC (the “RGWP Repurchase”), pursuant to which the Company agreed to acquire all of the remaining membership interests of three entities to which the Company is already a party to and already owned a controlling interest: Bad Daddy’s Burger Bar of Seaboard LLC, Bad Daddy’s Burger Bar of Cary, LLC, and BDBB of Olive Park NC, LLC. The purchase price was approximately $3.0 million. These entities own and operate three Bad Daddy’s Burger Bar restaurants in the greater Raleigh, NC market. The purchase agreement contains various representations, warranties, and covenants of the Seller that are customary in transactions of this nature.
The RGWP Repurchase resulted in a $788,000 reduction in non-controlling interests, an increase to non-compete agreements of $50,000 and a $2,171,000 reduction in additional paid in capital.
The following table summarizes the activity in non-controlling interests during the three quartersquarter ended June 26, 2018 (in thousands):25, 2019:
| Good Times | Bad Daddy’s | Total | ||||||||||
| Balance at September 26, 2017 | $ | 434 | $ | 2,279 | $ | 2,713 | ||||||
| Income | 296 | 557 | 853 | |||||||||
| Contributions | 0 | 578 | 578 | |||||||||
| Distributions | (339 | ) | (651 | ) | (990 | ) | ||||||
| Balance at June 26, 2018 | $ | 391 | $ | 2,763 | $ | 3,154 | ||||||
| Bad Daddy’s | Good Times | Total | ||||||||||
| Balance at September 25, 2018 | $ | 2,861 | $ | 377 | $ | 3,238 | ||||||
| Income attributable to non-controlling interests | 671 | 241 | 912 | |||||||||
| Net distributions to unrelated limited partners | (953 | ) | (280 | ) | (1,233 | ) | ||||||
| Purchase of non-controlling interest | (788 | ) | - | (788 | ) | |||||||
| Balance at June 25, 2019 | $ | 1,791 | $ | 338 | $ | 2,129 | ||||||
Our remaining non-controlling interests consist of one joint-venturejoint venture partnership involving seven Good Times restaurants and seven joint-venturefive joint venture partnerships involving sevenfive Bad Daddy’s restaurants, including one Bad Daddy’s restaurant that is currently under construction. Six of the seven Bad Daddy’s joint-venture partnerships were established prior to the beginning of fiscal 2018 to fund the construction of Bad Daddy’s restaurants in North Carolina. Two of these six restaurants opened in fiscal 2017 and one opened during the first quarter of fiscal 2018. One of the Bad Daddy’s joint-venture partnerships was established in fiscal 2018 to fund the construction of a Bad Daddy’s restaurant in Greensboro, North Carolina which opened on July 16, 2018.restaurants.
| Note 12. | Recent Accounting Pronouncements |
In March 2016,May 2014, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” (ASU 2016-09). ASU 2016-09 includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The areas for simplification include income tax consequences, forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” This pronouncement provides clarity in guidance in the instance of a change in the terms or conditions of a share-based payment award. Both pronouncements are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016 and early adoption is permitted for financial statements that have not been previously issued. The Company adopted both ASUs effective with its 2018 fiscal year; such adoption did not have material impact on our financial position or results from operations.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue“Revenue from Contracts with Customers (Topic 606).” This update was issued to replace the current revenue recognition guidance, creating a more comprehensive five-step model. In March 2016, the FASB issued No. ASU 2016-04, “Liabilities – Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products.” This pronouncement provides guidance for the derecognition of prepaid stored-value product liabilities, consistent with the breakage guidance in Topic 606. These amendments are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We do not expect that theadopted these ASUs effective as of September 26, 2018. The adoption of these new standards willdid not have a material impact to our revenue recognition related to company-ownedCompany-owned restaurant sales, recognition of royalty fees from our franchise agreement, or impact from recognition of gift card breakage. As discussed in Note 2 and further described below, the adoption of this standard did have an impact on the presentation of advertising fund contributions from our franchises. Prior to the adoption of these new standards, we accounted for advertising expenses net of advertising contributions from our franchisees. Subsequently, as described in Notes 1 and 2, we now account for franchisee advertising contributions as a component of franchise revenue. Because advertising expenses are incurred within the respective year in which contributions are recorded, there was no change to the consolidated balance sheet, however for the first three fiscal quarters of 2018 franchise revenues and advertising costs are each $263,000 greater than originally presented, and for the first three fiscal quarters of 2019 franchise revenues and advertising costs are each $240,000 greater than would have been reflected under the former presentation.
In February 2016, the Financial Accounting Standards Board (“FASB”) FASB issued Accounting Standards Update No. ASU No. 2016-02, “Leases“Leases (Topic 842)”, (ASU 2016-02), which replaces the existing guidance in Accounting Standard Codification 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 This pronouncement requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. The Company is currently assessingSubsequently FASB has issued several other Accounting Standards Updates, including ASU 2018-11 and ASU 2018-12, which among other things provide for a practical expedient related to the impact thatrecognition of the cumulative effective on retained earnings resulting from the adoption of ASU 2016-02 will have on its consolidated financial position or results of operationsthe pronouncements. We expect to adopt these ASU’s effective September 25, 2019 and expect that itthe adoption of these standards will result in a significant increase in our long-term assets and liabilities given we have a significant number of leases.
| 13 |
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles“Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the impairment test applied to goodwill. Under the new standard, goodwill impairment tests will compare the fair value of a reporting unit with its carrying amount. An impairment charge will be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill. This pronouncement is effective for annual and interim periods beginning after December 15, 2019 and should be applied on a prospective basis. We do not expect thatadopted this ASU effective as of the quarter-end March 26, 2019. The adoption of thisthe new standard willdid not have a material impact on our financial position or results from operations.
| Note 13. |
| Subsequent Events |
On June 22, 2018, the Company commenced a tender offer related to a one-time option exchange that was approved by the shareholders at the Company’s 2018 annual meeting. As described in Note 4, we account for share-based payments in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC Topic 718”). This option exchange would be subject to modification accounting under ASC Topic 718, including the provisions of ASU 2017-09, and we would recognize incremental compensation expense, if any, resulting from the Replacement Options granted in the Option Exchange. This Option Exchange is intended to be materially “cost neutral” from an accounting standpoint. To be cost neutral, the value of the stock options surrendered as calculated immediately prior to their surrender must be approximately equal to the value of the new stock options received by employees and directors in the Option Exchange. We use the Black-Scholes option pricing model to estimate the fair value of all stock options granted to employees and directors and have used that model in constructing the provisions of the Option Exchange. The tender offer period concluded on July 23, 2018, and as the final inputs to the pricing model resulted in lower implied values for the replacement options than for the surrendered options, we expect to recognize no stock compensation expense related to this transaction.None.
| Note 14. | Segment Reporting |
All of our Good Times Burgers and Frozen Custard restaurants (Good Times) compete in the quick-service drive-through dining industry segment while our Bad Daddy’s Burger Bar restaurants (Bad Daddy’s) compete in the full-service upscale casual dining industry.industry segment. We believe that providing this additional financial information for each of our brands will provide a better understanding of our overall operating results. Income (loss) from operations represents revenues less restaurant operating costs and expenses, directly allocable general and administrative expenses, and other restaurant-level expenses directly associated with each brand including depreciation and amortization, pre-opening costs and losses or gains on disposal of property and equipment. Unallocated corporate capital expenditures are presented below as reconciling items to the amounts presented in the consolidated financial statements.
The following tables present information about our reportable segments for the respective periods (in thousands):periods:
| Quarter Ended | Three Quarters Ended | Quarter Ended | Year-to-Date | |||||||||||||||||||||||||||||
| Jun 26, 2018 | Jun 27, 2017 | Jun 26, 2018 | Jun 27, 2017 | June 25, 2019 | June 26, 2018 | June 25, 2019 | June 26, 2018 | |||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||
| Bad Daddy’s | $ | 21,181 | $ | 17,862 | $ | 59,996 | $ | 48,985 | ||||||||||||||||||||||||
| Good Times | $ | 8,317 | $ | 8,634 | $ | 23,471 | $ | 22,550 | 8,276 | 8,401 | 22,003 | 23,722 | ||||||||||||||||||||
| Bad Daddy’s | 17,858 | 13,068 | 48,973 | 33,946 | ||||||||||||||||||||||||||||
| $ | 26,175 | $ | 21,702 | 72,444 | $ | 56,496 | $ | 29,457 | $ | 26,263 | $ | 81,999 | $ | 72,707 | ||||||||||||||||||
| Income (loss) from operations | ||||||||||||||||||||||||||||||||
| Bad Daddy’s | $ | 494 | $ | 430 | $ | 300 | $ | 438 | ||||||||||||||||||||||||
| Good Times | $ | 423 | $ | 421 | $ | 265 | $ | 82 | 650 | 423 | 505 | 265 | ||||||||||||||||||||
| Bad Daddy’s | 430 | (244 | ) | 438 | (540 | ) | ||||||||||||||||||||||||||
| Corporate | (72 | ) | (162 | ) | (290 | ) | (528 | ) | (68 | ) | (72 | ) | (292 | ) | (290 | ) | ||||||||||||||||
| $ | 781 | $ | 15 | $ | 413 | $ | (986 | ) | $ | 1,076 | $ | 781 | $ | 513 | $ | 413 | ||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||
| Bad Daddy’s | $ | 609 | $ | 2,270 | $ | 3,727 | $ | 6,259 | ||||||||||||||||||||||||
| Good Times | $ | 113 | $ | 1,677 | $ | 290 | $ | 4,560 | 301 | 113 | 930 | 290 | ||||||||||||||||||||
| Bad Daddy’s | 2,270 | 2,737 | 6,259 | 6,404 | ||||||||||||||||||||||||||||
| Corporate | 8 | 67 | 11 | 214 | 13 | 8 | 59 | 11 | ||||||||||||||||||||||||
| $ | 2,391 | $ | 4,481 | $ | 6,560 | $ | 11,178 | $ | 923 | $ | 2,391 | $ | 4,716 | $ | 6,560 | |||||||||||||||||
| Jun 26, 2018 | Sep 26, 2017 | June 25, 2019 | September 25, 2018 | |||||||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||||||
| Bad Daddy’s | $ | 30,829 | $ | 29,642 | ||||||||||||||||||||
| Good Times | $ | 5,352 | $ | 7,061 | 5,594 | 5,234 | ||||||||||||||||||
| Bad Daddy’s | 27,354 | 22,133 | ||||||||||||||||||||||
| Corporate | 407 | 496 | 243 | 369 | ||||||||||||||||||||
| $ | 33,113 | $ | 29,690 | $ | 36,666 | $ | 35,245 | |||||||||||||||||
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This Form 10-Q contains or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and the disclosure of risk factors in the Company’s form 10-K for the fiscal year ended September 26, 2017.25, 2018. Also, documents subsequently filed by us with the SEC and incorporated herein by reference may contain forward-looking statements. We caution investors that any forward-looking statements made by us are not guarantees of future performance and actual results could differ materially from those in the forward-looking statements as a result of various factors, including but not limited to the following:
| (I) | We compete with numerous well-established competitors who have substantially greater financial resources and longer operating histories than we do. Competitors have increasingly offered selected food items and combination meals, including hamburgers, at discounted prices, and continued discounting by competitors may adversely affect revenues and profitability of Company restaurants. |
| (II) | We may be negatively impacted if we experience same store sales declines. Same store sales comparisons will be dependent, among other things, on the success of our advertising and promotion of new and existing menu items. No assurances can be given that such advertising and promotions will in fact be successful. |
| 14 |
We may also be negatively impacted by other factors common to the restaurant industry such as: changes in consumer tastes away from red meat and fried foods; increases in the cost of food, paper, labor, health care, workers' compensation or energy; inadequate number of hourly paid employees; and/or decreases in the availability of affordable capital resources. We caution the reader that such risk factors are not exhaustive, particularly with respect to future filings. For further discussion of our exposure to market risk, refer to Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 26, 2017.25, 2018.
Overview.
Good Times Restaurant Inc., through its subsidiaries (collectively, the “Company” or “we”, “us” or “our”) operates and franchises/licenses full servicefull-service hamburger-oriented restaurants under the name Bad Daddy’s Burger Bar (Bad Daddy’s) and operates and franchises hamburger-oriented drive-through restaurants under the name Good Times Burgers & Frozen Custard (Good Times).
We are focused on developing the Bad Daddy’s concept with company-owned restaurants in major markets of the U.S., while continuing to improve the profitability of Good Times, and opportunistically developing additionalredeploying profits generated from Good Times restaurants in our home state of Colorado, allowing us to leverageinto the strength and opportunities of both brands.Bad Daddy’s concept.
Growth Strategies and Outlook.
We believe there are significant opportunities to develop new units, grow customer traffic and increase awareness of our brands. The following sets for the key elements of our growth strategy:
| · | Pursue disciplined unit growth of |
| · | Generate consistently positive same-store sales in both brands by delivering food and service that are differentiated in each of their respective competitive segments |
| · |
Restaurant locations.
As of June 26, 2018,25, 2019, we operated, franchised or licensed a total of thirty-sixthirty-five Bad Daddy’s restaurants and thirty-four Good Times restaurants and twenty-nine Bad Daddy’s restaurants. The following table presents the number of restaurants operating at the end of the thirdfirst three fiscal quarters of 20182019 and 2017.2018.
Company-Owned/Co-Developed/Joint Venture:
| State | Good Times Burgers & Frozen Custard | Bad Daddy's Burger Bar | Total | |||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||
| Colorado | 26 | 26 | 12 | 12 | 38 | 38 | ||||||||||||||||||
| Georgia | 0 | 0 | 4 | 2 | 4 | 2 | ||||||||||||||||||
| Oklahoma | 0 | 0 | 1 | 1 | 1 | 1 | ||||||||||||||||||
| North Carolina | 0 | 0 | 14 | 11 | 14 | 11 | ||||||||||||||||||
| South Carolina | 0 | 0 | 1 | 0 | 1 | 0 | ||||||||||||||||||
| Tennessee | 0 | 0 | 1 | 1 | 1 | 1 | ||||||||||||||||||
| Total: | 26 | 26 | 33 | 27 | 59 | 53 | ||||||||||||||||||
Franchise/License:
| State | Good Times Burgers & Frozen Custard | Bad Daddy's Burger Bar | Total | |||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||
| Colorado | 6 | 8 | 0 | 0 | 6 | 8 | ||||||||||||||||||
| North Carolina | 0 | 0 | 1 | 1 | 1 | 1 | ||||||||||||||||||
| South Carolina | 0 | 0 | 1 | 1 | 1 | 1 | ||||||||||||||||||
| Wyoming | 2 | 2 | 0 | 0 | 2 | 2 | ||||||||||||||||||
| Total: | 8 | 10 | 2 | 2 | 10 | 12 | ||||||||||||||||||
Results of Operations
Fiscal quarter ended June 25, 2019 compared to fiscal quarter ended June 26, 2018:
Net Revenues.Net revenues for the quarter ended June 25, 2019 increased $3,194,000 or 12.2% to $29,457,000 from $26,263,000 for the quarter ended June 26, 2018. Bad Daddy’s concept revenues increased $3,319,000 while our Good Times concept revenues decreased $125,000.
The following table presents the number of restaurants open at the end of the fiscal quarters June 26, 2018 and June 27, 2017.
Company-Owned/Co-Developed/Joint-Venture:
| State | Good Times Burgers & Frozen Custard | Bad Daddy's Burger Bar | Total | |||||||||||||||||||||
| 20181 | 2017 | 20182 | 2017 | 2018 | 2017 | |||||||||||||||||||
| Colorado | 26 | 28 | 12 | 12 | 38 | 40 | ||||||||||||||||||
| Georgia | 0 | 0 | 2 | 0 | 2 | 0 | ||||||||||||||||||
| North Carolina | 0 | 0 | 11 | 9 | 11 | 9 | ||||||||||||||||||
| Oklahoma | 0 | 0 | 1 | 0 | 1 | 0 | ||||||||||||||||||
| Tennessee | 0 | 0 | 1 | 0 | 1 | 0 | ||||||||||||||||||
| Total: | 26 | 28 | 27 | 21 | 53 | 49 | ||||||||||||||||||
Franchise/License:
| State | Good Times Burgers & Frozen Custard | Bad Daddy's Burger Bar | Total | |||||||||||||||||||||
| 20181, 2 | 2017 | 20183 | 2017 | 2018 | 2017 | |||||||||||||||||||
| Colorado | 8 | 8 | 0 | 0 | 8 | 8 | ||||||||||||||||||
| North Carolina1 | 0 | 0 | 1 | 1 | 1 | 1 | ||||||||||||||||||
| South Carolina | 0 | 0 | 1 | 1 | 1 | 1 | ||||||||||||||||||
| Wyoming2 | 2 | 2 | 0 | 0 | 2 | 2 | ||||||||||||||||||
| Total: | 10 | 10 | 2 | 2 | 12 | 12 | ||||||||||||||||||
Results of Operations
The following presents certain historical financial information of our operations. This financial information includes results for our first three fiscal quarters ended June 26, 2018 and June 27, 2017.
Net Revenues.Net revenuesBad Daddy’s restaurant sales increased $3,315,000 to $21,080,000 for the quarter ended June 26, 2018 increased $4,473,000 or 20.6% to $26,175,00025, 2019 from $21,702,000 for the quarter ended June 27, 2017. Bad Daddy’s concept revenues increased $4,790,000 while our Good Times concept revenues decreased $317,000.
Good Times restaurant sales decreased $321,000 to $8,225,000 for the quarter ended June 26, 2018 from $8,546,000 for the quarter ended June 27, 2017. Good Times same store restaurant sales increased 3.8% during the quarter ended June 26, 2018 compared to the same prior-year quarter. To align Good Times’ same store sales calculations with same store sales calculations for Bad Daddy’s, beginning in fiscal 2018 Good Times restaurants are included in the same store sales calculation after they have been open a full eighteen months. Offsetting the same store sales increase restaurant sales decreased $300,000 from the same prior-year quarter due to one restaurant that is not included in same store sales that opened in March 2017 and decreased $310,000 due to two restaurants that were closed in January and April of 2018. The average menu price increase for the quarter ended June 26, 2018 over the same prior-year quarter was approximately 4.9%. Franchise revenues increased $4,000 for the quarter ended June 26, 2018 due to an increase in franchise fees offset by a decrease in restaurant sales at the franchise locations.
Bad Daddy’s restaurant sales increased $4,793,000 to $17,765,000 for the quarter ended June 26, 2018, from $12,972,000 for the quarter ended June 27, 2017, primarily attributable to the six new restaurants opened insubsequent to the third fiscal 2017 and the five new restaurants opened in the first three fiscal quartersquarter of 2018. Bad Daddy’s same store restaurant sales increased 0.5%decreased 0.7% during the quarter ended June 26, 201825, 2019 compared to the same prior-year quarter. Bad Daddy’s restaurants are included in same store sales after they have been open a full eighteen months. Comparable sales are calculated excluding weeks during which restaurants are closed for major remodels. The average menu price increase for the quarter ended June 26, 201825, 2019 over the same prior-year quarter was approximately 4.6%1.4%. There were fifteentwenty-four restaurants included in the same store sales base at the end of the quarter. Additionally, net revenues were decreasedincreased by $3,000 of lower$4,000 due to higher franchise royalties and license feesrevenues compared to the same prior-year quarter. Net revenues for the threeThe current and prior year quarters ended June 26, 2018 increased $15,948,000 or 28.2% to $72,444,000 from $56,496,000 for the three quarters ended June 27, 2017. Bad Daddy’s concept revenues increased $15,027,000 while our Good Times concept revenues increased $921,000.include franchise advertising contributions of $4,000.
Good Times restaurant sales increased $913,000decreased $125,000 to $23,223,000$8,100,000 for the three quartersquarter ended June 25, 2019 from $8,225,000 for the quarter ended June 26, 2018 from $22,310,000 for the three quarters ended June 27, 2017.2018. Good Times same store restaurant sales increased 4.9%2.8% during the three quartersquarter ended June 26, 201825, 2019 compared to the same prior-year quarters. Prior to fiscal 2018, restaurants were included in same store sales after they have been open a full fifteen months.quarter. To align Good Times’ same store sales calculations with same store sales calculations for Bad Daddy’s, beginning in fiscal 2018 Good Times restaurants are included in the same store sales calculation after they have been open a full eighteen months. Restaurant sales increased from the prior three quarters due to theThe same store sales increase and the opening of one new restaurant in March 2017, partiallywas offset by a decrease in restaurant sales relatedof $344,000 due to the two restaurantsone restaurant that closed in January and April of 2018. The average menu price increase2018 and one that was closed for three quarters ended June 26, 2018 overmost of the same prior-year quarters was approximately 4.4%. Franchise revenues increased $9,000current fiscal quarter for the three quarters ended June 26, 2018 due to an increase in franchise renewal fees.
Bad Daddy’s restaurant sales increased $15,035,000 to $48,706,000 for the three quarters ended June 26, 2018 from $33,671,000 for the three quarters ended June 27, 2017, primarily attributable to the six new restaurants opened in fiscal 2017 and the five new restaurants opened in the first three fiscal quarters of 2018. Bad Daddy’s same store restaurant sales increased 0.5% during the three quarters ended June 26, 2018 compared to the same prior-year quarters. Bad Daddy’s restaurants are included in same store sales after they have been open a full eighteen months.remodel. The average menu price increase for the three quartersquarter ended June 26, 201825, 2019 over the same prior-year quartersquarter was approximately 3.9%. There were fourteen restaurants included in the same store sales base at the end of the quarter. Additionally, netTotal franchise revenues were reduced by $9,000 of lower franchise royalties and license feesunchanged for the quarter ended June 25, 2019 at $176,000, compared to the prior-year quarters.
Restaurant Operating Costssame prior year quarter. The current and prior year quarters include franchise advertising contributions of $93,000 and $84,000, respectively.
Food and Packaging Costs. Food and packaging costs for the quarter ended June 26, 201825, 2019 increased $1,011,000$696,000 to $7,833,000 (30.1%$8,529,000 (29.2% of restaurant sales) from $6,822,000 (31.4% of restaurant sales) for the quarter ended June 27, 2017.
Good Times food and packaging costs were $2,654,000 (32.3%$7,833,000 (30.1% of restaurant sales) for the quarter ended June 26, 2018, down from $2,792,000 (32.7% of restaurant sales) for the quarter ended June 27, 2017. This decrease as a percent of sales is due primarily to the impact of higher menu pricing on flat to slightly lower commodity costs, the most significant declines in costs attributable to bacon.2018.
Bad Daddy’s food and packaging costs were $6,063,000 (28.8% of restaurant sales) for the quarter ended June 25, 2019, up from $5,179,000 (29.2% of restaurant sales) for the quarter ended June 26, 2018, up from $4,030,000 (31.1% of restaurant sales) for the quarter ended June 27, 2017.2018. This increase is primarily due to a greater number of operating restaurants during the current quarter versus the same quarter in the prior year. The decline as a percent of sales is primarily due to a sequential reduction in costcombination of higher menu prices, combined with lower costs of proteins, primarily beef, coupled with year-over-year increases in menu prices.
Food and packaging costs for the three quarters ended June 26, 2018 increased $4,563,000 to $22,154,000 (30.8% of restaurant sales) from $17,591,000 (31.4% of restaurant sales) for the three quarters ended June 27, 2017.beef.
Good Times food and packaging costs were $7,615,000 (32.8%$2,466,000 (30.4% of restaurant sales) for the three quartersquarter ended June 26, 2018, up25, 2019, down from $7,191,000 (32.2%$2,654,000 (32.3% of restaurant sales) for the three quarters ended June 27, 2017. Food and packaging costs were affected by higher commodity costs versus the year ago period during the first and second quarters of the year, primarily in beef and bacon, offset by flat to lower pricing during the third fiscal quarter. Food and packaging costs were additionally affected by increased discounting of kid’s meals during the first quarter of fiscal 2018.
Bad Daddy’s food and packaging costs were $14,539,000 (29.9% of restaurant sales) for the three quarters ended June 26, 2018, up from $10,400,000 (30.9% of restaurant sales) for the three quarters ended June 27, 2017. This increase is primarily due to a greater number of operating restaurants during the current quarter versus the same quarter in the prior year.2018. The declinedecrease as a percent of sales is due primarily due to a sequential reduction in cost of proteins, primarily beef,increased menu prices, coupled with year-over-year increases in menu prices.reduced beef prices, and targeted product changes.
Payroll and Other Employee Benefit Costs. Payroll and other employee benefit costs for the quarter ended June 26, 201825, 2019 increased $1,609,000$1,522,000 to $9,155,000 (35.2%$10,677,000 (36.6% of restaurant sales) from $7,546,000 (35.1%$9,155,000 (35.2% of restaurant sales) for the quarter ended June 27, 2017.26, 2018.
Bad Daddy’s payroll and other employee benefit costs were $7,851,000 (37.2% of restaurant sales) for the quarter ended June 25, 2019 up from $6,439,000 (36.2% of restaurant sales) in the same prior year period. The $1,412,000 increase was primarily attributable to the eight new restaurants opened in the last three quarters of fiscal 2018 and two new restaurants opened in the first three quarters of fiscal 2019. As a percent of sales, payroll and employee benefits costs increased by 1.0%, the result of increased wages for back of house staff in all states due to a competitive market for workers and statutory wage increases for front-of-house employees in Colorado, which in total exceeded the impact of our year-over-year menu price increases.
Good Times payroll and other employee benefit costs were $2,716,000 (33.0%$2,826,000 (34.9% of restaurant sales) in the quarter ended June 26, 2018, down25, 2019, up from $2,846,000 (33.3%$2,716,000 (33.0% of restaurant sales) in the same prior-yearprior year period. Payroll and other employee benefit costs decreased $232,000 fromincreased $187,000 for the same prior-year quarter due two storesrestaurants that were closedopen in January and April ofboth quarters in 2018 and one store that that opened in March 2017.2019. The decreaseincrease was offset bydue to higher average weekly sales and a $102,000 increase in costs related to the same store restaurant sales increase as well as an increase in thehigher average wage paid to our employees, whichemployees. The average wage increased approximately 8.9%10.8% in the quarter ended June 26, 201825, 2019 compared to the same prior year period. This average wage increase isperiod attributable to a very competitive labor market in Colorado and statutory increases in the minimum wage rate.
Bad Daddy’s payroll and other employee benefit costs were $6,439,000 (36.2% of restaurant sales) for the quarter ended June 26, 2018 up from $4,700,000 (36.2% of restaurant sales) in the same prior year period. The $1,739,000 increase was primarily attributable to the six new restaurants opened in fiscal 2017 and the five new restaurants opened in the first three quarters of 2018. As a percent of sales, payroll and employee benefits costs did not change from the prior year, as increased wages, particularly for kitchen workers, increased in all states due to a competitive market for workers, and as statutory wage increases for front-of-house employees in Colorado were offset by a greater number of restaurants operating in states subject to the federal tip credit laws.
Payroll and other employee benefit costs for the three quarters ended June 26, 2018 increased $5,860,000 to $26,076,000 (36.3% of restaurant sales) from $20,216,000 (36.1% of restaurant sales) for the three quarters ended June 27, 2017.
Good Times payroll and other employee benefit costs were $8,074,000 (34.8% of restaurant sales) in the three quarters ended June 26, 2018, up from $7,706,000 (34.5% of restaurant sales) in the same prior year period. $94,000 of the $368,000 increase in payroll and other employee benefit expenses was attributable to the new Good Times restaurant that opened in March 2017. The remaining $274,000 of the increase is primarily due to the increase in restaurant sales and an increase in the average wage paid to our employees, which increased approximately 8.5% in the three quarters ended June 26, 2018 compared to the same prior year period. This average wage increase is attributable to a very competitive labor market in Colorado and statutory increases in the minimum wage rate.
Bad Daddy’s payroll and other employee benefit costs were $18,002,000 (37.0% of restaurant sales) for the three quarters ended June 26, 2018 up from $12,510,000 (37.2% of restaurant sales) in the same prior year period. The $5,492,000 increase was primarily attributable to the six new restaurants opened in fiscal 2017 and the five new restaurants opened in the first three quarters of 2018. The decrease of 0.2% in payroll and other employee benefit costs as a percentage of restaurant sales was mainly$77,000 from the same prior-year quarter due to one store that closed in April of 2018 and one store that was closed for most of the current fiscal quarter for a higher percentage of restaurants outside of Colorado than last year, states in which there is a lower statutory minimum wage for tipped employees as compared to Colorado, partially offset by higher wages rates for back-of-house employees.remodel.
Occupancy Costs. Occupancy costs for the quarter ended June 26, 201825, 2019 increased $366,000$241,000 to $1,850,000 (7.1%$2,091,000 (7.2% of restaurant sales) from $1,484,000 (6.9% of restaurant sales) for the quarter ended June 27, 2017.
Good Times occupancy costs were $694,000 (8.4% of restaurant sales) in the quarter ended June 26, 2018, up from $693,000 (8.1% of restaurant sales) in the same prior year period. Occupancy costs decreased $24,000 compared to the same prior year period due to the two restaurants closed in 2018 offset by an increase of $25,000 in the remaining restaurants.
Bad Daddy’s occupancy costs were $1,156,000 (6.5%$1,850,000 (7.2% of restaurant sales) for the quarter ended June 26, 20182018.
Bad Daddy’s occupancy costs were $1,391,000 (6.6% of restaurant sales) for the quarter ended June 25, 2019 up from $791,000 (6.1%$1,156,000 (6.5% of restaurant sales) in the same prior year period. The $365,000$235,000 increase was primarily attributable to the six new restaurants opened in fiscal 2017 andsubsequent to the five new restaurants opened inend of the first three quartersthird quarter of 2018.
Occupancy costs for the three quarters ended June 26, 2018 increased $1,071,000 to $5,278,000 (7.3% of restaurant sales) from $4,207,000 (7.5% of restaurant sales) for the three quarters ended June 27, 2017.
Good Times occupancy costs were $2,164,000 (9.3%$700,000 (8.6% of restaurant sales) in the three quartersquarter ended June 26, 2018,25, 2019, up from $2,075,000 (9.3%$694,000 (8.4% of restaurant sales) in the same prior year period. The $6,000 increase was primarily attributable to the new Good Times restaurant that openedan increase in March 2017.
Bad Daddy’s occupancyproperty taxes and common area costs were $3,114,000 (6.4% of restaurant sales) for the three quarters ended June 26, 2018 up from $2,132,000 (6.3% of restaurant sales) incompared to the same prior year period. The $982,000 increase was primarily attributable to the six new restaurants opened in fiscal 2017 and the five new restaurants opened in the first three quarters of 2018.
Other Operating Costs. Other operating costs for the quarter ended June 26, 2018,25, 2019, increased $477,000$616,000 to $2,373,000 (9.1%$2,989,000 (10.2% of restaurant sales) from $1,896,000 (8.8%$2,373,000 (9.1% of restaurant sales) for the quarter ended June 27, 2017.26, 2018.
Good TimesBad Daddy’s other operating costs were $648,000 (7.9%$2,339,000 (11.1% of restaurant sales) infor the quarter ended June 26, 2018, down25, 2019 up from $680,000 (8.0%$1,725,000 (9.7% of restaurant sales) in the same prior year period. The decrease$614,000 increase was primarily attributable to the eight new restaurants opened in the last two quarters of fiscal 2018 and two new restaurants that closedopened in 2018.the first two quarters of fiscal 2019. The percentage increase was primarily attributable to higher costs of general restaurant supplies and approximately $183,000 of increased commissions paid to delivery service providers in the current quarter which were not incurred in the prior year quarter.
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Bad Daddy’sGood Times other operating costs were $1,725,000 (9.7%$650,000 (8.0% of restaurant sales) forin the quarter ended June 26, 201825, 2019, up from $1,216,000 (9.4%$648,000 (7.9% of restaurant sales) in the same prior year period. The $509,000 increase was primarily attributable to the six new restaurants opened in fiscal 2017 and the five new restaurants opened in the first three quarters of 2018. The percentage increase was primarily attributable to higher costcosts of general restaurant supplies and approximately $25,000 of commissions paid to delivery service providers in the current yearquarter which were not incurred in the prior year.
Other operating costs for the three quarters ended June 26, 2018, increased $1,623,000 to $6,626,000 (9.2% of restaurant sales) from $5,003,000 (8.9% of restaurant sales) for the three quarters ended June 27, 2017.
Good Times other operating costs were $1,891,000 (8.1% of restaurant sales) in the three quarters ended June 26, 2018, up from $1,833,000 (8.2% of restaurant sales) in the same prior year period.quarter. The increase was primarily attributable to increases in repairs and maintenance and bank credit card fees as well as the new Good Times restaurant that opened in March 2017.
Bad Daddy’s other operating costs were $4,735,000 (9.7% of restaurant sales) for the three quarters ended June 26, 2018 up from $3,170,000 (9.4% of restaurant sales) in the same prior year period. The $1,565,000 increase was primarily attributable to the six new restaurants opened in fiscal 2017 and the five new restaurants opened in the first three quarters of 2018. The percentage increase was primarily attributable to higher cost of general restaurant supplies and commissions paid to delivery service providers in the current year which were not incurredquarter was offset by a $19,000 decrease in costs due to one restaurant that closed in April 2018 and one that was closed for most of the prior yearcurrent fiscal quarter for a remodel.
New Store Preopening Costs. In the quarter ended June 26, 2018,25, 2019, we incurred $610,000$129,000 of preopening costs compared to $819,000 for the quarter ended June 27, 2017.
Good Times preopening costs were $0 for the quarter ended June 26, 2018 compared to $46,000 in the same prior year period. The prior year costs were related to a new restaurant that opened in March 2017.
Bad Daddy’s preopening costs were $610,000 for the quarter ended June 26, 2018 compared2018. All of the preopening costs are related to $773,000 in the same prior year period. our Bad Daddy’s restaurants.
Preopening costs in the current quarter are primarily attributable one restaurant that opened in Georgia in the second quarter andto two restaurants that openedwill open in AprilAugust and June 2018.September of 2019. In the prior-year period, pre-opening costs are related to the one Bad Daddy’s restaurantsrestaurant opened during 2017 in Coloradothe second fiscal quarter of 2018 and North Carolina.
In the three quarters ended June 26, 2018, we incurred $1,683,000 of preopening costs compared to $1,737,000 for the three quarters ended June 27, 2017.
Good Times preopening costs were $0 for the three quarters ended June 26, 2018 compared to $150,000 in the same prior year period. The prior year costs were related to a new restaurant that opened in March 2017.
Bad Daddy’s preopening costs were $1,683,000 for the three quarters ended June 26, 2018 compared to $1,587,000 in the same prior year period. Preopening costs in the current three quarters are primarily attributable to five restaurantsfour that opened during the first three quarters. Inthird and fourth quarters of fiscal 2018.
Preopening costs typically occur over a period of approximately five months, although the prior-year period, pre-opening costs are relatedexact timing varies by location. We typically spend approximately $275,000 to the Bad Daddy’s restaurants opened during 2017 in Colorado and North Carolina.$350,000 per location.
Depreciation and Amortization Costs. Depreciation and amortization costs for the quarter ended June 26, 2018,25, 2019, increased $184,000$167,000 to $1,104,000 from $753,000 in the quarter ended June 27, 2017 to $937,000.
Good Times depreciation costs increased $22,000 from $217,000 in the quarter ended June 27, 2017 to $239,000$937,000 in the quarter ended June 26, 2018. The increase was primarily attributable to the new Good Times restaurant that opened in March 2017.
Bad Daddy’s depreciation and amortization costs increased $162,000 from $536,000 inwere $863,000 for the quarter ended June 27, 2017 to25, 2019 up from $698,000 in the quarter ended June 26, 2018.same prior year period. This increase was mainly attributable to the six new restaurants opened insubsequent to the third quarter of fiscal 2017 and the five new restaurants opened in the first three quarters of 2018.
Depreciation and amortization costs for the three quarters ended June 26, 2018, increased $579,000 from $2,086,000 in the three quarters ended June 27, 2017 to $2,665,000.
Good Times depreciation and amortization costs increased $94,000were $241,000 for the quarter ended June 25, 2019 up from $598,000$239,000 in the three quarters ended June 27, 2017 to $692,000 in the three quarters ended June 26, 2018. The increase was primarily attributable to the new Good Times restaurant that opened in March 2017.
Bad Daddy’s depreciation costs increased $485,000 from $1,488,000 in the three quarters ended June 27, 2017 to $1,973,000 in the three quarters ended June 26, 2018. The $485,000 increase was primarily attributable to the six new restaurants opened in fiscal 2017 and the five new restaurants opened in the first three quarters of 2018.same prior year period.
General and Administrative Costs. General and administrative costs for the quarter ended June 26, 2018,25, 2019, increased $238,000$75,000 to $2,069,000 (7.9%$2,144,000 (7.3% of total revenue) from $1,831,000 (8.4%$2,069,000 (7.8% of total revenues) for the quarter ended June 27, 2017.26, 2018.
The $238,000$75,000 increase in general and administrative expenses in the quarter ended June 26, 201825, 2019 is primarily attributable to:
| · | Increase in salaries, wages, and employee benefit costs associated with manager training of |
| · | Decrease in |
| · | Increase in stock compensation expense of $21,000 |
| · | Increase in costs associated with district management of $75,000, primarily related to additional district management for our east coast Bad Daddy’s markets, partially offset by reductions in the Colorado market costs for both Bad Daddy’s and Good Times |
| · | Increase in training and recruiting costs of $15,000 |
| · | Decrease in professional fees, director’s fees and financial relations of |
General and administrative costsprior year quarter for the three quarters ended June 26, 2018, increased $662,000 to $5,884,000 (8.1% of total revenue) from $5,222,000 (9.2% of total revenues) for the three quarters ended June 27, 2017.
The $662,000 increase in general and administrative expenses in the three quarters ended June 26, 2018 is primarily attributable to:
| · | Increase in |
| · | Net increases in all other expenses of |
TotalWe expect total general and administrative costs will continueincrease in support of additional Bad Daddy’s restaurants, particularly related to increase as we build up our infrastructure to support the growth of both of our brands,district management and manager training expenses, however we anticipate theysuch costs will continue to decrease as a percentage of revenue as additional restaurants are developed.revenue.
Advertising Costs. Advertising costs for the quarter ended June 26, 2018,25, 2019, increased $51,000$13,000 to $565,000 (2.2%$666,000 (2.3% of restaurant sales)total revenue) from $514,000 (2.4%$653,000 (2.5% of restaurant sales)total revenue) for the quarter ended June 27, 2017.
26, 2018. The decline as a percentage of revenues is primarily due to the growth of the Bad Daddy’s segment, which has lower advertising costs as a percentage of revenue compared to the Good Times advertising costs were $372,000 (4.5% of restaurant sales) in the quarter ended June 26, 2018 compared to $382,000 (4.5% of restaurant sales) in the same prior year period.segment.
Bad Daddy’s advertising costs were $193,000 (1.1%$212,000 (1.0% of restaurant sales)total revenue) in the quarter ended June 26, 201825, 2019 compared to $132,000 (1.0%$197,000 (1.1% of restaurant sales)total revenue) in the same prior year period. The $61,000$15,000 increase was primarily attributable to the six new restaurants opened subsequent to the end of the third quarter of 2018, partially offset by a reduction in fiscal 2017local store marketing. The current and the five new restaurants opened in the first threeprior year quarters include advertising costs of 2018.
Advertising$4,000 of costs for the three quarters ended June 26, 2018, increased $230,000 to $1,587,000 (2.2% of restaurant sales) from $1,357,000 (2.4% of restaurant sales) for the three quarters ended June 27, 2017.associated with franchise advertising contributions.
Good Times advertising costs were $1,062,000 (4.6%$454,000 (5.5% of restaurant sales)total revenue) in the three quartersquarter ended June 26, 201825, 2019 compared to $1,004,000 (4.5%$456,000 (5.6% of restaurant sales)total revenue) in the same prior year period.
Bad Daddy’s advertising costs were $525,000 (1.1% of restaurant sales) in the three quarters ended June 26, 2018 compared This $2,000 decline is due primarily to $353,000 (1.0% of restaurant sales) in the same prior year period. The $172,000 increase was primarily attributable to the six new restaurants opened in fiscal 2017 and the five new restaurants opened in the first three quarters of 2018.
Good Times advertising costs consists primarily ofreduced contributions made to the advertising materials fund due to the restaurant that closed in April 2018 and the restaurant that was closed for most of the current quarter for a regional advertising cooperative based on a percentage of restaurant sales. We anticipate that for the balance of fiscal 2018 Good Timesremodel. The current and prior year quarters include advertising costs will remain consistent as a percentage of restaurant sales$93,000 and will consist primarily$84,000, respectively, of televisioncosts associated with franchise advertising social media and on-site and point-of-purchase merchandising totaling approximately 4.5% of restaurant sales.contributions.
Bad Daddy’s advertising costs consist primarily of contributions made to the advertising materials fund based on a percentage of restaurant sales as well as local store marketing efforts.
Franchise Costs. FranchiseGood Times advertising costs were $11,000consists primarily of contributions made to the advertising materials fund and $28,000a regional advertising cooperative based on a percentage of restaurant sales which are used to provide television and radio advertising, social media and on-site and point-of-purchase. Advertising costs are presented gross, with franchisee contributions to the fund being recognized as a component of franchise revenues. As a percentage of total revenue, we expect advertising costs to remain relatively stable at approximately 5.5% of total revenue for the quarters ended June 26, 2018 and June 27, 2017, respectively.Good Times segment.
Franchise Costs.Franchise costs were $32,000$8,000 and $80,000$11,000 for the three quarters ended June 25, 2019 and June 26, 2018, and June 27, 2017, respectively.
The costs are primarily related to the Good Times franchised restaurants. The year-over-year declines in both the current quarter and the year-to-date period are due to improved efficiencies associated with a reorganization of franchise support for the Good Times brand.
Asset impairment costs.Asset impairment costs were $72,000 and $0 for the three quarters ended June 26, 2018 and June 27, 2017, respectively. The costs are related to a Good Times restaurant that was closed and subleased in April 2018.
GainLoss (gain) on Restaurant Asset Disposals. The gainloss on restaurant asset disposals for the quarter ended June 26, 201825, 2019 was $9,000$44,000 compared to a gain of $6,000 in$9,000 for the quarter ended June 27, 2017.
26, 2018. The gain on restaurant asset disposals for the three quarters ended June 26, 2018 was $26,000 compared to a gain of $17,000loss in the three quarters ended June 27, 2017.
current quarter is primarily associated with the write down of assets no longer in use, offset by deferred gains on previous sale lease-back transactions on two Good Times restaurants. The gain in both periodsthe prior period is primarily related to deferred gains on previous sale lease-back transactions on two Good Times restaurants.
Income (loss) from Operations. Income from operations was $1,076,000 in the quarter ended June 25, 2019 compared to income from operations of $781,000 in the quarter ended June 26, 2018 compared to $15,000 in the quarter ended June 27, 2017.
Income from operations was $413,000 in the three quarters ended June 26, 2018 compared to a loss from operations of ($986,000) in the three quarters ended June 27, 2017.2018.
The change in income from operations for the three quarters ended June 26, 2018 isquarter was due primarily to matters discussed in the "Net Revenues”, "Restaurant Operating Costs", “Asset Impairment Costs” and "General and Administrative Costs" sections above.
Net Income (loss). Net income was $685,000$873,000 for the quarter ended June 26, 201825, 2019 compared to a net lossincome of ($35,000)$685,000 in the quarter ended June 27, 2017.
Net income was $143,000 for the three quarters ended June 26, 2018 compared to a net loss of ($1,092,000) in the three quarters ended June 27, 2017.2018.
The change fromin net income for the three quarters ended June 26, 2018 to the three quarters ended June 27, 2017quarter was primarily attributable to the matters discussed in the "Net Revenues", "Restaurant Operating Costs", “Asset Impairment Costs” and "General and Administrative Costs", as well as an increase in net interest expense of $165,000$106,000 for the three quarters ended June 27, 2017current quarter, compared to the same prior year period.
Income Attributable to Non-Controlling Interests.The non-controlling interest represents the limited partners’ or members’ share of income in the Good Times and Bad Daddy’s joint-venturejoint venture restaurants.
For the quarter ended June 26, 2018,25, 2019, the income attributable to non-controlling interests was $381,000$333,000 compared to $212,000$381,000 for the quarter ended June 27, 2017.26, 2018.
$142,000Current quarter income of the current quarter’s income$186,000 is attributable to non-controlling partners in the BDI joint-venture restaurants, compared to $238,000 in the same prior year period. This decrease is due to the elimination of non-controlling interest beginning in the second fiscal quarter associated with the repurchase of interests in the three Raleigh area restaurants offset by an increase in joint venture store operating weeks due to two new joint venture restaurants opened during the final quarter of fiscal 2018. Current quarter income of $147,000 is attributable to non-controlling partners in the Good Times joint-venture restaurants, compared to $104,000$143,000 in the same prior year period. $239,000 of
Fiscal three quarters ended June 25, 2019 compared to fiscal three quarters ended June 26, 2018:
Net Revenues.Net revenues for the current quarter’s income isthree quarters ended June 25, 2019 increased $9,292,000 or 12.8% to $81,999,000 from $72,707,000 for the quarter ended June 26, 2018. Bad Daddy’s concept revenues increased $11,011,000 while our Good Times concept revenues decreased $1,719,000.
Bad Daddy’s restaurant sales increased $11,008,000 to $59,714,000 for the three quarters ended June 25, 2019 from $48,706,000 for the three quarters ended June 26, 2018, primarily attributable to the BDI joint-venturenine new restaurants opened in fiscal 2018 and two new restaurant opened in the three quarters ended June 25, 2019. Bad Daddy’s same store restaurant sales increased 0.2% during the three quarters ended June 25, 2019 compared to $108,000the same prior-year period. Bad Daddy’s restaurants are included in same store sales after they have been open a full eighteen months. Comparable sales are calculated excluding weeks during which restaurants are closed for major remodels. The average menu price increase for the three quarters ended June 25, 2019 over the same prior-year period was approximately 2.2%. There were twenty-four restaurants included in the same store sales base at the end of the quarter. Franchise revenues increased $3,000 for the three quarters ended June 25, 2019 compared to the same prior-year period. The current and prior year periods include franchise advertising contributions of $11,000 and $12,000, respectively.
Good Times restaurant sales decreased $1,656,000 to $21,567,000 for the three quarters ended June 25, 2019 from $23,223,000 for the three quarters ended June 26, 2018. Good Times same store restaurant sales decreased 3.1% during the three quarters ended June 25, 2019 compared to the same prior-year period. Good Times sales were negatively affected in the first two fiscal quarters of 2019 by abnormally cold and wet weather in Colorado. To align Good Times’ same store sales calculations with same store sales calculations for Bad Daddy’s, beginning in fiscal 2018 Good Times restaurants are included in the same store sales calculation after they have been open a full eighteen months. Restaurant sales decreased $636,000 due to two restaurants that were closed in January and April of 2018, restaurant sales also decreased $287,000 due to one restaurant that was closed for most of the third fiscal quarter for a remodel. The average menu price increase for the three quarters ended June 25, 2019 over the same prior-year period was approximately 3.5%. Franchise revenues decreased $41,000 for the three quarters ended June 25, 2019, compared to the same prior year period.period, primarily due to one franchise location that closed in September 2018 and one location that was temporarily closed due to a fire that occurred in April 2018, the restaurant subsequently reopened in March 2019. The current and prior year quarters include franchise advertising contributions of $228,000 and $251,000, respectively.
Food and Packaging Costs. Food and packaging costs for the three quarters ended June 25, 2019 increased $1,801,000 to $23,955,000 (29.5% of restaurant sales) from $22,154,000 (30.8% of restaurant sales) for the three quarters ended June 26, 2018. This $131,000 increase is primarily due to a greater number of joint-ventureoperating restaurants during the current period versus the same period in the prior year.
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Bad Daddy’s food and packaging costs were $17,136,000 (28.7% of restaurant sales) for the three quarters ended June 25, 2019, up from $14,539,000 (29.9% of restaurant sales) for the three quarters ended June 26, 2018. This increase is primarily due to a greater number of operating restaurants during the current period versus the same period in the prior year. The decline as a percent of sales is primarily due to a combination of higher menu prices, combined with lower costs of proteins, primarily beef.
Good Times food and packaging costs were $6,819,000 (31.6% of restaurant sales) for the three quarters ended June 25, 2019, down from $7,615,000 (32.8% of restaurant sales) for the three quarters ended June 26, 2018. In addition to the factors affecting the quarter ending June 25, 2019, current year food and packaging costs at Good Times were favorably affected by the increased discounting of kid’s meals that was in place during the first quarter of fiscal 2018.
Payroll and Other Employee Benefit Costs. Payroll and other employee benefit costs for the three quarters ended June 25, 2019 increased $4,382,000 to $30,458,000 (37.5% of restaurant sales) from $26,076,000 (36.3% of restaurant sales) for the three quarters ended June 26, 2018.
Bad Daddy’s payroll and other employee benefit costs were $22,502,000 (37.7% of restaurant sales) for the three quarters ended June 25, 2019 up from $18,002,000 (37.0% of restaurant sales) in the same prior year period. The $4,500,000 increase was primarily attributable to the nine new restaurants opened during fiscal 2018 and two new restaurants opened during the three quarters ended June 25, 2019. As a percent of sales, payroll and employee benefits costs increased by 0.7%, the result of increased wages for back of house staff in all states due to a competitive market for workers and statutory wage increases for front-of-house employees in Colorado, which in total exceeded the impact of our year-over-year menu price increases.
Good Times payroll and other employee benefit costs were $7,956,000 (36.9% of restaurant sales) in the three quarters ended June 25, 2019, down from $8,074,000 (34.8% of restaurant sales) in the same prior year period. Payroll and other employee benefit costs decreased $335,000 from the same prior-year quarters due two stores that were closed in January and April of 2018 and one store that was closed for most of the third fiscal quarter for a remodel. The decrease was offset by an increase in payroll and other employee benefit costs of $217,000 primarily due to the average wage paid to our employees. The average wage increased approximately 10.5% in the three quarters ended June 25, 2019 compared to the same prior year period. This average wage increase is attributable to a very competitive labor market in Colorado and statutory increases in the minimum wage rate.
Occupancy Costs. Occupancy costs for the three quarters ended June 25, 2019 increased $943,000 to $6,221,000 (7.7% of restaurant sales) from $5,278,000 (7.3% of restaurant sales) for the three quarters ended June 26, 2018.
Bad Daddy’s occupancy costs were $4,022,000 (6.7% of restaurant sales) for the three quarters ended June 25, 2019 up from $3,114,000 (6.4% of restaurant sales) in the same prior year period. The $908,000 increase was primarily attributable to the nine new restaurants opened in fiscal 2018 and two new restaurants opened in the three quarters ended June 25, 2019.
Good Times occupancy costs were $2,199,000 (10.2% of restaurant sales) in the three quarters ended June 25, 2019, up from $2,164,000 (9.3% of restaurant sales) in the same prior year period. The $35,000 increase was primarily attributable to an increase in property taxes and common area costs compared to the same prior year period, and the increase as a percentage of sales is due to the deleveraging impact of lower average unit volumes.
Other Operating Costs. Other operating weekscosts for the three quarters ended June 25, 2019, increased $1,775,000 to $8,401,000 (10.3% of restaurant sales) from $6,626,000 (9.2% of restaurant sales) for the three quarters ended June 26, 2018.
Bad Daddy’s other operating costs were $6,560,000 (11.0% of restaurant sales) for the three quarters ended June 25, 2019 up from $4,735,000 (9.7% of restaurant sales) in the same prior year period. The $1,825,000 increase was primarily attributable to the nine new restaurants opened in fiscal 2018 and two new restaurants opened in the three quarters ended June 25, 2019. The percentage increase was primarily attributable to higher costs of general restaurant supplies and approximately $484,000 of increased commissions paid to delivery service providers in the current year which were not incurred in the prior year.
Good Times other operating costs were $1,841,000 (8.5% of restaurant sales) in the three quarters ended June 25, 2019, down from $1,891,000 (8.2% of restaurant sales) in the same prior year period. The decrease was primarily attributable to the two restaurants that closed in 2018. The increase as a percentage of sales is due to the deleveraging impact of lower average unit volumes.
New Store Preopening Costs. In the three quarters ended June 25, 2019, we incurred $949,000 of preopening costs compared to $1,683,000 for the three quarters ended June 26, 2018. All of the preopening costs are related to our Bad Daddy’s restaurants.
Preopening costs in the three quarters ended June 25, 2019 are primarily attributable to four restaurants that opened between the final fiscal quarter of 2018 and third fiscal quarter of 2019 as well as to two restaurants that will open later in fiscal 2019. In the prior-year period, pre-opening costs are related to the seven Bad Daddy’s restaurants opened between the first and fourth fiscal quarters of 2018.
Preopening costs typically occur over a period of approximately five months, although the exact timing varies by location. We typically spend approximately $275,000 to $350,000 per location.
Depreciation and Amortization Costs. Depreciation and amortization costs for the three quarters ended June 25, 2019, increased $562,000 to $3,227,000 from $2,665,000 in the three quarters ended June 26, 2018.
Bad Daddy’s depreciation and amortization costs were $2,542,000 for the three quarters ended June 25, 2019 up from $1,973,000 in the same prior year period. This increase was mainly attributable to the nine new restaurants opened in fiscal 2018 and two new restaurants opened in the three quarters ended June 25, 2019.
Good Times depreciation and amortization costs were $685,000 for the three quarters ended June 25, 2019 down from $692,000 in the same prior year period.
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General and Administrative Costs. General and administrative costs for the three quarters ended June 25, 2019, increased $514,000 to $6,398,000 (7.8% of total revenue) from $5,884,000 (8.1% of total revenues) for the three quarters ended June 26, 2018.
The $514,000 increase in general and administrative expenses in the three quarters ended June 25, 2019 is primarily attributable to:
| · | Increase in salaries, wages, and employee benefit costs associated with manager training of $305,000 |
| · | Decrease in shared services salaries, wages, and employee benefit costs of $106,000 |
| · | Increase in costs associated with district management of $183,000, primarily related to additional district management for our east coast Bad Daddy’s markets, partially offset by a reduction in the Colorado market costs for our Good Times locations |
| · | Increase in training and recruiting costs of $85,000 |
| · | Decrease in professional fees, director’s fees and financial relations of $111,000 primarily attributable to costs in the prior year quarter for legal expenses related to the Company’s response to SEC filings by shareholders affiliated with two former directors, payments to departing directors pursuant to a settlement agreement with shareholders affiliated with two directors, and professional services associated with a one-time option exchange and the establishment of a new equity compensation plan to replace the former plan which had expired |
| · | Increase in preliminary site costs of $37,000 |
| · | Increase in dues and subscriptions of $39,000 primarily due to a commodity contract management tool |
| · | Net increases in all other expenses of $82,000 |
We expect total general and administrative costs will increase in support of additional Bad Daddy’s restaurants, particularly related to district management and manager training expenses, however we anticipate such costs will decrease as a percentage of revenue.
Advertising Costs. Advertising costs for the three quarters ended June 25, 2019, decreased $9,000 to $1,841,000 (2.2% of total revenue) from $1,850,000 (2.5% of total revenue) for the three quarters ended June 26, 2018. The decline as a percentage of revenues is primarily due to the growth of the Bad Daddy’s segment, which has lower advertising costs as a percentage of revenue compared to the Good Times segment.
Bad Daddy’s advertising costs were $654,000 (1.1% of total revenue) in the three quarters ended June 25, 2019 compared to $538,000 (1.1% of total revenue) in the same prior year period. The $116,000 increase was primarily attributable to the nine new restaurants opened during the final three quarters of fiscal 2018 and first two fiscal quarters of 2019, as well as a media buy during the first quarter of fiscal 2019 in Colorado that was not covered by the ad fund contributions. The current and prior year quarters include advertising costs of $11,000 and $12,000, respectively, of costs associated with franchise advertising contributions.
Good Times advertising costs were $1,187,000 (5.4% of total revenue) in the three quarters ended June 25, 2019 compared to $1,312,000 (5.5% of total revenue) in the same prior year period. This $125,000 decline is due primarily to reduced contributions to the advertising fund due to the two restaurants that closed during fiscal 2018 and lower sales among existing company- and franchisee-owned restaurants. The current and prior year quarters include advertising costs of $228,000 and $251,000, respectively, of costs associated with franchise advertising contributions.
Bad Daddy’s advertising costs consist primarily of contributions made to the advertising materials fund based on a percentage of restaurant sales as well as local store marketing efforts.
Good Times advertising costs consists primarily of contributions made to the advertising materials fund and a regional advertising cooperative based on a percentage of restaurant sales which are used to provide television and radio advertising, social media and on-site and point-of-purchase. Advertising costs are presented gross, with franchisee contributions to the fund being recognized as a component of franchise revenues. As a percentage of total revenue, we expect advertising costs to remain relatively stable at approximately 5.5% of total revenue for the Good Times segment.
Franchise Costs. Franchise costs were $31,000 and $32,000 for the three quarters ended June 25, 2019 and June 26, 2018, respectively. The costs are primarily related to the Good Times franchised restaurants.
Asset impairment costs.There were no asset impairment costs for the three quarters ended June 25, 2019 and asset impairment costs were $72,000 for the three quarters ended June 26, 2018. The costs are related to a Good Times restaurant that was closed and subleased in April 2018, as described in Note 9 to the financial statements.
Loss (gain) on Restaurant Asset Disposals. The loss on restaurant asset disposals for the three quarters ended June 25, 2019 was $5,000 compared to a gain of $26,000 in the three quarters ended June 26, 2018. The loss of $5,000 in the current period is comprised of: 1) a $27,000 deferred gain related to previous sale lease-back transactions on two Good Times restaurants, 2) a gain of $21,000 related to insurance claim reimbursements where assets were destroyed, offset by 3) a $53,000 loss associated with the write down of assets no longer in use. The gain of $26,000 in the prior year period is related to deferred gains on previous sale lease-back transactions on two Good Times restaurants.
Income from Operations. Income from operations was $513,000 in the three quarters ended June 25, 2019 compared to income from operations of $413,000 in the three quarters ended June 26, 2018.
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The change in income from operations for the quarter and year-to-date was due primarily to matters discussed in the "Net Revenues”, "Restaurant Operating Costs", “Asset Impairment Costs” and "General and Administrative Costs" sections above.
Net Income (loss). The net loss was $49,000 for the three quarters ended June 25, 2019 compared to net income of $143,000 in the three quarters ended June 26, 2018.
The change in net income (loss) for the three quarters was primarily attributable to the matters discussed in the "Net Revenues", "Restaurant Operating Costs", “Asset Impairment Costs” and "General and Administrative Costs", as well as an increase in net interest expense $291,000 for the three quarters ended June 26, 2018, compared to the same prior year period.
Income Attributable to Non-Controlling Interests.The non-controlling interest represents the limited partners’ or members’ share of income in the Good Times and Bad Daddy’s joint venture restaurants.
For the three quarters ended June 26, 2018,25, 2019, the income attributable to non-controlling interests was $853,000$912,000 compared to $499,000$853,000 for the three quarters ended June 27, 2017. $296,000 of26, 2018.
Income for the current three quarter’s incomequarters of $671,000 is attributable to non-controlling partners in the BDI joint-venture restaurants, compared to $556,000 in the same prior year period. This $115,000 increase is due to an increase in joint venture store operating weeks due to two new joint venture restaurants opened during the final quarter of fiscal 2018, offset by the elimination of non-controlling interest beginning in the second fiscal quarter associated with the repurchase of interests associated with the three Raleigh area restaurants. Income for the current three quarters of $241,000 is attributable to the non-controlling partners in the Good Times joint-venture restaurants, compared to $266,000 in the same prior year period. $557,000 of the current three quarter’s income is attributable to the BDI joint-venture restaurants, compared to $233,000$297,000 in the same prior year period. This $324,000 increasedecline is primarily due to a greater numberthe reduction in profitability of joint-venture store operating weeks in the current three quarters compared to the same prior year period.seven co-developed Good Times restaurants.
Adjusted EBITDA
EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization.
Adjusted EBITDA is defined as EBITDA plus non-cash stock-based compensation expense, preopening expense, non-recurring acquisition costs, GAAP rent in excess of cash rent, and non-cash disposal of assets. Adjusted EBITDA is intended as a supplemental measure of our performance that is not required by or presented in accordance with GAAP. We believe that EBITDA and Adjusted EBITDA provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. Our management uses EBITDA and Adjusted EBITDA (i) as a factor in evaluating management's performance when determining incentive compensation and (ii) to evaluate the effectiveness of our business strategies.
We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company's financial measures with other fast casual restaurants, which may present similar non-GAAP financial measures to investors. In addition, you should be aware when evaluating EBITDA and Adjusted EBITDA that in the future we may incur expenses similar to those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate Adjusted EBITDA in the same fashion.
Our management does not consider EBITDA or Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of EBITDA and Adjusted EBITDA is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company's financial statements. Some of these limitations are:
| · | Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
| · | Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
| · | Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; |
| · | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; |
| · | stock based compensation expense is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing performance for a particular period; |
| · | Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and |
| · | other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.as a supplemental measure. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.
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The following table reconciles net loss to EBITDA and Adjusted EBITDA(in thousands) for the fiscal third quarters:second quarter and year-to-date periods:
| Third Quarter | Year to Date | Quarter Ended | Year-to-Date | |||||||||||||||||||||||||||||
| 2018 | 2017 | 2018 | 2017 | June 25, 2019 | June 26, 2018 | June 25, 2019 | June 26, 2018 | |||||||||||||||||||||||||
| Adjusted EBITDA: | ||||||||||||||||||||||||||||||||
| Net income (loss), as reported | $ | 304 | $ | (247 | ) | $ | (710 | ) | $ | (1,591 | ) | $ | 540 | $ | 304 | $ | (961 | ) | $ | (710 | ) | |||||||||||
| Depreciation and amortization | 897 | 727 | 2550 | 2,001 | 1,096 | �� | 897 | 3,157 | 2,550 | |||||||||||||||||||||||
| Interest expense, net | 97 | 50 | 272 | 108 | 202 | 97 | 561 | 272 | ||||||||||||||||||||||||
| EBITDA | 1,298 | 530 | 2,112 | 518 | 1,838 | 1,298 | 2,757 | 2,112 | ||||||||||||||||||||||||
| Preopening expense | 565 | 685 | 1,541 | 1,400 | 128 | 565 | 928 | 1,541 | ||||||||||||||||||||||||
| Non-cash stock-based compensation | 88 | 205 | 303 | 609 | 110 | 88 | 331 | 303 | ||||||||||||||||||||||||
| GAAP rent in excess of cash rent | (35 | ) | (18 | ) | (51 | ) | (34 | ) | ||||||||||||||||||||||||
| Non-cash disposal of asset | (9 | ) | (6 | ) | (26 | ) | (17 | ) | ||||||||||||||||||||||||
| GAAP rent-cash rent difference | (44 | ) | (35 | ) | (50 | ) | (51 | ) | ||||||||||||||||||||||||
| Gain on disposal of assets | 44 | (9 | ) | 5 | (26 | ) | ||||||||||||||||||||||||||
| Asset impairment charge | 0 | 0 | 72 | 0 | - | - | - | 72 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 1,907 | $ | 1,396 | $ | 3,951 | $ | 2,476 | $ | 2,076 | $ | 1,907 | $ | 3,971 | $ | 3,951 | ||||||||||||||||
Liquidity and Capital Resources
Cash and Working Capital
As of June 26, 2018,25, 2019, we had a working capital deficit of $2,824,000.$3,241,000. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day, or in the case of credit or debit card transactions, within severala few days of the related sale, and we typically have two to four weeks to pay our vendors. This benefitThe working capital deficit may increase when new Bad Daddy’s and Good Times restaurants are opened. We believe that with our ability to access the Cadence Bank credit facility in addition to cash flow generated from our existing restaurants, that we will have sufficient capital to meet our working capital, long term debt obligations and recurring capital expenditure needs in fiscal 2018.2019. As of June 26, 2018,25, 2019, we had total$1,487,000 of commitments outstanding of $1,379,000 related to construction contracts for four Bad Daddy’s restaurants currently under development. We anticipate these commitments will be funded out of existing cash or future borrowings against the Cadence Bank credit facility.
Financing
On September 8, 2016, theThe Company entered intomaintains a credit agreement with Cadence Bank (“Cadence”) pursuant to which, as amended, Cadence agreed to loan the Company up to $9,000,000$17,000,000 with a maturity date of December 31, 2021 (the “Cadence Credit Facility”). On September 11, 2017,February 21, 2019 the Cadence Credit Facility was amended, in connection with the RGWP Repurchase, to increaseretroactively attribute EBITDA previously attributed to non-controlling interests to the loan maximum to $12,000,000 and extendCompany for purposes of certain financial covenants. As amended by the maturity date to December 31, 2020. Thevarious amendments, the Cadence Credit Facility accrues commitment fees on the daily unused balance of the facility at a rate of 0.25%. All borrowings under the Cadence Credit Facility, as amended, bear interest at a variable rate based upon the Company’s election of (i) 3.0%2.5% plus the base rate, which is the highest of the (a) Federal Funds Rate plus 0.5%, (b) the Cadence bank publicly-announced prime rate, and (c) LIBOR plus 1.0%, or (ii) LIBOR, with a 0.125%0.250% floor, plus 4.0%3.5%. Interest is due at the end of each calendar quarter if the Company selects to pay interest based on the base rate and at the end of each LIBOR period if it selects to pay interest based on LIBOR. As of June 26, 2018,25, 2019, the weighted average interest rate applicable to borrowings under the Cadence Credit Facility was 6.0062%5.9228%.
The Cadence Credit Facility, as amended, contains certain affirmative and negative covenants and events of default that the Company considers customary for an agreement of this type, including covenants setting a maximum leverage ratio of 5.35:1, a minimum fixed charge coverage ratio of 1.25:1 and minimum liquidity of $2,500,000.$2,000,000. As of June 26, 2018,25, 2019, the Company was in compliance with its covenants.the covenants under the Cadence Credit Facility.
As a result of entering into the Cadence Credit Facility and the amendment,various amendments, the Company paid loan origination costs including professional fees of approximately $197,000$232,000 and is amortizing these costs over the term of the credit agreement.
The obligations under the Cadence Credit Facility are collateralized by a first priorityfirst-priority lien on substantially all of the Company’s assets.
As of June 26, 2018,25, 2019, the outstanding balance on borrowings against the facility was $5,100,000.$11,150,000. Availability of the Cadence Credit Facility for borrowings is reduced by the outstanding face value of any letters of credit issued under the facility. As of June 25, 2019, the outstanding face value of such letters of credit was $157,500.
Capital Expenditures
Planned capital expenditures for the balance of fiscal 20182019 include normal recurring capital expenditures for existing Good Times and Bad Daddy’s restaurants and new Bad Daddy’s restaurants and reimage and remodel costs for Good Times restaurants.
Assets Held Forfor Sale
On April 28, 2017 the Company purchased the land and building of a company owned Good Times in Brighton, Colorado for $1,179,000. At September 26, 2017 $1,221,000 of assets were classified as assets held for sale in the accompanying consolidated balance sheet. We finalized a sale lease-back transaction in November 2017 with proceeds of $1,397,000. The resulting gain of $170,000 on the transaction was deferred and will be recognized over the life of the fifteen-year lease.None.
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Cash Flows
Net cash provided by operating activities was $4,402,000 for the three quarters ended June 25, 2019. The net cash provided by operating activities for the three quarters ended June 25, 2019 was the result of a net loss of $49,000 as well as cash and non-cash reconciling items totaling $4,451,000 (these reconciling items are comprised of 1) depreciation and amortization of $3,417,000, 2) accretion of deferred rent of $429,000, 3) amortization of lease incentive obligations of $374,000, 4) stock-based compensation expense of $331,000, 5) a decrease in receivables and other assets of $1,381,000, 6) an increase in deferred liabilities related to tenant allowances of $368,000, 7) an increase in accounts payable of $367,000, 8) an increase in prepaids and other assets of $356,000, 9) a decrease in accrued liabilities of $1,023,000 and 10) a net decrease in other operating assets and liabilities of $89,000).
Net cash provided by operating activities was $4,627,000 for the three quarters ended June 26, 2018. The net cash provided by operating activities for the three quarters ended June 27, 2017 was the result of net income of $143,000 as well as cash and non-cash reconciling items totaling $4,484,000 (comprised of 1) depreciation and amortization of $2,849,000, 2) accretion of deferred rent of $414,000, 3) amortization of lease incentive obligations of $313,000, 4) stock-based compensation expense of $303,000, 5) Non-cash asset impairment costs of $72,000, 6) an increase in receivables of $128,000, 7) an increase in deferred liabilities related to tenant allowances of $1,258,000, 8) an increase in accounts payable of $194,000, 8) an decrease in accrued liabilities of $21,000 and 9) a net decrease in other operating assets and liabilities of $144,000).
Net cash provided by operating activities was $2,875,000 for the three quarters ended June 27, 2017. The net cash provided by operatingused in investing activities for the three quarters ended June 27, 201725, 2019 was $7,700,000 which primarily reflects the resultpurchases of a net lossproperty and equipment of $1,092,000 as well as cash$4,716,000 and non-cash reconciling items totaling $3,967,000 (comprisedthe purchase of 1) depreciationnon-controlling interests of $3,009,000. Purchases of property and amortizationequipment is comprised primarily of $2,244,000, 2) accretion of deferred rent of $422,000, 3) amortization of lease incentive obligations of $205,000, 4) stock-based compensation expense of $609,000, 5) an increase in receivables of $646,000, 6) an increase in deferred liabilities related to tenant allowances of $1,254,000, 7) an increase in accounts payable of $745,000, 8) a decrease in accrued liabilities of $161,000 and 8) a net decrease in other operating assets and liabilities of $295,000).the following:
| $3,438,000 in costs for the development of Bad Daddy’s locations |
| · | $290,000 for miscellaneous capital expenditures related to our Bad Daddy’s restaurants |
| · | $705,000 for remodel and reimaging related to our Good Times restaurants |
| · | $226,000 for miscellaneous capital expenditures related to our Good Times restaurants |
| · | $57,000 for miscellaneous capital expenditures for our corporate office |
Net cash used in investing activities for the three quarters ended June 26, 2018 was $5,153,000 which primarily reflects the purchases of property and equipment of $6,560,000 and sale leaseback proceeds of $1,397,000. Purchases of property and equipment is comprised primarily of the following:
| · | $5,952,000 in costs for the development of Bad Daddy’s locations |
| · | $307,000 for miscellaneous capital expenditures related to our Bad Daddy’s restaurants |
| · | $301,000 for miscellaneous capital expenditures related to our Good Times restaurants |
Net cash used in investingprovided by financing activities for the three quarters ended June 27, 201725, 2019 was $9,296,000$2,440,000, which primarily reflectsincludes principal payments on notes payable and long-term debt of $2,480,000, borrowings on notes payable and long-term debt of $6,150,000, proceeds from the purchasesexercise of propertystock options of $3,000 and equipmentnet distributions to non-controlling interests of $11,178,000 and sale leaseback proceeds of $1,927,000. Purchases of property and equipment comprised of the following:$1,233,000.
Net cash used in financing activities for the three quarters ended June 26, 2018 was $625,000, which includes principal payments on notes payable, long-term debt and capital leases of $1,613,000, borrowings on notes payable and long-term debt of $1,400,000 and net distributions to non-controlling interests of $412,000.
Net cash provided by financing activities for the three quarters ended June 27, 2017 was $4,175,000, which includes principal payments on notes payable, long term debt and capital leases of $21,000, borrowings on notes payable and long-term debt of $4,100,000, contributions from non-controlling interests of $834,000 and distributions to non-controlling interests of $738,000.
Contingencies
We remain contingently liable on various leases underlying restaurants that were previously sold to franchisees. We have never experienced any losses related to these contingent lease liabilities, however if a franchisee defaults on the payments under the leases, we would be liable for the lease payments as the assignor or sublessor of the lease. Currently we have not been notified nor are we aware of any leases in default under which we are contingently liable, however there can be no assurance that there will not be in the future, which could have a material effect on our future operating results.
Additionally, in the normal course of business, there may be various claims in process, matters in litigation, and other contingencies brought against the company by employees, vendors, customers, franchisees, or other parties. Evaluating these contingencies is a complex process that may involve substantial judgment on the potential outcome of such matters, and the ultimate outcome of such contingencies may differ from our current analysis. We review the adequacy of accruals and disclosures related to such contingent liabilities in consultation with legal counsel. While it is not possible to predict the outcome of these claims with certainty, it is management’s opinion that potential losses associated with such contingencies would be immaterial to our financial statements.
Impact of Inflation
The total menu increases taken at our Bad Daddy’s restaurants during fiscal 2018 were approximately 3.2%. We have raised menu prices during the first three quarters of fiscal 2019 by approximately 1.6%. The total menu price increases at our Good Times restaurants during fiscal 20172018 were approximately 4.5%2.8%, and we have raised menu prices approximately 2.8%4.4% during the first three quarters of fiscal 2018. The total menu increases taken at our Bad Daddy’s restaurants during fiscal 2017 were approximately 2.9% on average. We raised menu prices2019. Commodity costs began to decline during the first three quartershalf of fiscal 2018 approximately 3.2%. Commodity costs rose significantlyand continued to decline into the first quarter of fiscal 2019, with relative stability during the final two fiscal quarters of 2017 but declined on a sequential basissecond and third quarters. We do not anticipate future price increases during the first tworemainder of fiscal quarters of 2018, less significantly for the Good Times concept where we have not experienced the same sequential and year-over-year declines in the cost of certified “all-natural” beef. When combined with anticipated menu price increases, we2019 but expect Good Times’ and Bad Daddy’s’ food and packaging costs to be relatively consistent or slightly elevated compared with the current quarter, as a percentage of sales duringfor the remainder of fiscal 2018.2019 to be relatively consistent with or slightly elevated compared to the current quarter.
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Seasonality
Revenues of the Company are subject to seasonal fluctuations based primarily on weather conditions adversely affecting Colorado restaurant sales inbetween December January, February andthrough March.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not required.
| ITEM 4T. | CONTROLS AND PROCEDURES |
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report on form 10Q, the Company’s Chief Executive Officer and Controller (its principal executive officer and principal financial officer, respectively) have concluded that the Company’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no significant changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 26, 201825, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
The Company is periodically subject to legal proceedings which are incidental to its business. These legal proceedings are not expected to have a material impact on the Company.
| ITEM 1A. | RISK FACTORS |
There have been no material changes from the risk factors previously disclosed in our most recent Annual Report filed with the Securities and Exchange Commission.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
N/A
Not Applicable.
| ITEM 5. | OTHER INFORMATION |
None.
| ITEM 6. | EXHIBITS |
(a) Exhibits. The following exhibits are furnished as part of this report:
| (a) | Exhibits. The following exhibits are furnished as part of this report: |
| Exhibit No. | Description |
| *31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
| *31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
| *32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
*filed herewith
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOOD TIMES RESTAURANTS INC. | |||
| DATE: August | 9, 2019 | ||
 | |||
Boyd E. Hoback President and Chief Executive Officer | |||
 | |||
Ryan M. Zink Chief Financial Officer |
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