Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 27, 2022 | Dec. 09, 2022 | Mar. 31, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Good Times Restaurants Inc. | ||
Trading Symbol | GTIM | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --09-27 | ||
Entity Common Stock, Shares Outstanding | 11,947,139 | ||
Entity Public Float | $ 33,549,131 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000825324 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Sep. 27, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-18590 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 84-1133368 | ||
Entity Address, Address Line One | 651 Corporate Circle | ||
Entity Address, City or Town | Golden | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80401 | ||
City Area Code | (303) | ||
Local Phone Number | 384-1400 | ||
Title of 12(b) Security | Common Stock $.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 659 | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | Denver, Colorado |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 27, 2022 | Sep. 28, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,906 | $ 8,856 |
Receivables | 694 | 644 |
Prepaid expenses and other | 888 | 641 |
Inventories | 1,387 | 1,303 |
Total current assets | 11,875 | 11,444 |
PROPERTY AND EQUIPMENT | ||
Land and building | 4,670 | 4,704 |
Leasehold improvements | 35,906 | 35,089 |
Fixtures and equipment | 30,664 | 30,286 |
Total property and equipment | 71,240 | 70,079 |
Less accumulated depreciation and amortization | (48,989) | (42,852) |
Total net property and equipment | 22,251 | 27,227 |
OTHER ASSETS: | ||
Operating lease right-of-use assets, net | 42,463 | 45,737 |
Deposits and other assets | 166 | 219 |
Trademarks | 3,900 | 3,900 |
Other intangibles, net | 20 | 4 |
Goodwill | 5,713 | 5,150 |
Total other assets | 52,262 | 55,010 |
TOTAL ASSETS | 86,388 | 93,681 |
CURRENT LIABILITIES: | ||
Accounts payable | 628 | 1,496 |
Deferred income | 48 | 61 |
Operating lease liabilities, current | 5,430 | 4,935 |
Other accrued liabilities | 6,791 | 6,394 |
Total current liabilities | 12,897 | 12,886 |
LONG-TERM LIABILITIES: | ||
Operating lease liabilities, net of current portion | 45,544 | 49,723 |
Deferred and other liabilities | 159 | 202 |
Total long-term liabilities | 45,703 | 49,925 |
Good Times Restaurants Inc. shareholders’ equity: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 0 shares issued and outstanding as of September 27, 2022 and September 28, 2021, respectively | ||
Common stock, $.001 par value; 50,000,000 shares authorized 12,274,351 and 12,512,072 shares issued and outstanding as of September 27, 2022 and September 28, 2021, respectively | 13 | 13 |
Capital contributed in excess of par value | 59,427 | 59,021 |
Treasury stock, at cost 692,798 and 376,351 shares as of September 27, 2022 and September 28, 2021, respectively | (2,634) | (1,608) |
Accumulated deficit | (30,321) | (27,680) |
Total Good Times Restaurants Inc. shareholders' equity | 26,485 | 29,746 |
Non-controlling interests | 1,303 | 1,124 |
Total shareholders’ equity | 27,788 | 30,870 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 86,388 | $ 93,681 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 27, 2022 | Sep. 28, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, outstanding | 0 | 0 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 12,274,351 | 12,512,072 |
Common stock, shares outstanding | 12,274,351 | 12,512,072 |
Treasury stock at cost, shares | 692,798 | 376,351 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
NET REVENUES: | ||
Total net revenues | $ 138,200 | $ 123,953 |
RESTAURANT OPERATING COSTS: | ||
Food and packaging costs | 43,877 | 36,164 |
Payroll and other employee benefit costs | 46,515 | 41,049 |
Restaurant occupancy costs | 9,440 | 8,815 |
Other restaurant operating costs | 18,515 | 14,911 |
Preopening costs | 51 | 766 |
Depreciation and amortization | 3,895 | 3,842 |
Total restaurant operating costs | 122,293 | 105,547 |
General and administrative costs | 10,506 | 9,437 |
Advertising costs | 3,164 | 2,082 |
Franchise costs | 22 | 27 |
Impairment of long-lived assets | 3,437 | |
Gain on restaurant asset sale | (676) | (37) |
Litigation Contingencies | 332 | |
INCOME (LOSS) FROM OPERATIONS | (878) | 6,897 |
OTHER INCOME (EXPENSES): | ||
Interest expense | (54) | (269) |
Gain on debt extinguishment | 11,778 | |
Total other income (expense), net | (54) | 11,509 |
NET INCOME (LOSS) BEFORE INCOME TAXES | (932) | 18,406 |
Provision for income taxes | 5 | (6) |
NET INCOME (LOSS) | (927) | 18,400 |
Income attributable to non-controlling interests | (1,714) | (1,613) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (2,641) | $ 16,787 |
NET INCOME (LOSS) PER SHARE, ATTRIBUTABLE TO COMMON SHAREHOLDERS: | ||
Basic (in Dollars per share) | $ (0.21) | $ 1.32 |
Diluted (in Dollars per share) | $ (0.21) | $ 1.31 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
Basic (in Shares) | 12,464,408 | 12,677,652 |
Diluted (in Shares) | 12,464,408 | 12,828,180 |
Restaurant sales | ||
NET REVENUES: | ||
Total net revenues | $ 137,250 | $ 123,058 |
Franchise revenues | ||
NET REVENUES: | ||
Total net revenues | $ 950 | $ 895 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Treasury Stock, at cost | Common Stock | Capital Contributed in Excess of Par Value | Non- Controlling Interest In Partnerships | Accumulated Deficit | Total |
BALANCES at Sep. 28, 2020 | $ (75) | $ 13 | $ 58,219 | $ 1,293 | $ (44,467) | $ 14,983 |
BALANCES (in Shares) at Sep. 28, 2020 | 43,110 | 12,612,852 | ||||
Stock-based compensation cost | 362 | 362 | ||||
Restricted stock unit vesting | ||||||
Restricted stock unit vesting (in Shares) | 47,779 | |||||
Stock option exercise | 440 | 440 | ||||
Stock option exercise (in Shares) | 184,682 | |||||
Treasury shares purchased | $ (1,533) | (1,533) | ||||
Treasury shares purchased (in Shares) | 333,241 | (333,241) | ||||
Income attributable to non-controlling interests | 1,613 | 1,613 | ||||
Distributions to unrelated limited partners | (1,802) | (1,802) | ||||
Contributions from unrelated limited partners | 20 | 20 | ||||
Net income (loss) attributable to Good Times Restaurants Inc and comprehensive income (loss) | 16,787 | 16,787 | ||||
BALANCES at Sep. 28, 2021 | $ (1,608) | $ 13 | 59,021 | 1,124 | (27,680) | 30,870 |
BALANCES (in Shares) at Sep. 28, 2021 | 376,351 | 12,512,072 | ||||
Stock-based compensation cost | 250 | 250 | ||||
Shares issued through common stock grants and RSU vesting (in Shares) | 22,622 | |||||
Stock option exercise | 156 | $ 156 | ||||
Stock option exercise (in Shares) | 56,104 | 56,104 | ||||
Treasury shares purchased | $ (1,026) | $ (1,026) | ||||
Treasury shares purchased (in Shares) | 316,447 | (316,447) | ||||
Income attributable to non-controlling interests | 1,714 | 1,714 | ||||
Distributions to unrelated limited partners | (1,568) | (1,568) | ||||
Contributions from unrelated limited partners | 33 | 33 | ||||
Net income (loss) attributable to Good Times Restaurants Inc and comprehensive income (loss) | (2,641) | (2,641) | ||||
BALANCES at Sep. 27, 2022 | $ (2,634) | $ 13 | $ 59,427 | $ 1,303 | $ (30,321) | $ 27,788 |
BALANCES (in Shares) at Sep. 27, 2022 | 692,798 | 12,274,351 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ (927) | $ 18,400 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 4,057 | 3,992 |
Amortization of operating lease assets | 3,849 | 3,515 |
Decrease in ROU assets | 219 | |
Recognition of deferred gain on sale of restaurant building | (34) | (37) |
Gain on lease termination | (642) | |
Impairment of long-lived assets | 3,437 | |
Stock based compensation expense | 250 | 362 |
Gain on loan extinguishment | (11,778) | |
Provision for income taxes | (5) | 6 |
(Increase) decrease in: | ||
Receivables and prepaids | (293) | 12 |
Inventories | (64) | (210) |
Deposits and other assets | 79 | (406) |
(Decrease) increase in: | ||
Accounts payable | (654) | (1,389) |
Deferred liabilities | (8) | |
Operating lease liabilities | (4,496) | (3,762) |
Accrued and other liabilities | 515 | 448 |
Net cash provided by operating activities | 5,291 | 9,145 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for the purchase of property and equipment | (2,641) | (3,198) |
Acquisition of restaurant from franchisee, net of cash acquired | (728) | |
Proceeds from lease termination | 745 | |
Payments received on loans to franchisees and to others | 13 | |
Net cash used in investing activities | (2,624) | (3,185) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on notes payable, capital leases, and long-term debt | (5,500) | |
Payment for the purchase of treasury stock | (1,026) | (1,533) |
Proceeds from stock option exercises | 156 | 440 |
Contributions from non-controlling interests | 33 | 20 |
Distributions to non-controlling interests | (1,780) | (1,985) |
Net cash (used in) provided by financing activities | (2,617) | (8,558) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 50 | (2,598) |
CASH AND CASH EQUIVALENTS, beginning of year | 8,856 | 11,454 |
CASH AND CASH EQUIVALENTS, end of year | 8,906 | 8,856 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 20 | 151 |
Non-cash additions of property and equipment | $ (214) | $ 304 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 27, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies: Organization 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 September 27, 2022, operates thirty-five company-owned, five joint-venture, and one licensee full-service small-box casual dining restaurants under the name Bad Daddy’s Burger Bar, primarily located in the Southeast region of the United States and the state of Colorado and licenses the Bad Daddy’s brand for use at an airport Bad Daddy’s restaurant under third-party operations and ownership. Drive Thru commenced operations in 1986 and as of September 27, 2022, operates sixteen Company-owned and seven joint-venture drive-thru fast food hamburger restaurants under the name Good Times Burgers & Frozen Custard, all of which are located in Colorado. In addition, Drive Thru has eight franchisee-owned restaurants, with six operating in Colorado and two in Wyoming. We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB”. The FASB sets Generally Accepted Accounting Principles (“GAAP”) that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. COVID-19 Pandemic During portions of the month of November 2020 through early January 2021, all of the Company’s Bad Daddy’s Burger Bar restaurants in Colorado were open only for limited outdoor dining, delivery and carry-out service, with indoor dining rooms once again closed by government orders. In early January 2021, we re-opened these dining rooms, with limited occupancy, as local regulations allowed. Our dining rooms in all other states in which Bad Daddy’s has operations were open at reduced capacity, during this time. Our dining rooms were open at full capacity for the full fiscal year ended September 27, 2022. We obtained Paycheck Protection Program (the “PPP”) loans as made available under government COVID relief initiatives. We applied for full forgiveness of our PPP loans, including those of our subsidiaries, on April 30, 2020 and received confirmation of full forgiveness of all such loans during June 2021. We currently have a meaningful cash balance and generated significant cash flow from operations during the fiscal year ended September 27, 2022. We have used a portion of this cash balance to repurchase Company stock under the Company’s Stock Repurchase Plan. On February 7, 2022, the Company’s board of directors approved a program to purchase up to an aggregate amount of up to $5.0 million dollars’ worth of the company’s common stock. As of September 27, 2022, a total of 316,447 shares have been repurchased under the plan, at an aggregate cost of approximately $1,065,000. On August 13, 2021, the Company commenced a tender offer (the “Tender Offer”) to purchase up to 1,413,000 shares of its common stock at a price per share of $4.60. On September 10, 2021, at 11:59 pm, the offer expired, and the Company subsequently accepted for payment, at a purchase price of $4.60 per share, a total of 333,241 shares properly tendered and not properly withdrawn before the expiration date, at an aggregate cost of approximately $1,532,908, excluding fees and expenses relating to the Tender Offer. While we believe that we will continue to have adequate working capital to meet our current needs, should business decline significantly, we would not likely choose to, and we may not be able to, take some of the same actions as we took in prior years to increase our liquidity as they would negatively impact the long-term performance of the business. Fiscal Year Principles of Consolidation Advertising Costs Accounting Estimates Cash and Cash Equivalents Accounts Receivable Inventories Property and Equipment Maintenance and repairs are charged to expense as incurred, and expenditures for major improvements are capitalized. When assets are retired, or otherwise disposed of, the property accounts are relieved of costs and accumulated depreciation with any resulting gain or loss credited or charged to income. Trademarks Goodwill The following table presents goodwill associated with each reporting unit as of September 27, 2022 and September 28, 2021 (in thousands): September 27, 2022 September 28, 2021 Good Times $ 96 $ 96 Bad Daddy’s 5,617 5,054 Total $ 5,713 $ 5,150 Goodwill for the year ended September 27, 2022 increased $563,000 due to the purchase of a previously franchised Bad Daddy’s location in March 2022. Impairment of Long-Lived Assets Given the results of our analyses throughout the fiscal year ended September 27, 2022, we identified five restaurants where the expected future cash flows would not be sufficient to recover the carrying value of the associated assets, resulting in non-cash charges of $3,437,000. Of this amount, $790,000 related to three Good Times restaurants and $2,647,000 related to two Bad Daddy’s restaurants. There were no impairments in the fiscal year ended September 28, 2021. Leases The Company determines if a contract contains a lease at inception. The Company currently has leases that are classified as operating leases. The Company’s material long-term operating lease agreements are for the land and buildings for our restaurants as well as our corporate office. The lease term begins on the date that the Company takes possession under the lease, including the pre-opening period during construction, when in most cases the Company is not making rent payments. Operating lease assets and liabilities are recognized at the lease commencement date for material leases with a term of greater than 12 months. Operating lease liabilities represent the present value of future minimum lease payments. Since our leases do not provide an implicit rate, our operating lease liabilities are calculated using our estimated incremental borrowing rate based on a collateralized borrowing over the term of each individual lease. Minimum lease payments include only fixed lease components of the agreement, as well as variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepaid or accrued lease payments, initial direct costs and lease incentives. Lease incentives are recognized when earned and reduce our operating lease asset related to the lease. They are amortized through the operating lease assets as reductions of rent expense over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term. In certain situations, lease contracts are amended or otherwise changed. Based upon an analysis of those changes, specifically whether additional rights have been conveyed and additional lease payments are required, the Company will assess whether the original lease is remeasured, or whether an additional lease has been created. Certain of the Company’s operating leases contain clauses that provide for contingent rent based on a percentage of sales greater than certain specified target amounts. Variable lease payments that do not depend on a rate or index, escalation in the index subsequent to the initial measurement, payments associated with non-lease components such as common area maintenance, real estate taxes and insurance, and short-term lease payments (leases with a term with 12 months or less) are expensed as incurred or when the achievement of the specified target that triggers the contingent rent is considered probable. The Company has four subleases in which the sublessee generally pays the master landlord directly. We disclose details of sublease income and its impact on operating lease expense in Note 6. Deferred Liabilities Revenue Recognition 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 the gift card when it is redeemed and the performance obligation is completed, 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. 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. Preopening Costs Income Taxes The Company has significant net operating loss carryforwards from prior years and incurred additional net operating losses during the fiscal year ended September 27, 2022. Full valuation allowances were made to reduce any deferred tax assets incurred to zero; therefore, no income tax provision or benefit was recognized for the fiscal years ended September 27, 2022 and September 28, 2021 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 2019 through 2022. 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 September 27, 2022. Net Income (Loss) Per Common Share The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding: September 27, September 28, Weighted-average shares outstanding basic 12,464,408 12,677,652 Effect of potentially dilutive securities: Stock options - 88,576 Restricted stock units - 61,952 Weighted-average shares outstanding diluted 12,464,408 12,828,180 Excluded from diluted weighted-average shares outstanding: Antidilutive 237,128 75,641 Financial Instruments and Concentrations of Credit Risk Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of receivables. At September 27, 2022 and September 28, 2021, notes receivable totaled $0 and $13,000 respectively. Additionally, the Company has other current receivables totaling $694,000 as of September 27, 2022. This includes $104,000 of franchise receivables, $229,000 of 3 rd The Company purchases most of its restaurant food and paper through a single distribution company. The Company believes a sufficient number of other distributors exist from which food and paper could be purchased to prevent any long-term, adverse consequences. The Company operates in two industry segments, quick service restaurants and casual dining restaurants. A geographic concentration exists because the Company’s customers are generally located in Colorado and the Southeast region of the U.S., most significantly in North Carolina. Stock-Based Compensation Variable Interest Entities Fair Value of Financial Instruments The following three levels of inputs may be used to measure fair value and require that the assets or liabilities carried at fair value are disclosed by the input level under which they were valued. Level 1: Quoted market prices in active markets for identical assets and liabilities. Level 2: Observable inputs other than defined in Level 1, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are not corroborated by observable market data. Non-controlling Interests Our non-controlling interests currently consist of one joint venture partnership involving six Good Times restaurants and five joint venture partnerships involving five Bad Daddy’s restaurants. Recent Accounting Pronouncements The company has adopted Accounting Standards Update (ASU) No. 2015-17, Income Tax (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The Company will apply this ASU retrospectively to all periods presented. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on the Company’s consolidated financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 27, 2022 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 2. Goodwill and Intangible Assets: The following table presents goodwill and intangible assets as of September 27, 2022 and September 28, 2021 (in thousands): September 27, 2022 September 28, 2021 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Intangible assets subject to amortization: Non-compete agreements $ 25 $ (5 ) $ 20 $ 50 $ (46 ) $ 4 $ 25 $ (5 ) $ 20 $ 50 $ (46 ) $ 4 Indefinite-lived intangible assets: Trademarks $ 3,900 $ - $ 3,900 $ 3,900 $ - $ 3,900 Intangible assets, net $ 3,925 $ (5 ) $ 3,920 $ 3,950 $ (46 ) $ 3,904 Goodwill $ 5,713 $ - $ 5,713 $ 5,150 $ - $ 5,150 As previously discussed in Note 1, the Company recorded a $10,000,000 impairment to goodwill in the second fiscal quarter of 2020 related to goodwill attributable to its Bad Daddy’s reporting unit. There were no impairments to intangible assets during the fiscal year ended September 27, 2022. The aggregate amortization expense related to these intangible assets subject to amortization was $5,000 for the fiscal year ended September 27, 2022. |
Notes Payable and Long-Term Deb
Notes Payable and Long-Term Debt | 12 Months Ended |
Sep. 27, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Long-Term Debt | 3. Notes Payable and Long-Term Debt : Cadence Credit Facility The Company maintains a credit agreement with Cadence Bank (“Cadence”) pursuant to which, as amended, Cadence has agreed to loan the Company up to $8,000,000 with a maturity date of January 31, 2023 (as amended, the “Cadence Credit Facility”). As amended by the various amendments, the Cadence Credit Facility accrues commitment fees on the daily unused balance of the facility at a rate of 0.25%. As of September 27, 2022, any borrowings under the Cadence Credit Facility, as amended, bear interest at a variable rate based upon the Company’s election of (i) 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 0.250% floor, plus 3.5%. Interest is due at the end of each calendar quarter if the Company elects to pay interest based on the base rate and at the end of each LIBOR period if it elects to pay interest based on LIBOR. The Cadence Credit Facility includes provisions for the Administrative Agent of the facility to amend the facility to replace LIBOR with an alternate benchmark rate, which may be (but is not required to be) SOFR, at such point in time when appliable LIBOR rates are no longer available or no longer reliable. The exact timing of any transition of LIBOR to an alternate benchmark rate is not currently known. The Company is currently reviewing its future credit facility needs and intends to complete any potential transaction prior to January 31, 2023. As of September 27, 2022, the Cadence Credit Facility contains certain affirmative and negative covenants and events of default that the Company considers customary for an agreement of this type, including financial covenants setting a maximum leverage ratio of 5.15:1, a minimum pre-distribution fixed charge coverage ratio of 1.25:1, a minimum post-distribution fixed charge coverage ratio of 1.10:1 and minimum liquidity of $2.0 million. As of September 27, 2022, the Company was in compliance with all of these financial covenants under the Cadence Credit Facility. As a result of entering into the Cadence Credit Facility and the various amendments, the Company paid loan origination costs including professional fees of approximately $308,500 and is amortizing these costs over the term of the credit agreement. As of September 27, 2022 the unamortized balance of these fees is $20,000 The obligations under the Cadence Credit Facility are collateralized by a first-priority lien on substantially all of the Company’s assets. As of September 27, 2022, there were no outstanding borrowings against the facility. 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 September 27, 2022, there were no outstanding letters of credit issued under the facility. In May 2020, Good Times and three of its wholly-owned subsidiaries, BDI, Drive Thru, and BDC (each a “Borrower”), entered into unsecured loans in the aggregate principal amount of $11,645,000 (the “Loans”) with Cadence Bank, N.A. (the “Lender”) pursuant to the Paycheck Protection Program. In June 2021, the SBA approved forgiveness in full of the Loans, including accrued interest, in the aggregate amount of $11,778,226, which was recognized as gain on debt extinguishment in the fiscal year ended September 28, 2021. The principal and accrued interest balance on each of these Loans is now zero, as of the forgiveness date specific to each of the Company’s and its subsidiaries’ Loans. Total interest expense on notes payable was $20,000 and $269,000 for the fiscal years ended September 27, 2022 and September 28, 2021, respectively. Paycheck Protection Program Loans In May 2020, Good Times and three of its wholly-owned subsidiaries, BDI, Drive Thru, and BDC (each a “Borrower”), entered into unsecured loans in the aggregate principal amount of $11,645,000 (the “Loans”) with Cadence Bank, N.A. (the “Lender”) pursuant to the PPP. In June 2021, the SBA approved forgiveness in full of the Company’s Loan as well as the Loans of the Company’s subsidiaries, including accrued interest, in the aggregate amount of $11,778,226, which was recognized as gain on debt extinguishment in the fiscal year ended September 28, 2021. The principal and accrued interest balance on each of these Loans is now zero, as of the forgiveness date specific to each of the Company’s and its subsidiaries’ Loans. Total interest expense was $54,000 and $269,000 for the fiscal years ended September 27, 2022 and September 28, 2021, respectively. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Sep. 27, 2022 | |
Other Accrued Liabilities [Abstract] | |
Other Accrued Liabilities | 4. Other Accrued Liabilities : Other accrued liabilities consist of the following (in thousands): September 27, 2022 September 28, 2021 Wages and other employee benefits $ 2,773 $ 3,282 Taxes, other than income tax 1,181 1,334 Gift card liability, net of breakage 985 375 General expense accrual and other 1,866 1,403 Total $ 6,805 $ 6,394 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 27, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies : As of September 27, 2022, the Company had approximately $204,000 in outstanding commitments related to the manufacturing and installation of new signage related to certain existing Good Times restaurants. 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 regularly 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 any reasonably possible losses associated with such contingencies would be immaterial to our financial statements. The Company is the defendant in a lawsuit styled as White Winston Select Asset Funds, LLC and GT Acquisition Group, Inc. v. Good Times Restaurants, Inc., arising from the failed negotiations between plaintiffs and the Company for the sale of the Good Times Drive Thru subsidiary to plaintiffs. The lawsuit was initially filed on September 24, 2019 in Delaware Chancery Court, and Company removed the case to federal court in the US District Court for the District of Delaware on November 5, 2019. On July 30, 2021, the plaintiffs moved the Court for leave to amend their complaint and add new causes of action and a claim for $18 million in damages. On April 11, 2022, the Court heard the parties’ respective motions for summary judgment on the plaintiffs’ claims. The Court verbally ruled that it was dismissing all of the plaintiffs’ claims except for their claim for breach of an express and implied obligation to negotiate in good faith under the parties’ letter of intent. On May 5, 2022, the Court issued a written order confirming this ruling. On May 25, 2022, the Court issued an order that the plaintiffs are only entitled to reliance damages should they prevail on their claim for breaches of the express and implied obligations to negotiate in good faith. The parties conducted a bench trial on the plaintiffs’ claims. The parties concluded post-judgment briefing on October 24, 2022. The Court’s judgment on the plaintiffs’ claims is forthcoming. |
Leases
Leases | 12 Months Ended |
Sep. 27, 2022 | |
Leases [Line Items] | |
Leases | 6. Leases : The Company’s office space and the land and buildings related to the Drive Thru and Bad Daddy’s restaurant facilities are classified as operating leases and expire at various dates over the next 16 years. Some leases contain escalation clauses over the lives of the leases. Most of the leases contain one to three five-year renewal options at the end of the initial term. Certain leases include provisions for additional contingent rent payments if sales volumes exceed specified levels. The Company paid 136,000 and $71,000 in contingent rentals for the fiscal years ended September 27, 2022 and September 28, 2021, respectively. The Company determines if a contract contains a lease at inception. The Company's material long-term operating lease agreements are for the land and buildings for our restaurants as well as our corporate office. The initial lease terms for our restaurants range from 10 years to 20 years, most of which at lease inception included renewal options of 10 to 15 years. The lease term is generally the minimum of the noncancelable period or the lease term including renewal options which are reasonably certain of being exercised up to a term of approximately 20 years. Some of the leases provide for base rent, plus additional rent based on gross sales, as defined in each lease agreement. The Company is also generally obligated to pay certain real estate taxes, insurance and common area maintenance charges, and various other expenses related to properties, which are expensed as incurred. Components of operating lease costs in the consolidated statements of operations for the fiscal years ended September 27, 2022 and September 28, 2021 are as follows (in thousands): Classification Fiscal 2022 Fiscal 2021 Operating lease cost Occupancy, Other restaurant operating costs, preopening costs and General and administrative expenses, net $ 7,328 $ 6,982 Variable lease cost Occupancy 136 71 Sublease income Occupancy (536 ) (535 ) Total lease expense $ 6,928 $ 6,518 Components of lease assets and liabilities on the consolidated balance sheets as of September 27, 2022 and September 28, 2021 are as follows (in thousands): Classification September 27, September 28, Right-of-use assets Operating lease assets $ 42,463 $ 45,737 Current lease liabilities Operating lease liability $ 5,430 $ 4,935 Non-current lease liabilities Operating lease liability, less current portion 45,544 49,723 Total lease liabilities $ 50,974 $ 54,658 Supplemental cash flow disclosures for the fiscal years ended September 27, 2022 and September 28, 2021 (in thousands): Fiscal 2022 Fiscal 2021 Cash paid for operating lease liabilities $ 7,235 $ 7,028 Non-cash operating lease assets obtained in exchange for operating lease liabilities $ 571 $ 324 Weighted average lease term and discount rate are as follows: September 27, September 28, Weighted average remaining lease term (in years) 8.6 9.5 Weighted average discount rate 5.0 % 5.0 % Future minimum rent payments for our operating leases for each of the next five years as of September 27, 2022 are as follows (in thousands): Fiscal year ending: Total 2023 7,848 2024 7,748 2025 7,830 2026 7,269 2027 6,917 Thereafter 25,642 Total minimum lease payments 63,253 Less: imputed interest (12,280 ) Present value of lease liabilities $ 50,974 The above future minimum rental amounts exclude the amortization of deferred lease incentives, renewal options that are not reasonably assured of renewal, and contingent rent. The Company generally has escalating rents over the term of the leases and records rent expense on a straight-line basis. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 27, 2022 | |
IncomeTax [Abstract] | |
Income Taxes | 7. Income Taxes : Deferred tax assets (liabilities) are comprised of the following at the period end (in thousands): September 27, 2022 September 28, 2021 Deferred income tax assets (liabilities): Tax effect of net operating loss carry-forward $ 3,942 $ 4,061 General business credits 5,225 4,353 Deferred revenue 50 65 Intangibles basis differences 398 678 Long-term lease liability 11,113 11,782 Other future benefits 666 5 Deferred tax assets 21,394 20,944 Less valuation allowance (10,535 ) (9,371 ) Deferred tax assets, net of valuation allowance 10,859 11,573 Partnership/joint venture basis differences (30 ) (5 ) Property and Equipment basis differences (1,424 ) (1,764 ) ROU asset (9,225 ) (9,804 ) Other future expense (180 ) - Deferred tax liabilities (10,859 ) (11,573 ) Net deferred tax asset (liabilities) $ - $ - The Company has net operating loss carry-forwards available for future periods, as discussed below, of approximately $11,840,000 from 2019, $2,554,000 from 2018, and $1,686,000 from 2017 and prior for income tax purposes. The net operating loss carry-forwards from periods prior to 2019 expire between 2025 2038 2034 The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. The Company assessed whether a valuation allowance should be recorded against its deferred tax assets based on consideration of all available evidence using a "more likely than not" standard. In assessing the need for a valuation allowance, the company considered both positive and negative evidence related to the likelihood of realization of deferred tax assets. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Future sources of taxable income were also considered in determining the amount of the recorded valuation allowance. Based on the Company's review of this evidence, management determined that a full valuation allowance against all of the Company's deferred tax assets was appropriate. The following table summarizes the components of the provision for income taxes (in thousands): Fiscal 2022 Fiscal 2021 Current income tax expense (benefit) $ (5 ) $ 6 Deferred income tax expense (benefit) - - Total income tax expense (benefit) $ (5 ) $ 6 Total income tax expense for the years ended September 28, 2021 and September 29, 2020 differed from the amounts computed by applying the U.S. Federal statutory tax rate to pre-tax income as follows (in thousands): Fiscal 2022 Fiscal 2021 Total expense (benefit) computed by applying statutory federal rate $ (556 ) $ 3,527 State income tax, net of federal tax benefit (56 ) 260 FICA/WOTC tax credits (694 ) (587 ) Effect of change in tax law - (2,875 ) Effect of change in valuation allowance 1,164 1,967 Permanent differences 60 (2,338 ) Other 87 52 Provision for income taxes $ (5 ) $ 6 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Sep. 27, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 8. Shareholders’ Equity : Preferred Stock The Company has the authority to issue 5,000,000 shares of preferred stock. The Board of Directors has the authority to issue such preferred shares in series and determine the rights and preferences of the shares as may be determined by the Board of Directors. Common Stock The Company has the authority to issue 50,000,000 shares of common stock with a par value of $.001. As of September 27, 2022 and September 28, 2021 there were 12,274,351 and 12,512,072 shares outstanding, respectively. Stock Plans The Company has traditionally maintained incentive compensation plans that include provision for the issuance of equity-based awards. The Company established the 2008 Omnibus Equity Incentive Compensation Plan in 2008 (the “2008 Plan”) and has outstanding awards that were issued under the 2008 Plan. Subsequently, the 2008 Plan expired in 2018 and the Company established a new plan, the 2018 Omnibus Equity Incentive Plan (the “2018 Plan”) during the third fiscal quarter of 2018, pursuant to shareholder approval. Future awards will be issued under the 2018 plan. Stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting period of the grant). The Company recognizes the impact of forfeitures as forfeitures occur. The Company recorded $250,000 and $362,000 in total stock option and restricted stock compensation expense during the fiscal years ended September 27, 2022 and September 28, 2021, respectively, that was classified as general and administrative costs. 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 fiscal years ended September 27, 2022 and September 28, 2021. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive equity awards. During the fiscal year ended September 27, 2022, the Company granted inducement equity awards to Mr. Karnes, in connection with his appointment as the Senior Vice President of Finance, in the form of (a) a stock option to purchase 25,000 shares of the Company’s common stock granted on Mr. Karnes’ first day of employment (the “Initial Options”); and (b) an additional stock option to purchase 25,000 shares of common stock to be granted on the one year anniversary date of Mr. Karnes employment (the “Additional Options,” and, together with the Initial Options, the “Options”). The Options were granted outside of the Company’s 2018 Omnibus Equity Incentive Plan as an inducement material to Mr. Karnes’ acceptance of employment with the Company. The Initial Options have a ten-year term, vest 1/3 each year over a three-year vesting period, subject to Mr. Karnes’ continuous employment with the Company, and will have an exercise price equal to the Company’s closing market price on the day of grant. The Additional Options will have a ten-year term, an exercise price equal to the greater of market price on the date of grant or $5.00 and will vest upon the achievement the Company’s common stock reaching a market price of $7.50 per share, calculated based upon a trailing 60-day volume weighted average price. On September 30, 2021, Mr. Zink was granted 80,000 Incentive Stock Options on September 29, 2021. The shares awarded include a vesting condition whereby the vesting shall occur on the date on which the price of the Company’s common stock (as traded on the Nasdaq Capital Market) is $6, as measured based on the trailing 60-day calendar day volume-weighted average price (VWAP) of Company common stock. 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: Incentive and Non-Statutory Stock Options Fiscal 2022 Expected term (years) 4.5 - 6.5 Expected volatility 61.25% - 61.31% Risk-free interest rate 0.90% - 1.76% Expected dividends - 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 fiscal year ended September 27, 2022 under all plans: Shares Weighted Weighted Average Outstanding at beginning of year 443,815 $ 3.63 Options granted 105,000 $ 4.90 Options exercised (56,104 ) $ 2.76 Forfeited (22,550 ) $ 4.52 Expired - - Outstanding Sept 27, 2022 470,161 $ 3.97 5.8 Exercisable Sept 27, 2022 324,044 $ 3.61 5.0 As of September 27, 2022 and September 28, 2021, the aggregate intrinsic value of the outstanding and exercisable options was $459,277 and $634,000, respectively. Only options whose exercise price is below the current market price of the underlying stock are included in the intrinsic value calculation. As of September 27, 2022, the total remaining unrecognized compensation cost related to non-vested stock options was $200,000 and is expected to be recognized over a weighted average period of approximately 1.9 years. There were 56,104 stock options exercised during the fiscal year ended September 27, 2022 with proceeds of approximately $156,000. There were 187,291 stock options exercised during the fiscal year ended September 28, 2021 with proceeds of approximately $440,000. Common Stock and Performance Share Grants During the fiscal year ended September 27, 2022, the Company granted its directors a discretionary grant of common stock totaling 9,256 shares. These shares had a grant date fair value of $4.35 per share which is equal to the closing price of the stock on the date of grant and resulted in the recognition of $40,000 of stock-based compensation expense. During the fiscal year ended September 28, 2021, the Company granted its directors 12,948 shares of common stock and its Chief Executive Officer 10,000 performance shares from available shares under its 2018 Plan. The shares were issued with a grant date fair market value of $2.78 and $2.77, respectively, which is equal to the closing price of the stock on the date of grants. The performance shares granted to the Chief Executive Officer became fully vested on April 6, 2021 pursuant to the vesting provisions set forth in the grant notice. Restricted Stock Units There were 28,000 restricted stock units granted during the fiscal year ended September 27, 2022. No restricted stock units were granted during the fiscal year ended September 28, 2021. A summary of the status of non-vested restricted stock units as of September 27, 2022 is presented below. Shares Grant Date Fair Non-vested shares at beginning of year 61,952 $1.54 to $3.95 Granted 28,000 $4.50 Exercised (15,616 ) $3.95 Forfeited (1,000 ) $4.50 Non-vested shares at September 27, 2022 73,336 $1.54 to $4.50 As of September 27, 2022, there was $100,000 of total unrecognized compensation cost related to non-vested restricted stock units. This cost is expected to be recognized over a weighted average period of approximately 2.3 years. Non-controlling Interests Non-controlling interests are presented as a separate item in the shareholders’ equity section of the consolidated balance sheets. The amount of consolidated net income or loss attributable to non-controlling interests is presented on the face of the consolidated statements of operations. Changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions, while changes in ownership interest that do result in deconsolidation of a subsidiary require gain or loss recognition based on the fair value on the deconsolidation date. The equity interests of the unrelated limited partners and members are shown on the accompanying consolidated balance sheets in the shareholders’ equity section as a non-controlling interest and is adjusted each period to reflect the limited partners’ and members’ share of the net income or loss as well as any cash contributions or distributions to or from the limited partners and members for the period. The limited partners’ and members’ share of the net income or loss in the subsidiary is shown as non-controlling interest income or expense in the accompanying consolidated statements of operations. All inter-company accounts and transactions are eliminated. The following table summarizes the activity in non-controlling interests during the year ended September 27, 2022 (in thousands): Bad Daddy’s Good Times Total Balance at September 28, 2021 $ 915 $ 209 $ 1,124 Income attributable to non-controlling interests $ 1,186 $ 528 $ 1,714 Contributions from unrelated limited partners $ 33 - $ 33 Distributions to unrelated limited partners $ (1,093 ) $ (475 ) $ (1,568 ) Balance at September 27, 2022 $ 1,041 $ 263 1,303 Our non-controlling interests consist of one joint venture partnership involving Good Times restaurants and five joint venture partnerships involving five Bad Daddy’s restaurants. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Sep. 27, 2022 | |
Retirement Plan [Abstract] | |
Retirement Plan | 9. Retirement Plan : The Company sponsors a qualified defined contribution 401(k) plan for employees meeting certain eligibility requirements. Under the plan, employees are entitled to make contributions on both a pre-tax basis or after-tax basis (Roth Contributions). In fiscal 2015 the Company modified the plan to include a provision to make a Safe Harbor Matching Contribution to all participating employees. The Company will match, on a dollar-for-dollar basis, the first 3% of eligible pay contributed by employees. The Company will also match 50% of each dollar contributed between 3% and 5% of eligible pay contributed by employees. The Company may, at its discretion, make additional contributions to the Plan or change the matching percentage. The Company’s matching contribution expense in the fiscal years ended September 27, 2022 and September 28, 2021 was $207,000 and $216,000, respectively. The matching contribution has historically been contributed to the plan in the fiscal year following the year in which the expense is recognized. During the current year, the Company changed the method in which the matching contribution is made, such that the match is made at the same time employee contributions are made, with a true-up contribution made in the fiscal year following the year in which any respective expense would be recognized. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 27, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 10. Segment Reporting: All of our Good Times Burgers and Frozen Custard restaurants (“Good Times”) compete in the quick-service drive-thru dining industry while our Bad Daddy’s Burger Bar restaurants (“Bad Daddy’s”) compete in the full-service upscale casual dining industry. 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): Fiscal Year 2022 2021 Revenues Bad Daddy’s $ 103,502 $ 88,844 Good Times 34,698 35,109 Total $ 138,200 $ 123,953 Income (loss) from operations Bad Daddy’s $ (811 ) $ 3,274 Good Times (67 ) 3,623 Total $ (878 ) $ 6,897 Capital Expenditures Bad Daddy’s $ 1,909 $ 2,867 Good Times 769 331 Total $ 2,678 $ 3,198 Property & Equipment, net Bad Daddy’s $ 19,575 $ 23,747 Good Times 2,676 3,480 Total $ 22,251 $ 27,227 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 27, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events: None. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Sep. 27, 2022 | |
Accounting Policies [Abstract] | |
Organization | Organization 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 September 27, 2022, operates thirty-five company-owned, five joint-venture, and one licensee full-service small-box casual dining restaurants under the name Bad Daddy’s Burger Bar, primarily located in the Southeast region of the United States and the state of Colorado and licenses the Bad Daddy’s brand for use at an airport Bad Daddy’s restaurant under third-party operations and ownership. Drive Thru commenced operations in 1986 and as of September 27, 2022, operates sixteen Company-owned and seven joint-venture drive-thru fast food hamburger restaurants under the name Good Times Burgers & Frozen Custard, all of which are located in Colorado. In addition, Drive Thru has eight franchisee-owned restaurants, with six operating in Colorado and two in Wyoming. We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB”. The FASB sets Generally Accepted Accounting Principles (“GAAP”) that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. |
COVID-19 Pandemic | COVID-19 Pandemic During portions of the month of November 2020 through early January 2021, all of the Company’s Bad Daddy’s Burger Bar restaurants in Colorado were open only for limited outdoor dining, delivery and carry-out service, with indoor dining rooms once again closed by government orders. In early January 2021, we re-opened these dining rooms, with limited occupancy, as local regulations allowed. Our dining rooms in all other states in which Bad Daddy’s has operations were open at reduced capacity, during this time. Our dining rooms were open at full capacity for the full fiscal year ended September 27, 2022. We obtained Paycheck Protection Program (the “PPP”) loans as made available under government COVID relief initiatives. We applied for full forgiveness of our PPP loans, including those of our subsidiaries, on April 30, 2020 and received confirmation of full forgiveness of all such loans during June 2021. We currently have a meaningful cash balance and generated significant cash flow from operations during the fiscal year ended September 27, 2022. We have used a portion of this cash balance to repurchase Company stock under the Company’s Stock Repurchase Plan. On February 7, 2022, the Company’s board of directors approved a program to purchase up to an aggregate amount of up to $5.0 million dollars’ worth of the company’s common stock. As of September 27, 2022, a total of 316,447 shares have been repurchased under the plan, at an aggregate cost of approximately $1,065,000. On August 13, 2021, the Company commenced a tender offer (the “Tender Offer”) to purchase up to 1,413,000 shares of its common stock at a price per share of $4.60. On September 10, 2021, at 11:59 pm, the offer expired, and the Company subsequently accepted for payment, at a purchase price of $4.60 per share, a total of 333,241 shares properly tendered and not properly withdrawn before the expiration date, at an aggregate cost of approximately $1,532,908, excluding fees and expenses relating to the Tender Offer. While we believe that we will continue to have adequate working capital to meet our current needs, should business decline significantly, we would not likely choose to, and we may not be able to, take some of the same actions as we took in prior years to increase our liquidity as they would negatively impact the long-term performance of the business. |
Fiscal Year | Fiscal Year |
Principles of Consolidation | Principles of Consolidation |
Advertising Costs | Advertising Costs |
Accounting Estimates | Accounting Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories |
Property and Equipment | Property and Equipment Maintenance and repairs are charged to expense as incurred, and expenditures for major improvements are capitalized. When assets are retired, or otherwise disposed of, the property accounts are relieved of costs and accumulated depreciation with any resulting gain or loss credited or charged to income. |
Trademarks | Trademarks |
Goodwill | Goodwill The following table presents goodwill associated with each reporting unit as of September 27, 2022 and September 28, 2021 (in thousands): September 27, 2022 September 28, 2021 Good Times $ 96 $ 96 Bad Daddy’s 5,617 5,054 Total $ 5,713 $ 5,150 Goodwill for the year ended September 27, 2022 increased $563,000 due to the purchase of a previously franchised Bad Daddy’s location in March 2022. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Given the results of our analyses throughout the fiscal year ended September 27, 2022, we identified five restaurants where the expected future cash flows would not be sufficient to recover the carrying value of the associated assets, resulting in non-cash charges of $3,437,000. Of this amount, $790,000 related to three Good Times restaurants and $2,647,000 related to two Bad Daddy’s restaurants. There were no impairments in the fiscal year ended September 28, 2021. |
Leases | Leases The Company determines if a contract contains a lease at inception. The Company currently has leases that are classified as operating leases. The Company’s material long-term operating lease agreements are for the land and buildings for our restaurants as well as our corporate office. The lease term begins on the date that the Company takes possession under the lease, including the pre-opening period during construction, when in most cases the Company is not making rent payments. Operating lease assets and liabilities are recognized at the lease commencement date for material leases with a term of greater than 12 months. Operating lease liabilities represent the present value of future minimum lease payments. Since our leases do not provide an implicit rate, our operating lease liabilities are calculated using our estimated incremental borrowing rate based on a collateralized borrowing over the term of each individual lease. Minimum lease payments include only fixed lease components of the agreement, as well as variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepaid or accrued lease payments, initial direct costs and lease incentives. Lease incentives are recognized when earned and reduce our operating lease asset related to the lease. They are amortized through the operating lease assets as reductions of rent expense over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term. In certain situations, lease contracts are amended or otherwise changed. Based upon an analysis of those changes, specifically whether additional rights have been conveyed and additional lease payments are required, the Company will assess whether the original lease is remeasured, or whether an additional lease has been created. Certain of the Company’s operating leases contain clauses that provide for contingent rent based on a percentage of sales greater than certain specified target amounts. Variable lease payments that do not depend on a rate or index, escalation in the index subsequent to the initial measurement, payments associated with non-lease components such as common area maintenance, real estate taxes and insurance, and short-term lease payments (leases with a term with 12 months or less) are expensed as incurred or when the achievement of the specified target that triggers the contingent rent is considered probable. The Company has four subleases in which the sublessee generally pays the master landlord directly. We disclose details of sublease income and its impact on operating lease expense in Note 6. |
Deferred Liabilities | Deferred Liabilities |
Revenue Recognition | Revenue Recognition 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 the gift card when it is redeemed and the performance obligation is completed, 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. 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. |
Preopening Costs | Preopening Costs |
Income Taxes | Income Taxes The Company has significant net operating loss carryforwards from prior years and incurred additional net operating losses during the fiscal year ended September 27, 2022. Full valuation allowances were made to reduce any deferred tax assets incurred to zero; therefore, no income tax provision or benefit was recognized for the fiscal years ended September 27, 2022 and September 28, 2021 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 2019 through 2022. 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 September 27, 2022. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding: September 27, September 28, Weighted-average shares outstanding basic 12,464,408 12,677,652 Effect of potentially dilutive securities: Stock options - 88,576 Restricted stock units - 61,952 Weighted-average shares outstanding diluted 12,464,408 12,828,180 Excluded from diluted weighted-average shares outstanding: Antidilutive 237,128 75,641 |
Financial Instruments and Concentrations of Credit Risk | Financial Instruments and Concentrations of Credit Risk Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of receivables. At September 27, 2022 and September 28, 2021, notes receivable totaled $0 and $13,000 respectively. Additionally, the Company has other current receivables totaling $694,000 as of September 27, 2022. This includes $104,000 of franchise receivables, $229,000 of 3 rd The Company purchases most of its restaurant food and paper through a single distribution company. The Company believes a sufficient number of other distributors exist from which food and paper could be purchased to prevent any long-term, adverse consequences. The Company operates in two industry segments, quick service restaurants and casual dining restaurants. A geographic concentration exists because the Company’s customers are generally located in Colorado and the Southeast region of the U.S., most significantly in North Carolina. |
Stock-Based Compensation | Stock-Based Compensation |
Variable Interest Entities | Variable Interest Entities |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following three levels of inputs may be used to measure fair value and require that the assets or liabilities carried at fair value are disclosed by the input level under which they were valued. Level 1: Quoted market prices in active markets for identical assets and liabilities. Level 2: Observable inputs other than defined in Level 1, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are not corroborated by observable market data. |
Non-controlling Interests | Non-controlling Interests Our non-controlling interests currently consist of one joint venture partnership involving six Good Times restaurants and five joint venture partnerships involving five Bad Daddy’s restaurants. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The company has adopted Accounting Standards Update (ASU) No. 2015-17, Income Tax (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The Company will apply this ASU retrospectively to all periods presented. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on the Company’s consolidated financial statements. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 27, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of goodwill | September 27, 2022 September 28, 2021 Good Times $ 96 $ 96 Bad Daddy’s 5,617 5,054 Total $ 5,713 $ 5,150 |
Summary of reconciles basic and diluted weighted-average shares outstanding | September 27, September 28, Weighted-average shares outstanding basic 12,464,408 12,677,652 Effect of potentially dilutive securities: Stock options - 88,576 Restricted stock units - 61,952 Weighted-average shares outstanding diluted 12,464,408 12,828,180 Excluded from diluted weighted-average shares outstanding: Antidilutive 237,128 75,641 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 27, 2022 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of goodwill and intangible assets | September 27, 2022 September 28, 2021 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Intangible assets subject to amortization: Non-compete agreements $ 25 $ (5 ) $ 20 $ 50 $ (46 ) $ 4 $ 25 $ (5 ) $ 20 $ 50 $ (46 ) $ 4 Indefinite-lived intangible assets: Trademarks $ 3,900 $ - $ 3,900 $ 3,900 $ - $ 3,900 Intangible assets, net $ 3,925 $ (5 ) $ 3,920 $ 3,950 $ (46 ) $ 3,904 Goodwill $ 5,713 $ - $ 5,713 $ 5,150 $ - $ 5,150 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Sep. 27, 2022 | |
Other Accrued Liabilities [Abstract] | |
Schedule of other accrued liabilities | September 27, 2022 September 28, 2021 Wages and other employee benefits $ 2,773 $ 3,282 Taxes, other than income tax 1,181 1,334 Gift card liability, net of breakage 985 375 General expense accrual and other 1,866 1,403 Total $ 6,805 $ 6,394 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 27, 2022 | |
Leases (Tables) [Line Items] | |
Schedule of components of operating lease costs | Classification Fiscal 2022 Fiscal 2021 Operating lease cost Occupancy, Other restaurant operating costs, preopening costs and General and administrative expenses, net $ 7,328 $ 6,982 Variable lease cost Occupancy 136 71 Sublease income Occupancy (536 ) (535 ) Total lease expense $ 6,928 $ 6,518 |
Schedule of components of lease assets and liabilities | Classification September 27, September 28, Right-of-use assets Operating lease assets $ 42,463 $ 45,737 Current lease liabilities Operating lease liability $ 5,430 $ 4,935 Non-current lease liabilities Operating lease liability, less current portion 45,544 49,723 Total lease liabilities $ 50,974 $ 54,658 |
Schedule of supplemental cash flow disclosures | Fiscal 2022 Fiscal 2021 Cash paid for operating lease liabilities $ 7,235 $ 7,028 Non-cash operating lease assets obtained in exchange for operating lease liabilities $ 571 $ 324 |
Schedule of weighted average lease term and discount rate | September 27, September 28, Weighted average remaining lease term (in years) 8.6 9.5 Weighted average discount rate 5.0 % 5.0 % |
Schedule of future minimum rent payments for our operating leases | Fiscal year ending: Total 2023 7,848 2024 7,748 2025 7,830 2026 7,269 2027 6,917 Thereafter 25,642 Total minimum lease payments 63,253 Less: imputed interest (12,280 ) Present value of lease liabilities $ 50,974 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 27, 2022 | |
IncomeTax [Abstract] | |
Schedule of deferred tax assets and liabilities | September 27, 2022 September 28, 2021 Deferred income tax assets (liabilities): Tax effect of net operating loss carry-forward $ 3,942 $ 4,061 General business credits 5,225 4,353 Deferred revenue 50 65 Intangibles basis differences 398 678 Long-term lease liability 11,113 11,782 Other future benefits 666 5 Deferred tax assets 21,394 20,944 Less valuation allowance (10,535 ) (9,371 ) Deferred tax assets, net of valuation allowance 10,859 11,573 Partnership/joint venture basis differences (30 ) (5 ) Property and Equipment basis differences (1,424 ) (1,764 ) ROU asset (9,225 ) (9,804 ) Other future expense (180 ) - Deferred tax liabilities (10,859 ) (11,573 ) Net deferred tax asset (liabilities) $ - $ - |
Schedule of income tax benefit expense | Fiscal 2022 Fiscal 2021 Current income tax expense (benefit) $ (5 ) $ 6 Deferred income tax expense (benefit) - - Total income tax expense (benefit) $ (5 ) $ 6 |
Schedule of income tax expense | Fiscal 2022 Fiscal 2021 Total expense (benefit) computed by applying statutory federal rate $ (556 ) $ 3,527 State income tax, net of federal tax benefit (56 ) 260 FICA/WOTC tax credits (694 ) (587 ) Effect of change in tax law - (2,875 ) Effect of change in valuation allowance 1,164 1,967 Permanent differences 60 (2,338 ) Other 87 52 Provision for income taxes $ (5 ) $ 6 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Sep. 27, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of weighted average assumptions used to estimate fair value of stock option grants | Incentive and Non-Statutory Stock Options Fiscal 2022 Expected term (years) 4.5 - 6.5 Expected volatility 61.25% - 61.31% Risk-free interest rate 0.90% - 1.76% Expected dividends - |
Schedule of stock option activity | Shares Weighted Weighted Average Outstanding at beginning of year 443,815 $ 3.63 Options granted 105,000 $ 4.90 Options exercised (56,104 ) $ 2.76 Forfeited (22,550 ) $ 4.52 Expired - - Outstanding Sept 27, 2022 470,161 $ 3.97 5.8 Exercisable Sept 27, 2022 324,044 $ 3.61 5.0 |
Schedule of non-vested restricted stock units | Shares Grant Date Fair Non-vested shares at beginning of year 61,952 $1.54 to $3.95 Granted 28,000 $4.50 Exercised (15,616 ) $3.95 Forfeited (1,000 ) $4.50 Non-vested shares at September 27, 2022 73,336 $1.54 to $4.50 |
Schedule of activity in non-controlling interests | Bad Daddy’s Good Times Total Balance at September 28, 2021 $ 915 $ 209 $ 1,124 Income attributable to non-controlling interests $ 1,186 $ 528 $ 1,714 Contributions from unrelated limited partners $ 33 - $ 33 Distributions to unrelated limited partners $ (1,093 ) $ (475 ) $ (1,568 ) Balance at September 27, 2022 $ 1,041 $ 263 1,303 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Sep. 27, 2022 | |
Segment Reporting [Abstract] | |
Schedule of reportable segments | Fiscal Year 2022 2021 Revenues Bad Daddy’s $ 103,502 $ 88,844 Good Times 34,698 35,109 Total $ 138,200 $ 123,953 Income (loss) from operations Bad Daddy’s $ (811 ) $ 3,274 Good Times (67 ) 3,623 Total $ (878 ) $ 6,897 Capital Expenditures Bad Daddy’s $ 1,909 $ 2,867 Good Times 769 331 Total $ 2,678 $ 3,198 Property & Equipment, net Bad Daddy’s $ 19,575 $ 23,747 Good Times 2,676 3,480 Total $ 22,251 $ 27,227 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Feb. 07, 2022 | Sep. 10, 2021 | Sep. 27, 2022 | Sep. 28, 2021 | Aug. 13, 2021 | |
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Stock repurchased (in Shares) | 316,447 | ||||
Aggregate cost of stock repurchased | $ 1,065,000 | ||||
Maximum number of common stock shares that could be repurchased through Tender Offer (in Shares) | 1,413,000 | ||||
Maximum number of common stock shares that could be repurchased through tender offer, purchase price per share (in Dollars per share) | $ 4.6 | ||||
Purchase price of shares repurchased through tender offer (in Dollars per share) | $ 4.6 | ||||
Number of shares repurchased through tender offer (in Shares) | 333,241 | ||||
Cost of shares repurchased through tender offer | $ 1,532,908 | ||||
Advertising funds from franchisees | 273,000 | $ 278,000 | |||
FDIC insured limit | 250,000 | ||||
Goodwill | 5,713,000 | 5,150,000 | |||
Asset impairment costs | 3,437,000 | ||||
Deferred tax assets | $ 10,859,000 | $ 11,573,000 | |||
Effective income tax rate | 0% | 0% | |||
Financing Receivable, after Allowance for Credit Loss | $ 0 | $ 13,000 | |||
Receivables | 694,000 | 644,000 | |||
Franchise receivables | 104,000 | ||||
Franchise receivables | $ 229,000 | ||||
Common Stock [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Aggregate amount of stock purchase | $ 5,000,000 | ||||
Minimum [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Estimated useful lives | 8 years | ||||
Income Taxes [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Deferred tax assets | $ 0 | $ 0 | |||
Four of Bad Daddy's limited liability companies [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Ownership interest | 54% | ||||
Four of Bad Daddy's limited liability companies [Member] | Minimum [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Ownership interest | 50% | ||||
Four of Bad Daddy's limited liability companies [Member] | Maximum [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Ownership interest | 75% | ||||
One of Bad Daddy's limited liability companies [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Ownership interest | 23% | ||||
Bad Daddy’s [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Goodwill | $ 563,000 | ||||
Three Good Times Restaurants [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Asset impairment costs | 790,000 | ||||
Two Bad Daddy’s Restaurants [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Asset impairment costs | 2,647,000 | ||||
3rd party delivery [Member] | |||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Financing Receivable, after Allowance for Credit Loss | 234,000 | ||||
Receivables | $ 127,000 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - Schedule of goodwill - USD ($) $ in Thousands | Sep. 27, 2022 | Sep. 28, 2021 |
Goodwill [Line Items] | ||
Total | $ 5,713 | $ 5,150 |
Good Times [Member] | ||
Goodwill [Line Items] | ||
Total | 96 | 96 |
Bad Daddy’s [Member] | ||
Goodwill [Line Items] | ||
Total | $ 5,617 | $ 5,054 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details) - Summary of reconciles basic and diluted weighted-average shares outstanding - shares | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Summary Of Reconciles Basic And Diluted Weighted Average Shares Outstanding Abstract | ||
Weighted-average shares outstanding basic | 12,464,408 | 12,677,652 |
Effect of potentially dilutive securities: | ||
Stock options | 88,576 | |
Restricted stock units | 61,952 | |
Weighted-average shares outstanding diluted | 12,464,408 | 12,828,180 |
Excluded from diluted weighted-average shares outstanding: | ||
Antidilutive | 237,128 | 75,641 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) | 12 Months Ended |
Sep. 27, 2022 USD ($) | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill impairment loss | $ 10,000,000 |
Amortization expense | $ 5,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of goodwill and intangible assets - USD ($) $ in Thousands | Sep. 27, 2022 | Sep. 28, 2021 |
Intangible assets subject to amortization: | ||
Intangible assets, Gross Carrying Amount | $ 25 | $ 50 |
Intangible assets, Accumulated Amortization | (5) | (46) |
Intangible assets, Net Carrying Amount | 20 | 4 |
Indefinite-lived intangible assets: | ||
Intangible assets, net carrying amount, Gross Carrying Amount | 3,925 | 3,950 |
Intangible assets, net carrying amount, Accumulated Amortization | (5) | (46) |
Intangible assets, net carrying amount, Net Carrying Amount | 3,920 | 3,904 |
Goodwill, Gross Carrying Amount | 5,713 | 5,150 |
Goodwill, Accumulated Amortization | ||
Goodwill, Net Carrying Amount | 5,713 | 5,150 |
Non-compete agreements [Member] | ||
Intangible assets subject to amortization: | ||
Intangible assets, Gross Carrying Amount | 25 | 50 |
Intangible assets, Accumulated Amortization | (5) | (46) |
Intangible assets, Net Carrying Amount | 20 | 4 |
Trademarks [Member] | ||
Indefinite-lived intangible assets: | ||
Intangible assets, net carrying amount, Gross Carrying Amount | 3,900 | 3,900 |
Intangible assets, net carrying amount, Accumulated Amortization | ||
Intangible assets, net carrying amount, Net Carrying Amount | $ 3,900 | $ 3,900 |
Notes Payable and Long-Term D_2
Notes Payable and Long-Term Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Sep. 27, 2022 | Sep. 28, 2021 | May 31, 2020 | |
Notes Payable and Long-Term Debt (Details) [Line Items] | |||||
Interest rate | 0.25% | ||||
Description of interest at a variable rate | As of September 27, 2022, any borrowings under the Cadence Credit Facility, as amended, bear interest at a variable rate based upon the Company’s election of (i) 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 0.250% floor, plus 3.5%. | ||||
Description of cadence credit facility | As of September 27, 2022, the Cadence Credit Facility contains certain affirmative and negative covenants and events of default that the Company considers customary for an agreement of this type, including financial covenants setting a maximum leverage ratio of 5.15:1, a minimum pre-distribution fixed charge coverage ratio of 1.25:1, a minimum post-distribution fixed charge coverage ratio of 1.10:1 and minimum liquidity of $2.0 million. As of September 27, 2022, the Company was in compliance with all of these financial covenants under the Cadence Credit Facility. | ||||
Unamortized fees | $ 20,000 | ||||
Cadence Credit Facility [Member] | |||||
Notes Payable and Long-Term Debt (Details) [Line Items] | |||||
Maturity date | The Company maintains a credit agreement with Cadence Bank (“Cadence”) pursuant to which, as amended, Cadence has agreed to loan the Company up to $8,000,000 with a maturity date of January 31, 2023 (as amended, the “Cadence Credit Facility”). | ||||
Cadence agreed loan | $ 8,000,000 | ||||
Professional fees | 308,500 | ||||
Paycheck Protection Program Loans [Member] | |||||
Notes Payable and Long-Term Debt (Details) [Line Items] | |||||
Unsecured loans in principal amount | $ 11,645,000 | ||||
Gain on debt extinguishment | $ 11,778,226 | ||||
Interest expense on notes payable and capital leases | 54,000 | $ 269,000 | |||
Cadence Credit Facility [Member] | |||||
Notes Payable and Long-Term Debt (Details) [Line Items] | |||||
Unsecured loans in principal amount | $ 11,645,000 | ||||
Gain on debt extinguishment | $ 11,778,226 | ||||
Interest expense on notes payable and capital leases | $ 20,000 | $ 269,000 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - Schedule of other accrued liabilities - USD ($) $ in Thousands | Sep. 27, 2022 | Sep. 28, 2021 |
Schedule of Other Accrued Liabilities [Abstract] | ||
Wages and other employee benefits | $ 2,773 | $ 3,282 |
Taxes, other than income tax | 1,181 | 1,334 |
Gift card liability, net of breakage | 985 | 375 |
General expense accrual and other | 1,866 | 1,403 |
Total | $ 6,805 | $ 6,394 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | |
Jul. 30, 2021 | Sep. 27, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding commitments | $ 204,000 | |
Damages sought | $ 18,000,000 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Leases (Details) [Line Items] | ||
Remaining lease term | 20 years | |
Contingent rent paid (in Dollars) | $ 136,000 | $ 71,000 |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Initial lease term | 10 years | |
Lease renewal term | 10 years | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Initial lease term | 20 years | |
Lease renewal term | 15 years | |
Bad Daddy's Franchise Development, LLC [Member] | Drive Thru [Member] | ||
Leases (Details) [Line Items] | ||
Lease expire term | 16 years | |
Remaining lease term | 5 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of components of operating lease costs - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Leases (Details) - Schedule of components of operating lease costs [Line Items] | ||
Operating lease cost | $ 7,328 | $ 6,982 |
Variable lease cost | 136 | 71 |
Sublease income | (536) | (535) |
Lease cost, Total | $ 6,928 | $ 6,518 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of components of lease assets and liabilities - USD ($) $ in Thousands | Sep. 27, 2022 | Sep. 28, 2021 |
Leases (Details) - Schedule of components of lease assets and liabilities [Line Items] | ||
Right-of-use assets | $ 42,463 | $ 45,737 |
Current lease liabilities | 5,430 | 4,935 |
Non-current lease liabilities | 45,544 | 49,723 |
Total lease liabilities | $ 50,974 | $ 54,658 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of supplemental cash flow disclosures - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Leases (Details) - Schedule of supplemental cash flow disclosures [Line Items] | ||
Cash paid for operating lease liabilities | $ 7,235 | $ 7,028 |
Non-cash operating lease assets obtained in exchange for operating lease liabilities | $ 571 | $ 324 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of weighted average lease term and discount rate | Sep. 27, 2022 | Sep. 28, 2021 |
Leases (Details) - Schedule of weighted average lease term and discount rate [Line Items] | ||
Weighted average remaining lease term (in years) | 8 years 7 months 6 days | 9 years 6 months |
Weighted average discount rate | 5% | 5% |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of future minimum rent payments for our operating leases $ in Thousands | Sep. 27, 2022 USD ($) |
Leases (Details) - Schedule of future minimum rent payments for our operating leases [Line Items] | |
2023 | $ 7,848 |
2024 | 7,748 |
2025 | 7,830 |
2026 | 7,269 |
2027 | 6,917 |
Thereafter | 25,642 |
Total minimum lease payments | 63,253 |
Less: imputed interest | (12,280) |
Present value of lease liabilities | $ 50,974 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |||||||||||
Sep. 27, 2021 | Sep. 27, 2020 | Sep. 27, 2019 | Sep. 25, 2019 | Sep. 27, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 24, 2019 | Sep. 25, 2018 | Sep. 30, 2012 | Sep. 25, 2011 | |
Income Taxes (Details) [Line Items] | ||||||||||||
Net operating loss carry forwards | $ 11,840,000 | $ 2,554,000 | $ 1,686,000 | |||||||||
Operating loss carry-forwards utilization limit | $ 727,000 | |||||||||||
General business tax credits | $ 5,225,000 | $ 2,014 | $ 2,022 | $ 2,041 | $ 5,225,000 | $ 5,225,000 | $ 5,225,000 | |||||
Minimum [Member] | ||||||||||||
Income Taxes (Details) [Line Items] | ||||||||||||
Operating loss carryforwards expiration year | 2025 | |||||||||||
General business tax credits expiration year | 2034 | |||||||||||
Maximum [Member] | ||||||||||||
Income Taxes (Details) [Line Items] | ||||||||||||
Operating loss carryforwards expiration year | 2038 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Schedule Of Deferred Tax Assets And Liabilities Abstract | ||
Tax effect of net operating loss carry-forward | $ 3,942 | $ 4,061 |
General business credits | 5,225 | 4,353 |
Deferred revenue | 50 | 65 |
Intangibles basis differences | 398 | 678 |
Long-term lease liability | 11,113 | 11,782 |
Other future benefits | 666 | 5 |
Deferred tax assets | 21,394 | 20,944 |
Less valuation allowance | (10,535) | (9,371) |
Deferred tax assets, net of valuation allowance | 10,859 | 11,573 |
Partnership/joint venture basis differences | (30) | (5) |
Property and Equipment basis differences | (1,424) | (1,764) |
ROU asset | (9,225) | (9,804) |
Other future expense | (180) | |
Deferred tax liabilities | (10,859) | (11,573) |
Net deferred tax asset (liabilities) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax benefit expense - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Schedule Of Income Tax Benefit Expense Abstract | ||
Current income tax expense (benefit) | $ (5) | $ 6 |
Deferred income tax expense (benefit) | ||
Total income tax expense (benefit) | $ (5) | $ 6 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of income tax expense - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Schedule Of Income Tax Expense Abstract | ||
Total expense (benefit) computed by applying statutory federal rate | $ (556) | $ 3,527 |
State income tax, net of federal tax benefit | (56) | 260 |
FICA/WOTC tax credits | (694) | (587) |
Effect of change in tax law | (2,875) | |
Effect of change in valuation allowance | 1,164 | 1,967 |
Permanent differences | 60 | (2,338) |
Other | 87 | 52 |
Provision for income taxes | $ (5) | $ 6 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 27, 2022 | Sep. 28, 2021 | |
Shareholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding | 12,274,351 | 12,512,072 | |
Stock based compensation expense (in Dollars) | $ 250,000 | $ 362,000 | |
Stock options granted, shares | 105,000 | ||
Market price (in Dollars) | 5 | ||
Common stock market price per share (in Dollars per share) | $ 7.5 | ||
Aggregate intrinsic value of outstanding options (in Dollars) | $ 459,277 | $ 634,000 | |
Remaining total unrecognized compensation cost (in Dollars) | $ 200,000 | ||
Weighted average period | 1 year 10 months 24 days | ||
Stock options exercise | 56,104 | 187,291 | |
Proceeds from stock option exercises (in Dollars) | $ 156,000 | $ 440,000 | |
Stock option exercise, shares | 56,104 | ||
Stock options granted, per-share weighted average fair value (in Dollars per share) | $ 4.5 | ||
Stock-based compensation expense (in Dollars) | $ 40,000 | ||
Restricted stock granted, shares | 28,000 | ||
Common Stock [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Common stock, shares authorized | 50,000,000 | ||
Common stock, par value (in Dollars per share) | $ 1 | ||
Common stock, shares outstanding | 12,274,351 | 12,512,072 | |
Stock option exercise, shares | 56,104 | 184,682 | |
Director [Member] | 2018 Plan [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Stock options granted, shares | 12,948 | ||
Stock options granted, per-share weighted average fair value (in Dollars per share) | $ 2.78 | ||
Performance Shares [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Stock option exercise, shares | 9,256 | ||
Stock options granted, per-share weighted average fair value (in Dollars per share) | $ 4.35 | ||
Performance Shares [Member] | Chief Executive Officer [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Stock options granted, shares | 10,000 | ||
Stock options granted, per-share weighted average fair value (in Dollars per share) | $ 2.77 | ||
Restricted Stock [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Remaining total unrecognized compensation cost (in Dollars) | $ 100,000 | ||
Weighted average period | 2 years 3 months 18 days | ||
Restricted stock granted, shares | 28,000 | ||
Mr. Karnes [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Stock options granted, shares | 25,000 | ||
Additional stock option shares | 25,000 | ||
Mr. Zink [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Stock options granted, shares | 80,000 | ||
Common stock capital market (in Dollars) | $ 6 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of weighted average assumptions used to estimate fair value of stock option grants | 12 Months Ended |
Sep. 27, 2022 | |
Shareholders' Equity (Details) - Schedule of weighted average assumptions used to estimate fair value of stock option grants [Line Items] | |
Expected dividends | |
Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of weighted average assumptions used to estimate fair value of stock option grants [Line Items] | |
Expected term (years) | 4 years 6 months |
Expected volatility | 61.25% |
Risk-free interest rate | 0.90% |
Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of weighted average assumptions used to estimate fair value of stock option grants [Line Items] | |
Expected term (years) | 6 years 6 months |
Expected volatility | 61.31% |
Risk-free interest rate | 1.76% |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of stock option activity | 12 Months Ended |
Sep. 27, 2022 $ / shares shares | |
Schedule Of Stock Option Activity Abstract | |
Shares, Outstanding at beginning balance | shares | 443,815 |
Weighted Average Exercise Price, Outstanding at beginning balance | $ / shares | $ 3.63 |
Shares, Options granted | shares | 105,000 |
Weighted Average Exercise Price, Options granted | $ / shares | $ 4.9 |
Shares, Options exercised | shares | (56,104) |
Weighted Average Exercise Price, Options exercised | $ / shares | $ 2.76 |
Shares, Forfeited | shares | (22,550) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 4.52 |
Shares, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Shares, Outstanding ending balance | shares | 470,161 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 3.97 |
Weighted Average Remaining Contractual Life (Yrs.), Outstanding ending balance | 5 years 9 months 18 days |
Shares, Exercisable Sept 27, 2022 | shares | 324,044 |
Weighted Average Exercise Price, Exercisable Sept 27, 2022 | $ / shares | $ 3.61 |
Weighted Average Remaining Contractual Life (Yrs.),Exercisable Sept 27, 2022 | 5 years |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of non-vested restricted stock units | 12 Months Ended |
Sep. 27, 2022 $ / shares shares | |
Shareholders' Equity (Details) - Schedule of non-vested restricted stock units [Line Items] | |
Shares, Non-vested shares, at beginning balance (in Shares) | shares | 61,952 |
Shares, Granted (in Shares) | shares | 28,000 |
Grant Date Fair Value Per Share, Granted | $ 4.5 |
Shares, Exercised (in Shares) | shares | (15,616) |
Grant Date Fair Value Per Share Exercised | $ 3.95 |
Shares, Forfeited (in Shares) | shares | (1,000) |
Grant Date Fair Value Per Share Forfeited | $ 4.5 |
Shares, Non-vested shares at ending balance (in Shares) | shares | 73,336 |
Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of non-vested restricted stock units [Line Items] | |
Grant Date Fair Value Per Share, Non-vested shares at beginning balance | $ 1.54 |
Grant Date Fair Value Per Share Non-vested shares at ending balance | 1.54 |
Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of non-vested restricted stock units [Line Items] | |
Grant Date Fair Value Per Share, Non-vested shares at beginning balance | 3.95 |
Grant Date Fair Value Per Share Non-vested shares at ending balance | $ 4.5 |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of activity in non-controlling interests - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Shareholders' Equity (Details) - Schedule of activity in non-controlling interests [Line Items] | ||
Balance at September 28, 2021 | $ 1,124 | |
Income attributable to non-controlling interests | 1,714 | $ 1,613 |
Contributions from unrelated limited partners | 33 | 20 |
Distributions to unrelated limited partners | (1,568) | (1,802) |
Balance at September 27, 2022 | 1,303 | 1,124 |
Bad Daddy’s [Member] | ||
Shareholders' Equity (Details) - Schedule of activity in non-controlling interests [Line Items] | ||
Balance at September 28, 2021 | 915 | |
Income attributable to non-controlling interests | 1,186 | |
Contributions from unrelated limited partners | 33 | |
Distributions to unrelated limited partners | (1,093) | |
Balance at September 27, 2022 | 1,041 | 915 |
Good Times [Member] | ||
Shareholders' Equity (Details) - Schedule of activity in non-controlling interests [Line Items] | ||
Balance at September 28, 2021 | 209 | |
Income attributable to non-controlling interests | 528 | |
Contributions from unrelated limited partners | ||
Distributions to unrelated limited partners | (475) | |
Balance at September 27, 2022 | $ 263 | $ 209 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 12 Months Ended | |
Sep. 28, 2021 | Sep. 27, 2022 | |
Retirement Plan (Details) [Line Items] | ||
Employee contributed rate | 3% | |
Contribution matching rate | 50% | |
Contribution expense (in Dollars) | $ 216,000 | $ 207,000 |
Minimum [Member] | ||
Retirement Plan (Details) [Line Items] | ||
Employee contributed rate | 3% | |
Maximum [Member] | ||
Retirement Plan (Details) [Line Items] | ||
Employee contributed rate | 5% |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of reportable segments - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2022 | Sep. 28, 2021 | |
Revenues | ||
Revenues | $ 138,200 | $ 123,953 |
Income (loss) from operations | ||
Income (loss) from operations | (878) | 6,897 |
Capital Expenditures | ||
Capital Expenditures | 2,678 | 3,198 |
Property & Equipment, net | ||
Property & Equipment, net | 22,251 | 27,227 |
Bad Daddy’s [Member] | ||
Revenues | ||
Revenues | 103,502 | 88,844 |
Income (loss) from operations | ||
Income (loss) from operations | (811) | 3,274 |
Capital Expenditures | ||
Capital Expenditures | 1,909 | 2,867 |
Property & Equipment, net | ||
Property & Equipment, net | 19,575 | 23,747 |
Good Times [Member] | ||
Revenues | ||
Revenues | 34,698 | 35,109 |
Income (loss) from operations | ||
Income (loss) from operations | (67) | 3,623 |
Capital Expenditures | ||
Capital Expenditures | 769 | 331 |
Property & Equipment, net | ||
Property & Equipment, net | $ 2,676 | $ 3,480 |