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. |