As filed with the Securities and Exchange Commission on June 7 , 2013
Registration No. 333-188183


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

GOOD TIMES RESTAURANTS INC.
(Exact name of registrant as specified in its charter)

Nevada
5812
84-1133368
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

601 Corporate Circle
Golden, Colorado 80401
(303) 384-1400
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 

Boyd E. Hoback
President and Chief Executive Officer
Good Times Restaurants Inc.
601 Corporate Circle
Golden, Colorado 80401
(303) 384-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
Copies to:
 

Roger C. Cohen, Esq.
Snell & Wilmer L.L.P.
1200 17th Street, Suite 1900
Denver, Colorado 80202
Telephone:  (303) 634-2000
Facsimile:  (303) 634-2020
Barry I. Grossman, Esq.
Benjamin S. Reichel, Esq.
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, New York 10017
Telephone:  (212) 370-1300
Facsimile:  (212) 370-7889

 
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x
 
 
 

 
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   o
Accelerated filer   o
Non-accelerated filer (do not check if a smaller reporting company)   o
Smaller reporting company   x

CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Proposed
Maximum
Aggregate
Offering Price
per Share (1)
Proposed Maximum
Aggregate Offering
Price (1)
Amount of
Registration Fee
Common stock, par value $0.001 (2)
 
$6,900,000
$941.16 (7)
Warrants to purchase common stock (2)
(5)
(5)
(6)
Shares of common stock underlying warrants (2) (3)
 
$4,312,500
$588.23
Underwriter’s warrants (4)
 
$483,000
$65.88
Shares of common stock underlying Underwriter’s warrants (3) (4)
 
$603,750
$82.35
TOTAL
 
$12,299,250
$1,677.62 (7)
 
(1)
Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act of 1933, as amended.

(2)
Includes [_____] shares of common stock and [_____] warrants which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

(4)
Assumes the underwriters’ over-allotment option is fully exercised.

(5)
The warrants to be issued to investors hereunder are included in the price of the common stock above.

(6)
No separate registration fee is required pursuant to Rule 457(g) promulgated under the Securities Act of 1933, as amended.

(7)
Registration fee of $818.40 previously paid.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.



 
 

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JUNE 7, 2013

Good Times Restaurants Inc.

[________] Shares of Common Stock
Warrants to Purchase [________] Shares of Common Stock
 
Good Times Restaurants Inc. is offering [________] shares of our common stock together with warrants to purchase [________] shares of our common stock.  One share of common stock is being sold together with a warrant, with each two warrants being exercisable on or before [______], 2018 for one share of common stock at an exercise price of [$___] per share.  We expect the offering price of a share of our common stock and the corresponding warrant to be between [$____] and [$____].
 
Our common stock is listed on the Nasdaq Capital Market under the symbol “GTIM.”  On May 30, 2013, the last reported sale price for our common stock as reported on the Nasdaq Capital Market was $3.06 per share.  Currently, no public market exists for our warrants.  We do not intend to apply for the listing of the warrants on any national securities exchange.  The shares of common stock and warrants are immediately separable and will be issued separately, but will be purchased together in this offering.

INVESTING IN OUR COMMON STOCK AND WARRANTS INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD CONSIDER CAREFULLY THE “RISK FACTORS” DESCRIBED IN THIS PROSPECTUS BEGINNING ON PAGE 11.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    Per Share (1)     Per Warrant (1)     Total  
Public offering price
  $       $       $    
Underwriting discounts and commissions (2)
  $       $       $    
Proceeds, before expenses, to us
  $       $       $    
 
 
 
(1)
One share of common stock is being sold together with a warrant, with each two warrants being exercisable for the purchase of one share of common stock.
 
(2)
See “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters a 45-day option to purchase up to [________] additional shares of common stock and additional warrants to purchase up to [________] additional shares of common stock from us at the offering price for each security, less underwriting discounts and commissions, to cover over-allotments, if any.

The underwriters expect to deliver our securities, against payment, on or about ________, 2013.
 
MAXIM GROUP LLC
 
The date of this prospectus is _________, 2013.

 
 

 

TABLE OF CONTENTS

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81
F-1

You should rely only on the information contained in this prospectus.  We have not, and the underwriters have not, authorized anyone to provide information different from that contained in this prospectus.  We are not, and the underwriters are not, making an offer to sell, or seeking offers to buy, these securities in jurisdictions where offers and sales are not permitted.  The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of these securities.
 
 
FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such statements are subject to the safe harbors created thereby.  A forward-looking statement is neither a prediction nor a guarantee of future events. We try, whenever possible, to identify these forward-looking statements by using words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “would,” “could,” and similar expressions.  Forward-looking statements may relate to, among other things:

 
·
business objectives and strategic plans;
 
·
operating strategies;
 
·
our ability to open and operate additional restaurants profitably and the timing of such openings;
 
·
our ability to develop and grow the Bad Daddy’s Burger Bar concept;
 
·
restaurant and franchise acquisitions;
 
·
anticipated price increases;
 
·
expected future revenues and earnings, comparable and non-comparable restaurant sales, results of operations, and future restaurant growth (both company-owned and franchised Good Times Burgers & Frozen Custard and Bad Daddy’s Burger Bar restaurants);
 
·
estimated costs of opening and operating new restaurants, including general and administrative, marketing, franchise development and restaurant operating costs;
 
·
anticipated selling, general and administrative expenses and restaurant operating costs, including commodity prices, labor and energy costs;
 
·
future capital expenditures;
 
·
our expectation that we will have adequate cash from operations to meet all capital expenditure and working capital requirements in the current fiscal year;
 
·
the sufficiency of the supply of commodities and labor pool to carry on our business;
 
·
success of advertising and marketing activities;
 
·
the absence of any material adverse impact arising out of any current litigation in which we are involved;
 
·
the impact of federal, state, or local government statutes, rules, and regulations;
 
·
the impact of the adoption of new accounting standards and our financial and accounting systems and analysis programs; and
 
·
the other matters described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”

Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. Given these risks and uncertainties, we urge you to read this prospectus completely with the understanding that actual future results may be materially different from what we plan or expect.

In some cases, information regarding certain important factors that could cause actual results to differ materially from any forward-looking statement appears together with such statement.  In addition, the factors described under “Risk Factors,” as well as other possible factors not listed, could cause actual results to differ materially from those expressed in forward-looking statements.  Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effect on, us.  Given these uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

All forward-looking statements speak only as of the date made.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.  Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

 
USE OF MARKET AND INDUSTRY DATA

This prospectus includes market and industry data that has been obtained from third party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industry in which we operate (including our management’s estimates and assumptions relating to such industry based on that knowledge).  Management’s knowledge of such industry has been developed through its experience and participation in this industry.  While our management believes the third party sources referred to in this prospectus are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources.  Internally prepared and third party market forecasts, in particular, are estimates only and may be inaccurate, especially over long periods of time.  In addition, the underwriters have not independently verified any of the industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management.  Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article.  The information in any such publication, report, survey or article is not incorporated by reference in this prospectus.
 
 
 
 
 
 
 
2

 
 
 
The following summary highlights information contained elsewhere in this prospectus.  It may not contain all of the information that is important to you.  You should read the entire prospectus carefully, especially the discussion regarding the risks of investing in our securities under the heading “Risk Factors,” before making an investment decision.
 
As used in this prospectus, unless the context requires otherwise, “Good Times,” “Company,” “we,” “us,” and “our” refer to Good Times Restaurants Inc. and its consolidated subsidiaries, including Good Times Drive-Thru Inc. (“GTDT”) and BD of Colorado LLC (“BDC”).  Both of GTDT and BDC are wholly-owned subsidiaries of Good Times Restaurants Inc.  Unless otherwise indicated or the context otherwise requires, financial and operating data in this prospectus reflect the consolidated business and operations of Good Times Restaurants Inc. and GTDT.
 
This prospectus includes trademarks, service marks and trade names owned by us or other companies.  All trademarks, service marks and trade names included in this prospectus are the property of their respective owners.
 
Overview
 
The Company was incorporated in Nevada in 1987.  Through our wholly-owned subsidiary, GTDT, we are engaged in the business of developing, owning, operating and franchising hamburger-oriented drive-through restaurants under the name Good Times Burgers & Frozen Custard.  Most of our restaurants are located in the front-range communities of Colorado but we also have franchised restaurants in North Dakota and Wyoming.  Over the last two years, we have sold or closed a small number of under-performing restaurants which has increased working capital and improved operating margins.  We have also repaid all of our bank debt, increased our equity and significantly improved the profitability of the Company.
 
As described below under “Recent Developments,” we recently entered into a series of agreements with Bad Daddy’s International, LLC, a North Carolina limited liability company (“BDI”), and Bad Daddy’s Franchise Development, LLC, a North Carolina limited liability company (“BDFD”), to acquire the exclusive development rights for Bad Daddy’s Burger Bar restaurants in Colorado, additional restaurant development rights for Arizona and Kansas, and a 48% voting ownership interest in the Bad Daddy’s Burger Bar franchisor entity, BDFD (collectively, the “Bad Daddy’s Transaction”).  Each of the material agreements relating to the Bad Daddy’s Transaction is summarized in the “Business-Recent Developments-Bad Daddy’s Burger Bar” section beginning on page 43 of this prospectus.
 
Financial & Brand Highlights
 
 
·
We have had eleven consecutive quarters of same store sales growth.
 
 
·
We had a 6.1% increase in same store sales for the first six months of fiscal 2013.
 
 
·
We have recently repaid all of our bank and term debt and have $158,000 of total capitalized leases and term debt on our balance sheet.
 
 
·
Our income from operations improved by $1,247,000 in fiscal 2011 compared to fiscal 2010 and by an additional $191,000 in fiscal 2012 compared to fiscal 2011, even in the midst of unprecedented commodity cost increases.
 
 
·
Our cost of sales, as a percentage of net sales, declined 1.7% in fiscal 2012 compared to fiscal 2011 as a result of menu price increases, new product introductions and re-engineering of each category of our menu.
 
 
·
Our net revenues for fiscal 2012 decreased by $897,000 (-4.4%) to $19,706,000 from $20,603,000 for fiscal year 2011, primarily due to two closed stores during fiscal 2012.  Our net revenues for the six month period ended March 31, 2013 increased by $455,000 (+4.8%) to $9,871,000 from $9,416,000 for the six month period ended March 31, 2012.
  
 
 
 
 
·
Our loss from operations was $474,000 in fiscal 2012 compared to $665,000 in fiscal 2011.  We had a loss from operations of $622,000 for the six month period ended March 31, 2013 compared to a loss of $643,000 for the same prior year period.
 
 
·
Our net loss was $668,000 for fiscal 2012 compared to $895,000 for fiscal 2011.  Our net loss for the six month period ended March 31, 2013 was $666,000 compared to a net loss of $747,000 for the same prior year period.
 
 
·
In November, 2012 we introduced a new breakfast menu that is already generating over 7.5% of total sales.
 
 
·
During fiscal 2012, we began a reimaging and remodeling program for our older restaurants that we plan to complete in fiscal 2013 and 2014 using a portion of the proceeds of this offering.
 
 
·
We recently introduced a new All Natural, Handbreaded Chicken Tenderloin platform to replace our prior chicken item.  In early results, we have increased the category’s sales mix from approximately 8% of total sales to over 13%.
 
 
·
We believe Good Times is the only quick service restaurant concept in Colorado offering all natural beef and chicken with no hormones, no steroids, no antibiotics and humanely raised, vegetarian fed animals with no animal byproducts in the feed.
 
 
·
We began a new television campaign the last week of March 2013 for the first time in over three years.  We hope to achieve continued same store sales increases through fiscal 2013 as a result of the television broadcast media, the new breakfast menu, the new chicken platform and other menu innovations.
 
 
·
We recently signed a new five-year distribution agreement with Food Services of America that we believe will lower our overall cost of sales as a percentage of sales as a result of improved distribution and purchasing costs.
 
 
·
Over the last two years, we have sold a few underperforming restaurants for cash and have purchased one high volume franchised restaurant from a franchisee.  We anticipate the effect will be improvement in our income from operations margin as a percentage of sales.
 
 
·
We plan to build additional Good Times Burgers & Frozen Custard company-owned restaurants in Colorado, utilizing our 2,000 square foot, 50 seat dining room design.
 
Recent Developments
 
After looking at over two dozen concepts for possible acquisition over the last year, we have entered into a series of agreements with BDI and BDFD to acquire the exclusive development rights for Bad Daddy’s Burger Bar restaurants in Colorado, additional restaurant development rights for Arizona and Kansas, and a 48% voting ownership interest in the franchisor entity, BDFD, for the offering of Bad Daddy’s Burger Bar restaurant franchises.
 
Bad Daddy’s Burger Bar is a relatively new restaurant concept that has been in existence for approximately three years.  There are currently five existing Bad Daddy’s Burger Bar restaurants, all of which are located in North Carolina, including an airport concession licensed to Host Marriot Services in the Charlotte, N.C. airport.  Of the existing restaurants, three have been open for more than one year.
 
BDI is owned by Dennis Thompson, a restaurant entrepreneur who has developed and taken public or sold multiple concepts (Lone Star Steakhouse, Bailey’s Sports Grille, Fox & Hound Pub, Firebird’s Woodfired Grill), and by Frank Scibelli, a local restaurateur operating multiple highly successful, award winning concepts including Mama Ricotta’s, Cantina 1511, Midwood Smokehouse Barbeque, and Paco’s Tacos and Tequila.  Our criteria for acquiring a new growth concept were threefold:
 
 
 
 
 
1)
A highly differentiated concept exhibiting high customer loyalty;
 
2)
Industry leading unit economic model exceeding a 40% cash on cash return; and
 
3)
Experienced management that intends to participate in the future growth and development of the concept.
 
We believe that Bad Daddy’s Burger Bar meets each of these criteria and can provide the vehicle for robust growth for the Company, leveraging our existing infrastructure and fixed expenses in administration, accounting, information technology, purchasing, human resources and training, marketing and operating systems and processes while partnering with successful serial restaurateurs who will continue to provide brand leadership and strategy as the concept is expanded.  Bad Daddy’s Burger Bar operates in a different segment of the restaurant industry from Good Times Burgers & Frozen Custard as a full service, upscale casual restaurant concept with a chef-driven menu specializing in signature recipes, gourmet burgers, sandwiches, salads, appetizers and desserts with a full bar specializing in craft microbrews.  Based on management’s review of the average sales of the three operating restaurants that have been open for more than one year, we believe that Bad Daddy’s Burger Bar average sales per restaurant are much higher than the Good Times Burgers & Frozen Custard average sales per restaurant, as is the Bad Daddy’s Burger Bar average customer check.
 
We purchased the 48% interest in BDFD for an aggregate subscription price of $750,000.  The first $375,000 installment was paid on April 15, 2013. The remaining $375,000 installment is to be paid on or before the six month anniversary of the execution date of the subscription agreement.  In addition, pursuant to the terms of the BDFD operating agreement, we may be required to make an additional capital contribution to BDFD of up to $480,000.
 
For more information regarding the Bad Daddy’s Transaction and the material agreements relating thereto, see “Business-Recent Developments-Bad Daddy’s Burger Bar” beginning on page 43 of this prospectus.
 
Company Information
 
We were incorporated as a Nevada corporation on October 6, 1987.  Our executive offices are located at 601 Corporate Circle, Golden, Colorado 80401.  Our telephone number is (303) 384-1400 and our website address is www.goodtimesburgers.com.  The information on or accessible through our website is not part of this prospectus.
 
We use Good Times, Good Times Burgers & Frozen Custard and the Good Times logo in the United States.  BDI owns the Bad Daddy’s Burger Bar trademark and related service marks, subject to license rights granted to BDFD and sublicenses granted by BDFD to others, including BDC.  All other trademarks, service marks or trade names referred to in this prospectus are the property of their respective owners.
 
Our Principal Stockholder
 
Following completion of this offering, Small Island Investments Limited (“SII”) will beneficially own approximately [___%] of our outstanding common stock, or [___%] if the underwriters’ over-allotment option is fully exercised, or [___%] if the warrants issued to the public in this offering are fully exercised.  In addition, by virtue of its ownership of Series C Convertible Preferred Stock, SII will continue to have certain rights and preferences over the holders of our common stock, including a right to approve certain major corporate transactions.  As a result, SII will be able to have significant influence regarding the strategic direction and/or capital structure of the Company.  See “Risk Factors – Risks Relating to The Offering and Ownership of Our Securities.”
 
SII is a Bermuda corporation and is owned and controlled by director David Dobbin and members of his family.
 
Summary Risk Factors
 
We are subject to a number of risks, which the reader should be aware of and should carefully consider before deciding to purchase the securities in this offering.  These risks are discussed in the section entitled “Risk Factors” beginning on page 11 of this prospectus.  The following is a list of some of the principal risks relating to our business
 
 
 
 
 
 
·
We have accumulated losses.

 
·
If we are unable to increase same store sales at existing restaurants, our profitability may be adversely affected.

 
·
New restaurants, when and if opened, may not be profitable, if at all, for several months.

 
·
We depend on key management employees.

 
·
Our ability to succeed with the Bad Daddy’s Burger Bar restaurant concept will require significant capital expenditures and management attention.

 
·
Our growth, including the development of Bad Daddy’s Burger Bar restaurants, may strain our management and infrastructure.

 
·
Bad Daddy’s Burger Bar is subject to all of the risks of a relatively new business, including competition, and there is no guarantee of a return on our capital investment into BDFD and BDC.
 
 
 
·
The Company does not have a majority voting interest in BDFD and the Company’s Management Services Agreement with BDFD has a limited term of three years.

 
·
If the Company fails to comply with the development schedule under its license agreement with BDFD, it will lose its exclusive development rights in Colorado and its additional development rights in Arizona and Kansas.
 
 
 
 
 
 
 
 
 
THE OFFERING

Securities offered by us
[________] shares of our common stock together with warrants to purchase [________] shares of our common stock (the “Warrants”)
   
Common stock outstanding
immediately prior to this offering
2,726,214 shares
   
Common stock outstanding
immediately after this offering
[________] shares
   
Warrants outstanding immediately
prior to this offering
None
   
Warrants outstanding immediately
after this offering
[________] Warrants
   
Terms of Warrants issued as a
part of the offering
 
Exercise price – [$____] per share.  We may, in our sole discretion,  by notice to registered holders lower the exercise price of the Warrants at any time prior to their expiration date for a specified period of not less than 20 business days.  If, and only if, at the time of exercise of the Warrants there is no effective registration statement covering the issuance of the shares of common stock underlying the Warrants, then the holders of the Warrants may elect to exercise the Warrants, in whole or in part, by means of a “cashless exercise” provision as described therein.

Exercisability – each two Warrants are exercisable for one share of common stock, subject to adjustment as described therein.
 
Exercise period – each Warrant will be immediately exercisable upon issuance and will expire on [_________, 2018], or earlier upon redemption.  We may extend the duration of the Warrants by delaying the expiration date upon not less than 20 days’ notice to registered holders of the Warrants.
 
Currently, no public market exists for our Warrants.  We do not intend to apply for the listing of the Warrants on any national securities exchange.  The shares of common stock and Warrants are immediately separable and will be issued separately, but will be purchased together in this offering.
 
See “Description of Securities – Warrants to be Issued in This Offering” beginning on page 71 for more information.
   
Redemption of Warrants issued as
a part of the offering
 
We may call all, but not less than all, of the outstanding Warrants for redemption as follows:  (i) at a price of $0.005 for each Warrant at any time while the Warrants are exercisable, so long as a registration statement relating to the common stock issuable upon exercise of the Warrants is effective and current; (ii) upon not less than 30 days prior written notice of redemption to each Warrant holder; and (iii) if, and only if, the reported last sale price of a share of common stock equals or exceeds 150% of the warrant exercise price for any 20 trading days within a 30 consecutive trading day period ending on the third business day prior to the notice of redemption to Warrant holders.
 
If the foregoing conditions are satisfied and we call the Warrants for redemption, each Warrant holder will then be entitled to exercise his, her or its Warrant prior to the date scheduled for redemption.  However, there can be no assurance that the price of the common stock will exceed the call price or the Warrant exercise price after the redemption call is made.
   
Over-allotment option
 
[________] shares of common stock and Warrants to purchase [________] shares.  See “Underwriting” beginning on page 78 for more information.
 
 
 

Use of proceeds
We estimate that our net proceeds from this offering, without exercise of the over-allotment option, will be approximately [$________] (assuming an initial offering price of [$____] per share of common stock and corresponding Warrant).  We will also receive additional aggregate gross proceeds of up to [$________] if and when the Warrants are exercised.  We intend to use the net proceeds from this offering for our remaining required equity contribution to BDFD; for the remodeling and reimaging of existing Good Times Burgers & Frozen Custard restaurants; for the development of new Bad Daddy’s Burger Bar restaurants through BDC; and as working capital reserves and future investment at the discretion of our Board of Directors.  See “Use of Proceeds.”
   
Nasdaq symbol
“GTIM”
   
Risk factors
Investment in our common stock and Warrants involves substantial risks.  You should read this prospectus carefully, including the section entitled “Risk Factors,” beginning on page 11, and the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus, before making an investment decision with respect to our common stock and Warrants.

The number of shares of our common stock that will be outstanding immediately after this offering is based on 2,726,214 shares of common stock outstanding as of May 30, 2013, and excludes:

 
·
710,902 shares of our common stock issuable upon the conversion of 355,451 shares of our Series C Convertible Preferred Stock outstanding as of May 30, 2013, at a conversion ratio of two shares of common stock for each share of Series C Convertible Preferred Stock;

 
·
293,854 shares of our common stock issuable upon the exercise of stock options outstanding under our 2008 Omnibus Equity Incentive Compensation Plan as of May 30, 2013, at a weighted-average exercise price of $4.54 per share;

 
·
[________] shares of our common stock issuable upon exercise of the Warrants issued to the public in connection with this offering;

 
·
[________] shares of common stock underlying Warrants to be received by the underwriters in connection with this offering; and

 
·
206,146 additional shares of our common stock to be reserved for future issuance under our 2008 Omnibus Equity Incentive Compensation Plan following this offering.

Except as otherwise indicated herein, all information in this prospectus, including the number of shares of common stock that will be outstanding after this offering, assumes or gives effect to:

 
·
no conversion of shares of Series C Convertible Preferred Stock outstanding on the date of this prospectus into shares of our common stock;

 
·
no exercise of warrants or options outstanding on the date of this prospectus; and

 
·
no exercise of the underwriters’ over-allotment option.
  
 
 
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table sets forth, for the periods and dates indicated, our summary historical consolidated financial and operating data.  We have derived the summary financial and operating data for the fiscal years ended September 30, 2011 and September 30, 2012 from our audited consolidated financial statements appearing elsewhere in this prospectus.  We have derived the summary financial and operating data for the three and six month periods ended March 31, 2013 from our unaudited consolidated financial statements appearing elsewhere in this prospectus.  Our historical results for any period are not necessarily indicative of our future performance.  You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto included elsewhere in this prospectus.

   
Three Months
Ended March
31, 2013
(Unaudited)
   
Six Months
Ended March
31, 2013
(Unaudited)
   
Year Ended
September 30,
2012
(Audited)
   
Year Ended
September 30,
2011
(Audited)
 
Operating Data:
 
In thousands, except per share amount
 
Restaurant sales
  $ 4,977     $ 9,698     $ 19,274     $ 20,183  
Franchise fees and royalties received
    78       173       432       420  
Total Net Revenues
    5,055       9,871       19,706       20,603  
Restaurant Operating Costs:
                               
Food and packaging costs
    1,753       3,354       6,592       7,241  
Payroll and other employee benefit costs
    1,842       3,579       6,691       7,043  
Occupancy and other operating costs
    1,062       2,030       3,939       4,172  
Depreciation and amortization
    167       369       795       888  
Total Restaurant Operating Costs
    4,824       9,332       18,017       19,344  
Selling, General & Administrative costs
    614       1,210       2,154       2,038  
Franchise costs
    16       31       60       70  
Gain  on restaurant assets
    (74 )     (80 )     (51 )     (184 )
   Loss from Operations
  $ (474 )   $ (622 )   $ (474 )   $ (665 )
Other Income and (expenses)
                               
Unrealized gain (loss) on interest rate swap
    -       -       20       27  
Other income (expense)
    (1 )     (2 )     (15 )     22  
Interest income (expense), net
    (11 )     (42 )     (199 )     (279 )
Total other income (expense)
    (12 )     (44 )     (194 )     (230 )
Net Loss
  $ (337 )   $ (666 )   $ (668 )   $ (895 )
Income  attributable to non-controlling interest
    12       2       (109 )     (118 )
Net Loss attributable to Good Times Restaurants Inc.
  $ (325 )   $ (664 )   $ (777 )   $ (1,013 )
Preferred stock dividends
    (30     (60 )     -       -  
Net Loss attributable to Common Shareholders
  $ (355 )   $ (724 )   $ (777 )   $ (1,013 )
Basic and Diluted Loss Per Share
  $ (.13 )   $ (.27 )   $ (.29 )   $ (.42 )

 
   
As of September 30,
   
As of March 31, 2013 (1)
   
2012
   
2011
   
Actual
 
Adjustment
Pro Forma
As Adjusted
Balance Sheet Data:
                     
Cash and cash equivalents
  $ 616     $ 847     $ 1,413      
Total assets
    7,061       6,999       5,083      
Total liabilities
    3,801       4,479       2,493      
Total stockholders' equity
  $ 3,260     $ 2,520     $ 2,590      


(1)      We have presented the summary balance sheet data as of March 31, 2013:
 
 
·
on an actual basis; and
 
 
·
on a pro forma basis, based upon an assumed offering price of [$____] per share of common stock and corresponding Warrant, to give effect to the sale of [________] shares of common stock and [________] Warrants in this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
 
The pro forma information presented in the summary balance sheet data is only for illustrative purposes and will change based on the actual public offering price, the date of closing and other terms of this offering determined at pricing.
 
 
 
 
 
 
 
RISK FACTORS

An investment in the Company’s common stock and Warrants involves a high degree of risk.  You should carefully consider the following risk factors and other information in this prospectus before deciding to invest in our securities.  If any of the following risks actually occurs, our business, financial condition, liquidity, operating results, and prospects for growth could be materially adversely affected, the trading price of our common stock could decline, and you may lose all or part of your investment.  You should acquire shares of our common stock and Warrants only if you can afford to lose your entire investment.
 
Risks Related to Our Business
 
We have accumulated losses.
 
We have incurred losses in every fiscal year in our 26 years since inception except in four fiscal years.  As of March 31, 2013 we had an accumulated deficit of $19,182,000.  We may have a loss for the current fiscal year ending September 30, 2013 or we may not be profitable.
 
If we are unable to continue to increase same store sales at existing restaurants, our profitability may be adversely affected.
 
We must increase same store sales at our existing restaurants to sustain profitability, which we have done for the past 11 consecutive quarters.  Sales increases will depend in part on the success of our advertising and promotion of new and existing menu items and consumer acceptance.  We cannot assure that our advertising and promotional efforts will in fact be successful.  If our same store sales decrease, and our other operating costs increase, our profitability will be adversely affected.
 
New restaurants, when and if opened, may not be profitable, if at all, for several months.
 
We anticipate that our new restaurants, when and if opened, will generally take several months to reach normalized operating levels due to inefficiencies typically associated with new restaurants, including lack of market awareness, the need to hire and train a sufficient number of employees, operating costs, which are often materially greater during the first several months of operation than thereafter, pre-opening costs and other factors.  In addition, restaurants opened in new markets may open at lower average weekly sales volumes than restaurants opened in existing markets, and may have higher restaurant-level operating expense ratios than in existing markets.  Sales at restaurants opened in new markets may take longer to reach average annual company-owned restaurant sales, if at all, thereby affecting the profitability of these restaurants.
 
Our operations are susceptible to the cost of and changes in food availability which could adversely affect our operating results.
 
Our profitability depends in part on our ability to anticipate and react to changes in food costs.  Various factors beyond our control, including adverse weather conditions, governmental regulation, production, availability, recalls of food products and seasonality may affect our food costs or cause a disruption in our supply chain.  We enter into annual contracts with our chicken and other miscellaneous suppliers.  Our contracts for chicken are fixed price contracts.  Our contracts for beef are generally based on current market prices plus a processing fee.  Changes in the price or availability of chicken or beef or other commodities could materially adversely affect our profitability.  We cannot predict whether we will be able to anticipate and react to changing food costs by adjusting our purchasing practices and menu prices, and a failure to do so could adversely affect our operating results.  In addition, because we provide a “value-priced” product, we may not be able to pass along price increases to our customers.
 
 
Macroeconomic conditions could affect our operating results.
 
The recent economic downturn, continuing disruptions in the overall economy, including the ongoing impacts of the housing crisis, high unemployment and financial and market volatility, and the related declines in business and consumer confidence, adversely affected customer traffic and sales throughout the restaurant industry, including the quick service restaurant (“QSR”) category.  For example, our same store sales decreased in fiscal 2008, fiscal 2009 and the first ten months of fiscal 2010.  If the economy experiences a further downturn or there are continued uncertainties regarding economic recovery, consumer spending may be affected, which may adversely affect our sales in the future.  A proliferation of heavy discounting by our major competitors may also negatively affect our sales and operating results.
 
Price increases may impact customer visits.
 
We may make price increases on selected menu items in order to offset increased operating expenses we believe will be recurring.  Although we have not experienced significant consumer resistance to our past price increases, future price increases may deter customers from visiting our restaurants or affect their purchasing decisions.
 
The hamburger restaurant market is highly competitive.
 
The hamburger restaurant market is highly competitive.  Our competitors in the QSR segment include many recognized national and regional fast-food hamburger restaurant chains, such as McDonald’s, Burger King, Wendy’s, Carl’s Jr., Sonic, Jack in the Box and Culver’s.  We also compete with small regional and local hamburger and other fast-food restaurants, many of which feature drive-through service.  Most of our competitors have greater financial resources, marketing programs and name recognition than we do.  Discounting by our QSR competitors may adversely affect the revenues and profitability of our restaurants.
 
While Bad Daddy’s Burger Bar operates in the “better burger” restaurant segment, it offers a relatively broad menu and competes with other full service restaurants such as Chili’s, Red Robin and other local and regional full service restaurants.  Additionally, customers of both our Good Times Burgers & Frozen Custard restaurants and new Bad Daddy’s Burger Bar restaurants are also customers of fast casual hamburger restaurants such as Five Guys Burgers & Fries and Smashburger.
 
Sites for new restaurants may be difficult to acquire.
 
Location of our restaurants in high-traffic and readily accessible areas is an important factor for our success.  Our Good Times Burgers & Frozen Custard drive-through restaurants require sites with specific characteristics and there are a limited number of suitable sites available in our geographic markets.  Bad Daddy’s Burger Bar restaurants will be operated out of leased in-line retail locations as opposed to freestanding Good Times Burgers & Frozen Custard locations.  Since suitable locations are in great demand, in the future we may not be able to obtain optimal sites for either of our restaurant concepts at a reasonable cost.  In addition, we cannot assure you that the sites we do obtain will be successful.
 
If our franchisees cannot develop or finance new restaurants, build them on suitable sites or open them on schedule, our growth and success may be impeded.
 
Franchisees may not be able to negotiate acceptable lease or purchase terms for the sites, obtain the necessary permits and government approvals or meet construction schedules.  From time to time in the past, we have agreed to extend or modify development schedules and we may do so in the future.  Any of these problems could slow our growth and reduce our franchise revenues.  Additionally, our franchisees depend upon financing from banks and other financial institutions in order to construct and open new restaurants.  Difficulty in obtaining adequate financing adversely affects the number and rate of new restaurant openings by our franchisees and adversely affects our future franchise revenues.
 
 
Our franchisees could take actions that could harm our business.
 
Franchisees are independent contractors and are not our employees.  We provide training and support to franchisees; however, franchisees operate their restaurants as independent businesses.  Consequently, the quality of franchised restaurant operations may be diminished by any number of factors beyond our control.  Moreover, franchisees may not successfully operate restaurants in a manner consistent with our standards and requirements, or may not hire and train qualified managers and other restaurant personnel.  Our image and reputation, and the image and reputation of other franchisees, may suffer materially, and system-wide sales could significantly decline, if our franchisees do not operate successfully.
 
We depend on key management employees.
 
We believe our current operations and future success depend largely on the continued services of our management employees, in particular Boyd E. Hoback, our president and chief executive officer, and Scott LeFever, our vice president of operations.  Although we have entered into an employment agreement with Mr. Hoback, he may voluntarily terminate his employment with us at any time.  In addition, we do not currently maintain key-person insurance on Messrs. Hoback’s or LeFever’s life; however, we are in the process of obtaining key-person insurance on Mr. Hoback.  The loss of Messrs. Hoback’s or LeFever’s services, or other key management personnel, could have a material adverse effect on our financial condition and results of operations.
 
Labor shortages could slow our growth or harm our business.
 
Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified, high-energy employees.  Qualified individuals needed to fill these positions are in short supply in some areas.  The inability to recruit and retain these individuals may delay the planned openings of new restaurants or result in high employee turnover in existing restaurants, which could harm our business.  Additionally, competition for qualified employees could require us to pay higher wages to attract sufficient employees, which could result in higher labor costs.  Most of our employees are paid on an hourly basis.  The employees are paid in accordance with applicable minimum wage regulations.  Accordingly, any increase in the minimum wage, whether state or federal, could have a material adverse impact on our business.
 
We are subject to extensive government regulation that may adversely hinder or impact our ability to govern various aspects of our business including our ability to expand and develop our restaurants.
 
The restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food.  While in the past we have been able to obtain and maintain the necessary governmental licenses, permits and approvals, our failure to maintain these licenses, permits and approvals, including food licenses, could adversely affect our operating results.  Difficulties or failures in obtaining the required licenses and approvals could delay or result in our decision to cancel the opening of new restaurants.  Local authorities may suspend or deny renewal of our food licenses if they determine that our conduct does not meet applicable standards or if there are changes in regulations.
 
Various federal and state labor laws govern our relationship with our employees and affect operating costs.  These laws govern minimum wage requirements, overtime pay, meal and rest breaks, unemployment tax rates, workers’ compensation rates, citizenship or residency requirements, child labor regulations and sales taxes.  Additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits may increase our operating costs.
 
The federal Americans with Disabilities Act prohibits discrimination on the basis of disability in public accommodations and employment.  Although our restaurants are designed to be accessible to the disabled, we could be required to make modifications to our restaurants to provide service to, or make reasonable accommodations for, disabled persons.
 
We are also subject to federal and state laws that regulate the offer and sale of franchises and aspects of the licensor-licensee relationship.  Many state franchise laws impose restrictions on the franchise agreement, including limitations on non-competition provisions and the termination or non-renewal of a franchise.  Some states require that franchise materials be registered before franchises can be offered or sold in the state.
 
 
Our Bad Daddy’s Burger Bar restaurants will also be subject to state and local laws that regulate the sale of alcoholic beverages.  Alcoholic beverage control regulations will govern various aspects of these restaurants’ daily operations, including the minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing and inventory control, handling and storage.  Typically, licenses to sell alcoholic beverages will require annual renewal and may be suspended or revoked at any time for cause, the definition of which varies by locality.  The failure of any of our Bad Daddy’s Burger Bar restaurants to timely obtain and maintain any required licenses, permits or approvals to serve alcoholic beverages could delay or prevent the opening of a new restaurant or prevent regular day-to-day operations, including the sale of alcoholic beverages, at a restaurant that is already operating, any of which would adversely affect our business.
 
Health concerns relating to the consumption of beef, chicken or other food products could affect consumer preferences and could negatively impact our results of operations.
 
Like other restaurant chains, consumer preferences could be affected by health concerns about the avian influenza, also known as bird flu, or the consumption of beef, the key ingredient in many of our menu items, or negative publicity concerning food quality, illness and injury generally, such as negative publicity concerning E. coli, “mad cow” or “foot-and-mouth” disease, publication of government or industry findings concerning food products served by us, or other health concerns or operating issues stemming from one restaurant or a limited number of restaurants.  This negative publicity may adversely affect demand for our food and could result in a decrease in customer traffic to our restaurants.  If we react to the negative publicity by changing our concept or our menu we may lose customers who do not prefer the new concept or menu, and we may not be able to attract a sufficient new customer base to produce the revenue needed to make our restaurants profitable.  In addition, we may have different or additional competitors for our intended customers as a result of a concept change and may not be able to compete successfully against those competitors.  A decrease in customer traffic to our restaurants as a result of these health concerns or negative publicity or as a result of a change in our menu or concept could materially harm our business.
 
Risks Related to Bad Daddy’s Relationship
 
Our ability to succeed with the Bad Daddy’s Burger Bar restaurant concept will require significant capital expenditures and management attention.
 
We believe that new openings of Bad Daddy’s Burger Bar restaurants are likely to serve as the primary driver of our new unit growth and increased profitability over the longer term based on the unit economics of that concept.  Our ability to succeed with this new concept will require significant capital expenditures and management attention and is subject to certain risks in addition to those of opening a new Good Times Burgers & Frozen Custard restaurant, including customer acceptance of and competition with the Bad Daddy’s Burger Bar concept.  If the “ramp-up” period for new Bad Daddy’s Burger Bar restaurants does not meet our expectations, our operating results may be adversely affected.  There can be no assurance that we will be able to successfully develop and grow the Bad Daddy’s Burger Bar concept to a point where it will become profitable or generate positive cash flow.  We may not be able to attract enough customers to meet targeted levels of performance at new Bad Daddy’s Burger Bar restaurants because potential customers may be unfamiliar with the concept or the atmosphere or menu might not be appealing to them.  If we cannot successfully execute our growth strategies for Bad Daddy’s Burger Bar, our business and results of operations may be adversely affected.
 
 
Our growth, including the development of Bad Daddy’s Burger Bar restaurants, may strain our management and infrastructure.
 
In addition to new openings of Bad Daddy’s Burger Bar restaurants, we also plan to remodel and reimage existing Good Times Burgers & Frozen Custard restaurants.  In addition, we believe there may be opportunities to open or franchise new Good Times Burgers & Frozen Custard restaurants from time to time, although we believe that new openings of Bad Daddy’s Burger Bar restaurants are likely to serve as the primary driver of new unit growth and increased profitability over the longer term based on the unit economics of the concept.  This growth will increase our operating complexity and place increased demands on our management and infrastructure, including our current restaurant management systems, financial and management controls, and information systems.  If our infrastructure is insufficient to support our growth, our ability to open new restaurants, including the development of the Bad Daddy’s Burger Bar concept, would be adversely affected.
 
Bad Daddy’s Burger Bar is subject to all of the risks of a relatively new business, including competition, and there is no guarantee of a return on our capital investment into BDFD or BDC.
 
Bad Daddy’s Burger Bar is a relatively new business concept.  Existing Bad Daddy’s Burger Bar restaurants have been in existence for approximately three years and are currently located only in North Carolina.  Because of the small number of existing Bad Daddy’s Burger Bar restaurants and the relatively short period of time that they have been in operation, there is substantial uncertainty that additional restaurants in other locations will be successful.  There is no guarantee that BDFD will be successful in offering Bad Daddy’s Burger Bar franchises throughout the U.S. or that, if and when such franchises are granted, that the restaurants developed by franchisees will be successful.  There is also substantial uncertainty that the BDFD franchising business will be successful in view of the facts that BDFD has sold only one Bad Daddy’s Burger Bar restaurant franchise to date and that the restaurant franchising business is very competitive.  If BDFD is unsuccessful in offering Bad Daddy’s Burger Bar franchises and accordingly if there are not over time a significant number of Bad Daddy’s Burger Bar restaurants developed in various locations which become known to consumers, it could adversely affect the revenues of the Company’s Bad Daddy’s Burger Bar restaurants in its licensed territory.
 
Under the operating agreement of BDFD, there will be no distribution of any net cash profits during the first three years unless approved by all the Class A members of BDFD.
 
We have acquired a 48% voting ownership interest in BDFD in exchange for an initial capital contribution of $750,000, of which we paid the first $375,000 installment on April 15, 2013, and we intend to pay the second $375,000 installment out of the net proceeds of this offering.  The operating agreement of BDFD provides that the Company and BDI may be required to make additional capital contributions to BDFD of up to an aggregate of $1,000,000 upon written request of BDFD’s Board of Managers.  Such additional capital contributions, if required, will be in accordance with the Company’s and BDI’s then respective percentage interest in BDFD.  Accordingly, the Company’s portion of such additional capital contributions, if required, prior to any change in BDFD ownership, will be up to $480,000.
 
Under the operating agreement of BDFD, there will be no distribution of any net cash profits during the first three years unless approved by all the Class A members of BDFD.  Thus, we may not receive any return on our initial capital contribution to BDFD, or any subsequent additional capital contribution we may be required to make, during the first three years of BDFD’s operations.
 
The Company does not have a majority voting interest in BDFD and the Company’s Management Services Agreement with BDFD has a limited term of three years.
 
The Company has acquired a 48% voting membership interest in BDFD, with the remaining 52% voting membership interest in BDFD currently held by BDI.  The operating agreement of BDFD provides that BDFD will be managed by its five-member Board of Managers, which currently consists of three members designated by BDI and two members designated by the Company.  Accordingly, the Company does not have a majority voting interest in BDFD, nor does it control a majority of the Board of Managers.  As a consequence, the Company will not be able to control certain decisions regarding BDFD.  Among other things, the annual budget of BDFD will be approved by a majority of the Board of Managers, which majority may be achieved without the participation of the Company’s designated managers.
 
 
The Company will provide management services to BDFD pursuant to the terms of a Management Services Agreement.  However, the term of the Management Services Agreement between the Company and BDFD is limited to three years and may be terminated earlier in accordance with the terms of the agreement.  Among other things, BDFD may terminate the Management Services Agreement prior to the end of its three-year term based on the failure of BDFD to achieve certain franchise sales goals.  If BDFD terminates the Management Services Agreement prior to the end of its three-year term, or if the Management Services Agreement is not renewed by the parties at the end of three years, the Company will not have a right to manage BDFD or receive any management fee in connection therewith.
 
If the Company fails to comply with the development schedule under its license agreement with BDFD, it will lose its exclusive development rights in Colorado and its additional development rights in Arizona and Kansas.
 
The License Agreement requires that BDC develop at least two restaurants per year in Colorado over a five-year period, after which BDC may elect to develop additional Bad Daddy’s Burger Bar restaurants in Colorado in numbers determined by it.  In the event that the Company fails to comply with such development schedule, then (i) the Company’s right to develop any additional Bad Daddy’s Burger Bar restaurants in Colorado under the License Agreement will thereafter terminate automatically and (ii) BDFD may establish, operate or grant to other third parties the right to establish or operate Bad Daddy’s Burger Bar restaurants in Colorado (subject to BDC’s territory rights with respect to any existing restaurant).  Accordingly, if BDC fails to meet its development schedule, it will lose its exclusive right to develop Bad Daddy’s Burger Bar restaurants in Colorado.
 
In addition, pursuant to the operating agreement of BDFD, BDC has a right to develop Bad Daddy’s Burger Bar restaurants in Arizona and Kansas (to the extent that such territory is not then subject to development rights by or part of the protected territory right of any third party franchisee) subject to approval of BDFD’s Board of Managers, conditioned on certain performance requirements with respect to its Colorado restaurants, and pursuant to a minimum development schedule to be agreed upon with BDFD for Kansas and Arizona.  If BDC fails to meet such performance results with respect to its Colorado restaurants or fails to meet its development schedule for Arizona or Kansas, it will not have any right to develop additional Bad Daddy’s Burger Bar restaurants in Arizona and Kansas.
 
If the Company’s license agreement with BDFD is terminated, the Company will lose all rights to use the Bad Daddy’s Burger Bar name and intellectual property.
 
The Company has entered into a license agreement with BDFD for an initial term of 10 years, which is thereafter renewable by the Company for two additional 10-year terms.  The license agreement may be terminated by BDFD in the event of any uncured default by the Company thereunder.  In the event of termination, the license agreement provides that BDFD will have an option to purchase the Company’s Bad Daddy’s Burger Bar restaurants for a price mutually agreed by the parties or their independently appraised value.  Alternatively, if BDFD does not exercise its purchase option, the Company must modify the restaurants to eliminate the use of the Bad Daddy’s Burger Bar name and intellectual property.  If any of such events were to occur, our results of operations would be adversely affected.
 
BDI has a drag-along right regarding the Company’s interest in BDFD in the event that BDI proposes to sell its interests in BDFD after the fifth anniversary of the Company’s investment in BDFD.
 
The operating agreement contains drag-along rights allowing BDI to require the Company to participate in a proposed sale of BDFD or all of its outstanding ownership interests if approved by BDI and its designated managers at any time after April 15, 2018 (the fifth anniversary of the Company’s investment in BDFD), subject to certain conditions.  Thus, after five years, BDI could force the Company to sell its membership interest in BDFD in a transaction which is not approved by the Company or its designated managers of BDFD and which may not be in the Company’s best interest.  That is, with regard to such a forced sale what may be deemed by BDI for its own particular reasons and circumstances to be an advantageous time for it to sell its interest in BDFD may be a disadvantageous time for the Company to sell under its particular circumstances.
 
 
Conflicts of interest may arise as a result of the Company’s status as a substantial owner of BDFD and its status as a licensee of BDFD.
 
The Company is both a 48% owner of BDFD and a licensee of BDFD.  In its capacity as a substantial owner and manager of BDFD, the Company will be obligated to require BDFD franchisees to comply with all of the terms of their franchise agreements.  This in turn may make it unfeasible as a practical matter for BDC to obtain consents from BDFD for variations of such terms that the Company believes are appropriate for the particular circumstances of the BDC restaurants.  For example, the Company may wish to be able to add a non-standard menu item to its Bad Daddy’s Burger Bar restaurants which will be uniquely popular in a particular geographic location which under such circumstances BDFD would normally allow but which it would not wish to allow for other licensees. In that event, BDFD may nonetheless not permit such a variation by the Company because of a possible claim that it is preferentially treating a BDFD insider.
 
Risks Related to the Offering and Ownership of Our Securities
 
Our principal stockholder has significant voting power and may take actions that may not be in the best interests of our other stockholders.
 
Following completion of this offering, SII will beneficially own approximately [___%] of our outstanding common stock, or [___%] if the underwriters’ over-allotment option is fully exercised, or [__%] if the Warrants are fully exercised.  In addition, by virtue of its ownership of Series C Convertible Preferred Stock, SII will continue to have certain rights and preferences over the holders of our common stock, including a right to approve certain major corporate transactions, such as a liquidation or dissolution, a consolidation or merger, or a sale, lease, transfer or other disposition of all or substantially all of the Company’s assets; a material agreement for the acquisition of another entity outside of its core business operations; an amendment, alteration or repeal of the Company’s articles of incorporation; an increase in the outstanding shares of preferred stock of the Company at a price below $3.00 per share; a redemption, repurchase or other acquisition for value of any of the Company’s equity securities; an amendment to the Company’s bylaws that is directly detrimental to the rights and preferences of the Series C Convertible Preferred Stock; any debt agreement in excess of $500,000; or any increase in the maximum number of directors constituting the Company’s Board of Directors in excess of seven.  In addition to these specific approval rights, the Class C Convertible Preferred Stock also votes together with the common stock, on an as-if-converted basis, on the election of directors and all other matters that come before the stockholders of the Company.  As a result, SII will continue to have significant influence regarding the strategic direction and/or capital structure of the Company.  This concentration of ownership and voting power may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock, and therefore may not be in the best interests of our other stockholders.
 
The sale of a significant number of shares of our common stock would dilute existing stockholders and might depress the trading price of our common stock.
 
The sale of the shares of common stock offered hereby, or the perception that warrant shares may be sold, could cause the market price of our common stock to decline below the offering price listed in this prospectus.
 
As of May 30, 2013, there were 2,726,214 shares of our common stock issued and outstanding.  In addition, as of May 30, 2013, there were 355,451 shares of our Series C Convertible Preferred Stock outstanding, which shares are convertible as of such date into 710,902 shares of our common stock.  Significant shares of common stock are held by SII and other Company insiders.  As “affiliates” (as defined under Rule 144 of the Securities Act (“Rule 144”)) of the Company, SII and other Company insiders may only sell their shares of common stock in the public market pursuant to an effective registration statement or in compliance with Rule 144.
 
In addition, as of May 30, 2013, there were outstanding options to purchase an aggregate of 293,854 shares of our common stock at a weighted-average exercise price of $4.54 per share, of which options to purchase 130,200 shares were exercisable as of such date.  The options exercisable to date include options to purchase 43,667 shares at exercise prices that are below the current market price of our common stock.  The exercise of options at prices below the market price of our common stock could adversely affect the price of shares of our common stock.
 
 
Any issuance of our common stock that is not made solely to then-existing stockholders proportionate to their interests, such as in the case of a stock dividend or stock split, will result in dilution to each stockholder by reducing his, her or its percentage ownership of the total outstanding shares.  Moreover, if we issue options or warrants to purchase our common stock or other convertible securities in the future, and those options or warrants are exercised or those convertible securities are converted, stockholders may experience further dilution.  Other than SII, holders of shares of our common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering of shares of any class or series.
 
You will suffer immediate and substantial dilution in the securities you purchase.
 
The estimated public offering price of [$___] per share of common stock and corresponding Warrant is substantially higher than the pro forma net tangible book value per share of our outstanding shares immediately after the offering.  As a result, investors purchasing securities in the offering will incur immediate and substantial dilution of approximately [$___] per share of common stock or approximately [___%] of the assumed offering price.  Accordingly, existing stockholders will benefit disproportionately from this offering.  If we raise additional capital through the sale of equity, including convertible securities, your percentage of ownership will be diluted.  You may also experience additional dilution if stock options or warrants to purchase our shares are exercised at less than the offering price.  As of the date of this prospectus, we have reserved an aggregate of 500,000 shares of our common stock for issuance under our 2008 Omnibus Equity Incentive Compensation Plan, as amended, of which options to purchase 293,854 shares were issued and outstanding as of May 30, 2013.
 
Although we are required to use our best efforts to have an effective registration statement covering the issuance of the shares of common stock underlying the Warrants at the time that holders of our Warrants exercise their Warrants, we cannot guarantee that a registration statement will be effective, in which case holders of our Warrants may not be able to receive freely tradable shares upon exercise of the Warrants.
 
Holders of our Warrants will be able to exercise the Warrants and receive freely tradable shares only if (i) a current registration statement under the Securities Act relating to the shares of our common stock underlying the Warrants is then effective, or an exemption from such registration is available, and (ii) such shares of common stock are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of Warrants reside.  Although we have undertaken in the Warrants, and therefore have a contractual obligation, to use our best efforts to maintain a current registration statement covering the shares of common stock underlying the Warrants following completion of this offering to the extent required by federal securities laws, and we intend to comply with our undertaking, we may not be able to do so.  If we are not able to do so, holders may not be able to exercise their Warrants and receive freely tradable shares but rather may only be able to receive restricted shares upon exercise.  In addition, we have agreed to use our best efforts to register the shares of common stock underlying the Warrants under the blue sky laws of the states of residence of the existing holders of the Warrants, to the extent an exemption is not available.  The value of the Warrants may be greatly reduced if a registration statement covering the shares of common stock issuable upon exercise of the Warrants is not kept current or if the securities are not qualified, or exempt from qualification, in the states in which the holders of Warrants reside.
 
The market price of our common stock may be volatile.
 
The market price of our common stock has been and is likely to be volatile in the foreseeable future.  Our common stock price may fluctuate in response to factors such as:
 
 
·
Potential fluctuation in our annual or quarterly operating results due to seasonality and other factors;
 
 
 
·
Changes in capital market conditions that could affect valuations of restaurant companies in general or the Company in particular or other adverse economic conditions;
 
 
·
Future sales of our common stock by SII or other Company insiders;
 
 
·
Global economic, legal and regulatory factors that are unrelated to our performance and beyond our control;
 
 
·
Investor perceptions of our prospects or those of our competitors; and
 
 
·
Announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments.
 
We do not expect to pay any cash dividends on our common stock in the foreseeable future.
 
We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock for the foreseeable future.  The terms of our Series C Convertible Preferred Stock provide for the payment of an 8% per year accrued dividend on our Series C Convertible Preferred Stock prior and in preference to any dividend on our common stock.  We currently expect to retain all available funds, after quarterly payment of the accrued Series C Convertible Preferred Stock dividend, to fund the development and growth of our business.  Moreover, any determination to pay dividends on our common stock in the future would be at the discretion of our Board of Directors and would depend upon our financial condition, operating results, and other factors our Board of Directors deems relevant.
 
Nevada law and our articles of incorporation and bylaws have provisions that discourage corporate takeovers and could prevent stockholders from realizing a premium on their investment.
 
We are subject to anti-takeover laws for Nevada corporations.  These anti-takeover laws prevent a Nevada corporation from engaging in a business combination with any stockholder, including all affiliates and associates of the stockholder, who owns 10% or more of the corporation’s outstanding voting stock, for two years following the date that the stockholder acquired 10% or more of the corporation’s voting stock, unless specified conditions are met.
 
Our articles of incorporation and our bylaws contain a number of provisions that may deter or impede takeovers or changes of control or management.  These provisions:
 
 
·
authorize our Board of Directors to establish one or more series of preferred stock the terms of which can be determined by the Board of Directors at the time of issuance;

 
·
do not allow for cumulative voting in the election of directors unless required by applicable law.  Under cumulative voting a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors;

 
·
state that special meetings of our stockholders may be called only by the Chairman of the Board, the president or any two directors and must be called by the president upon the written request of the holders of 25 percent of the outstanding shares of capital stock entitled to vote at such special meeting; and

 
·
provide that the authorized number of directors is no more than seven as determined by our Board of Directors.

These provisions, alone or in combination with each other, may discourage transactions involving actual or potential changes of control, including transactions that otherwise could involve payment of a premium over prevailing market prices to stockholders for their common stock.
 
 
We may use the proceeds from this offering in ways with which you may not agree.
 
We currently intend to use the proceeds from this offering for our remaining required equity contribution to BDFD; for the remodeling and reimaging of existing Good Times Burgers & Frozen Custard restaurants; for the development of new Bad Daddy’s Burger Bar restaurants through BDC; and as working capital reserves and future investment at the discretion of our Board of Directors.  In addition, we intend to use any additional proceeds we receive upon exercise of the Warrants for general working capital.  However, the actual cost, timing and amount of funds required for such uses cannot be determined precisely at this time, due to certain factors and other future events, including changes in our planned business and our success (or lack thereof) in developing the Bad Daddy’s Burger Bar concept.  See “Use of Proceeds” beginning on page 22 of this prospectus.  As a result, our management has discretion in the application of the proceeds of this offering.  You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner agreeable to you.  You must rely on our judgment regarding the application of the net proceeds of this offering.  The net proceeds may be used for corporate purposes that do not immediately improve our profitability or increase the price of our common stock.
 
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
 
Keeping abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new Securities and Exchange Commission (“SEC”) regulations and the Nasdaq listing rules, has required an increased amount of management attention and expense.  We remain committed to maintaining high standards of corporate governance and public disclosure.  As a result, we intend to invest all reasonably necessary resources to comply with evolving standards, and this investment has resulted in and will continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
 
Future changes in financial accounting standards may cause adverse unexpected operating results and affect our reported results of operations.
 
Changes in accounting standards can have a significant effect on our reported results and may affect our reporting of transactions completed before the change is effective.  See Note 1 to our Audited Consolidated Financial Statements for further discussion.  New pronouncements and varying interpretations of pronouncements have occurred and may occur in the future.  Changes to existing rules or differing interpretations with respect to our current practices may adversely affect our reported financial results.
 
If we are unable to maintain the effectiveness of our internal control over financial reporting, we may be forced to restate our financial statements or take other actions that hurt our business.
 
Public companies in the United States are required to review their internal controls as set forth in the Sarbanes-Oxley Act of 2002.  It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.  In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.  Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.  If the internal controls put in place by us are not adequate or in conformity with the requirements of the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated by the SEC, we may be forced to restate our financial statements and take other actions which will take significant financial and managerial resources, as well as be subject to fines and other government enforcement actions.
 
 
Because we currently qualify as a “smaller reporting company,” our non-financial and financial information are less than is required by non-smaller reporting companies.
 
Currently we qualify as a “smaller reporting company.”  The “smaller reporting company” category includes companies that (1) have a common equity public float of less than $75 million or (2) are unable to calculate their public float and have annual revenue of $50 million or less, upon entering the system.  A smaller reporting company prepares and files SEC reports and registration statements using the same forms as other SEC reporting companies, though the information required to be disclosed may differ and be less comprehensive.  Regulation S-X contains the SEC requirements for financial statements, while Regulation S-K contains the non-financial disclosure requirements.  To locate the scaled disclosure requirements, smaller reporting companies will refer to the special paragraphs labeled “smaller reporting companies” in Regulation S-K.  As an example only, smaller reporting companies are not required to make risk factor disclosure in Item 1A of Form 10-K.  Other disclosure required by non-smaller reporting companies can be omitted in Form 10-K and Form 10-Q by smaller reporting companies.
 
Holders of Warrants will have no rights as common stockholders until such holders exercise their warrants and acquire our common stock.
 
Until holders of Warrants acquire shares of our common stock upon exercise of the Warrants, holders of Warrants will have no rights with respect to the shares of our common stock underlying such Warrants.  Upon exercise of the Warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.
 
The Warrants included in this offering may not have any value.
 
The Warrants will expire on [_______], 2018.  In the event our common stock price does not exceed the exercise price of the Warrants during the period in which the Warrants are exercisable, the Warrants may not have any value.
 
 
 
 
 
 
 
USE OF PROCEEDS

We estimate that the proceeds to us from the sale of the shares of common stock and corresponding Warrants in this offering, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, will be approximately [$________], assuming the shares of common stock and corresponding Warrants offered by us are sold for [$____] per share of common stock and corresponding Warrant.  We will receive additional aggregate gross proceeds of up to [$________] if and when the Warrants are exercised.

We intend to use the net proceeds from this offering for the following purposes:

 
·
approximately $375,000 for the second installment of our required initial capital contribution to BDFD pursuant to the terms of our Subscription Agreement with BDFD and the Amended and Restated Operating Agreement of BDFD, each discussed in more detail below; (1)
 
·
approximately $800,000 for the remodeling and reimaging of existing Good Times Burgers & Frozen Custard restaurants;
 
·
approximately [$_________] for the development of new Bad Daddy’s Burger Bar restaurants in Colorado through BDC, pursuant to our License Agreement with BDFD, discussed in more detail below; (2) and
 
·
approximately [$_________] as working capital reserves and future investment at the discretion of the Board of Directors of the Company. (3)

We intend to use any additional proceeds that we receive upon exercise of the Warrants for general working capital purposes.

(1)
On April 9, 2013, the Company executed a Subscription Agreement for the purchase of 4,800 Class A Units of BDFD, representing a 48% voting membership interest in BDFD, for the aggregate subscription price of $750,000.  The subscription price is payable in two equal installments, the first $375,000 installment on the date of execution of the Subscription Agreement, and the remaining $375,000 installment on or before the six month anniversary of the date of execution of the Subscription Agreement.  We paid the first $375,000 installment of the subscription price on April 15, 2013 out of our working capital.
   
(2)
On April 9, 2013, the Company entered into a License Agreement with BDFD pursuant to which we acquired the exclusive development rights for Bad Daddy’s Burger Bar restaurants in Colorado (subject to certain conditions described below).  We formed BDC as our wholly-owned subsidiary to develop the Bad Daddy’s Burger Bar restaurants in Colorado.  The License Agreement is for an initial term of 10 years, which is thereafter renewable by BDC for two additional 10-year terms.
 
The License Agreement requires that BDC develop at least two restaurants per year in Colorado over a five-year period, after which BDC may elect to develop additional Bad Daddy’s Burger Bar restaurants in Colorado in numbers determined by it.  For more information regarding the License Agreement, see “Business-Recent Developments-Bad Daddy’s Burger Bar” beginning on page 43 of this prospectus.
   
(3)
In addition to the initial capital contribution equal to the subscription amount set forth in the Subscription Agreement described above, the Amended and Restated Operating Agreement of BDFD provides that the Company and BDI, collectively, may be required to make additional capital contributions to BDFD of up to an aggregate of $1,000,000 upon written request of the Board of Managers.  Such additional capital contributions, if required, will be in accordance with the Company’s and BDI’s then respective percentage interests in BDFD.  Thus, the Company’s portion of such additional capital contributions, if required, prior to any change in BDFD ownership, will be up to $480,000.  If the additional capital contributions are required under the Amended and Restated Operating Agreement, we intend to pay our required portion out of our working capital reserves.

The actual cost, timing and amount of funds required for such uses cannot be determined precisely at this time, and may be based on economic, regulatory, competitive or other developments, the rate at which we are able to open Bad Daddy’s Burger Bar restaurants and the time it takes for those restaurants to become profitable, the operating results of our Bad Daddy’s Burger Bar restaurants, and other financing arrangements.  Other future events, including the problems, delays, expenses and complications frequently encountered in opening new restaurants, as well as changes in our planned business and our success (or lack thereof) in developing the Bad Daddy’s Burger Bar concept, may make shifts in the allocation of funds necessary or desirable.

 
Our management has discretion in the application of the proceeds of this offering for working capital and the proceeds may be used for corporate purposes with which you disagree.

Pending use of the proceeds from this offering as described above or otherwise, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities, certificates of deposit or treasury or other government agency securities that can be liquidated at any time without penalties, or are readily convertible to cash, at our discretion.

A $1.00 increase or decrease in the assumed public offering price of [$____] per share of common stock and corresponding Warrant would increase or decrease the proceeds we receive from this offering by approximately [$________], assuming the number of shares and Warrants offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
 
 
 
 
 
 

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK
AND RELATED STOCKHOLDER MATTERS

Price Range of Our Common Stock

Our common stock is listed on the Nasdaq Capital Market under the symbol “GTIM.”  The following table presents the quarterly high and low bid prices for our common stock as reported by the Nasdaq Capital Market for each quarter within the last two fiscal years and subsequent periods.  The quotations reflect interdealer prices, without retail mark-ups, mark-downs or commissions and may not represent actual transactions.
 
QUARTER ENDED
HIGH
LOW
     
December 31, 2010
$3.00
$1.56
March 31, 2011
$4.73
$1.80
June 30, 2011
$2.44
$1.64
September 30, 2011
$1.88
$1.38
December 31, 2011
$1.65
$1.06
March 31, 2012
$1.45
$0.91
June 30, 2012
$5.00
$0.90
September 30, 2012
$2.20
$1.28
December 31, 2012
$2.74
$1.20
March 31, 2013
$3.48
$2.26
June 30, 2013 (through May 30, 2013)
$2.78
$3.30

The closing sale price of a share of our common stock, as reported by the Nasdaq Capital Market, on May 30, 2013, was $3.06.

Holders

As of May 30, 2013, there were 197 holders of record of our common stock, not including beneficial owners of shares registered in nominee or street name.

As of May 30, 2013, there was one holder of record of our Series C Convertible Preferred Stock.

Transfer Agent

Our transfer agent is Computershare Trust Company, 250 Royall Street, Canton, Massachusetts 02021.  Computershare Trust Company will also act as transfer agent for the Warrants.

Dividends

We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock for the foreseeable future.  The terms of our Series C Convertible Preferred Stock provide for the payment of an 8% per year accrued dividend on our Series C Convertible Preferred Stock prior and in preference to any dividend on our common stock.  We currently expect to retain all available funds, after quarterly payment of the accrued Series C Convertible Preferred Stock dividend, to fund the development and growth of our business.  Moreover, any determination to pay dividends on our common stock in the future would be at the discretion of our Board of Directors and would depend upon our financial condition, operating results, and other factors our Board of Directors deems relevant.

 
Cash dividends of $120,000 per year are payable quarterly on our outstanding shares of Series C Convertible Preferred Stock (which is 8% per annum of the original issue price of $4.22 per share), with such payments to be made on August 15, November 15, February 15, and May 15 of each year.  Accordingly, cash dividends of $30,000 were paid on our outstanding shares of Series C Convertible Preferred Stock on each of February 15, 2013 and May 15, 2013.  In the event the outstanding shares of Series C Convertible Preferred Stock have not been converted to common stock before March 28, 2014, thereafter (i) the amount of dividends payable will increase to $225,000 per year (which is 15% per annum of the original issue price of $4.22 per share) from March 28, 2014 until converted or redeemed by the Company, and (ii) the Company may upon the approval of a majority of the disinterested members of our Board of Directors redeem all or from time to time a portion of the Series C Convertible Preferred Stock by payment of its liquidation preference.

Equity Incentive Plans
 
We maintain the 2008 Omnibus Equity Incentive Compensation Plan, pursuant to which we may grant equity awards to eligible persons.  Pursuant to an amendment approved by our stockholders in September 2012, the total number of shares available for issuance under the 2008 Omnibus Equity Incentive Compensation Plan was increased to 500,000. For additional information, see Note 10, Stockholders’ Equity, in the Notes to the Audited Consolidated Financial Statements included in this prospectus. The following table gives information about equity awards under our 2008 Omnibus Equity Incentive Compensation Plan as of March 31, 2013:
 
 
 
(a)
(b)
(c)
Plan category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants & rights
Weighted-average
exercise price of
outstanding
options, warrants
& rights
Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans
approved by security
holders-options
293,854
$4.54
206,146
Total
293,854
$4.54
206,146
 
 
 
 
 
 
 
CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2013:

 
·
On an actual basis; and

 
·
On a pro forma basis, based upon an assumed offering price of [$____] per share of common stock and corresponding Warrant, to give effect to the sale of [_______] shares of common stock and [_______] Warrants in this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Based on the assumed offering price of [$____] per share of common stock and corresponding Warrant, we allocated [$___] of the aggregate consideration to each share of common stock (assuming no value to the corresponding Warrants).  The pro forma information below is only for illustrative purposes and our capitalization following the completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing.  You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited financial statements and the related notes appearing elsewhere in this prospectus.
 

 
   
March 31, 2013
   
(Unaudited)
 
(Unaudited)
   
Actual
 
Pro Forma (1)
   
In thousands, except number of shares
     
Cash & Cash Equivalents
  $ 1,413    
Long Term Debt
    117    
Good Times Restaurants Inc. stockholders’ equity:
         
Preferred stock, $.001 par value;
         
5,000,000 shares authorized, 355,451 issued and outstanding
as of March 31, 2013 (liquidation preference $1,500,000)
    1    
Common stock, $.001 par value; 50,000,000 shares
authorized, 2,726,214 shares issued and outstanding,
actual; [________] issued and outstanding, pro forma
    3    
Capital contributed in excess of par value
    21,558    
Accumulated deficit
    (19,182 )  
Total Good Times Restaurants Inc. stockholders' equity
    2,380    
Non-controlling interest in partnerships
    210    
Total stockholders’ equity
    2,590    
Total Capitalization
  $ 4,120    


(1)
The pro forma information contained in this prospectus is presented using an allocation of [$___] per share of common stock and assuming no value for the corresponding Warrant.
 
The table above does not include the following:
 
 
·
710,902 shares of our common stock issuable upon the conversion of 355,451 shares of our Series C Convertible Preferred Stock outstanding as of May 30, 2013, at a conversion ratio of two shares of common stock for each share of Series C Convertible Preferred Stock;
 
 
·
293,854 shares of our common stock issuable upon the exercise of stock options outstanding under our 2008 Omnibus Equity Incentive Compensation Plan as of May 30, 2013, at a weighted-average exercise price of $4.54 per share;
 
 
·
[________] shares of our common stock issuable upon exercise of the Warrants issued to the public in connection with this offering;
 
 
·
[________] shares of common stock underlying Warrants to be received by the underwriters in connection with this offering; and
 
 
·
206,146 additional shares of our common stock to be reserved for future issuance under our 2008 Omnibus Equity Incentive Compensation Plan following this offering.
 
A $1.00 increase (decrease) in the assumed offering price of [$____] per share of common stock and corresponding Warrant would increase (decrease) cash and cash equivalents and total stockholders’ equity by [$________] assuming that the number of shares and corresponding Warrants offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting commissions and estimated offering expenses payable by us.  The information discussed above is illustrative only and will be adjusted based on the actual offering price and other terms of this offering determined at pricing.
 
 
 
 

 
 
DILUTION

If you invest in our securities, your investment will be diluted immediately to the extent of the difference between the offering price per share of common stock, assuming no value is attributed to the Warrants, and the pro forma net tangible book value per share of common stock immediately after this offering.
 
Our net tangible book value as of March 31, 2013 was approximately $2,855,500, or $1.05 per common share.  Net tangible book value per share is determined by dividing the net tangible book value by the number of shares of common stock outstanding.  Assuming the sale by us of [________] shares of common stock (but excluding shares issuable upon exercise of the Warrants issued in the offering), and after deducting the underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of March 31, 2013 would be approximately [$__] million, or [$___] per share of common stock.  This represents an immediate increase in pro forma net tangible book value of [$___] per share to our existing stockholders and an immediate dilution of [$___] per share of common stock issued to the new investors purchasing securities in this offering.
 
The following table illustrates this per share dilution, assuming no value is attributed to the Warrants (actual dilution to a new investor on a per share basis may be significantly higher as a result of the exercise of the Warrants):

Assumed initial public offering price per share of common stock and corresponding Warrant
 
$____
Net tangible book value per share as of March 31, 2013
$1.05
 
Increase per share attributable to new investors
$____
 
Pro forma net tangible book value per share after this offering
 
$____
Dilution per share to new investors
 
$____


The dilution information discussed above is only for illustrative purposes, and will change based on the actual offering price and other terms of this offering determined at pricing.  Each $1.00 increase or decrease in the assumed offering price of [$___] per share of common stock and corresponding Warrant would increase or decrease our pro forma net tangible book value by approximately [$__] million, or approximately [$___] per share.  A $1.00 increase would decrease the dilution per share to investors participating in this offering by approximately [$___] per share and a $1.00 decrease would increase the dilution per share to investors participating in this offering by approximately [$___] per share, in each case assuming that the number of shares of common stock and corresponding Warrants offered by us, as set forth on the cover page of this prospectus, remains the same.

If the underwriters exercise their option in full to purchase [_______] additional shares of common stock and Warrants to purchase [________] shares in this offering at the assumed offering price of [$___] per share of common stock and corresponding Warrant, the pro forma net tangible book value per share after this offering would be [$___] per share, the increase in the pro forma net tangible book value per share to existing stockholders would be [$___] per share and the dilution to new investors purchasing securities in this offering would be [$___] per share.

The above table excludes:

 
·
710,902 shares of our common stock issuable upon the conversion of 355,451 shares of our Series C Convertible Preferred Stock outstanding as of May 30, 2013, at a conversion ratio of two shares of common stock for each share of Series C Convertible Preferred Stock;

 
·
293,854 shares of our common stock issuable upon the exercise of stock options outstanding under our 2008 Omnibus Equity Incentive Compensation Plan as of May 30, 2013, at a weighted-average exercise price of $4.54 per share;
 
 
 
·
[________] shares of our common stock issuable upon exercise of the Warrants issued to the public in connection with this offering;

 
·
[________] shares of common stock underlying Warrants to be received by the underwriters in connection with this offering; and

 
·
206,146 additional shares of our common stock to be reserved for future issuance under our 2008 Omnibus Equity Incentive Compensation Plan following this offering.
 
To the extent that options or warrants are exercised, new options are issued under our 2008 Omnibus Equity Incentive Compensation Plan, or we issue additional shares of common stock in the future, there may be further dilution to investors participating in this offering.  In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans.  If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
 
 
 
 

 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our consolidated financial condition and results of operations for the three and six month periods ended March 31, 2013 and March 31, 2012 and the fiscal years ended September 30, 2012 and September 30, 2011 should be read in conjunction with the “Summary Historical Consolidated Financial and Operating Data” and the consolidated financial statements and notes related thereto included elsewhere in this prospectus.
 
Forward-looking statements in this prospectus reflect the good-faith judgment of our management and the statements are based on facts and factors as we currently know them.  Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed below and in “Risk Factors” as well as those discussed elsewhere in this prospectus.  Readers are urged not to place undue reliance on these forward-looking statements which speak only as of the date of this prospectus.  We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this prospectus.
 
The following discussion is limited to our analysis and results of operations for the Company and may not fully reflect forward-looking impacts from our future operation of Bad Daddy’s Burger Bar restaurants through BDC or our unconsolidated interest in BDFD.  Our interest in BDFD will not be consolidated into the Company’s financial statements because we hold less than a 50% membership interest in BDFD.  Therefore, any positive results from BDFD will only be reflected as a line item in the Company’s financial statement.
 
Overview
 
The Company was incorporated in Nevada in 1987.  Through our wholly-owned subsidiary, GTDT, we are engaged in the business of developing, owning, operating and franchising hamburger-oriented drive-through restaurants under the name Good Times Burgers & Frozen Custard.  Most of our restaurants are located in the front-range communities of Colorado but we also have franchised restaurants in North Dakota and Wyoming.  Over the last two years, we have sold or closed a small number of under-performing restaurants which has increased working capital and improved operating margins.  We have also repaid all of our bank debt, increased our equity and significantly improved the profitability of the Company.  As a result of the Bad Daddy’s Transaction, we will also engage in the  business of developing, owning and operating fast-casual grill and bar restaurants under the name Bad Daddy’s Burger Bar in Colorado and possibly also in Arizona and Kansas.  We will also be engaged in the business of franchising Bad Daddy’s Burger Bar restaurants throughout the United States through our 48% ownership interest in BDFD and our provision of management services to BDFD.
 
Same store sales increased 3.1% for fiscal 2012 over fiscal 2011, and have increased 6% in the first six months of fiscal 2013 over the same prior year period. This reflected the continuation of the positive momentum we experienced in fiscal 2011 when same store sales increased 6.2%. Same store sales were negatively impacted in the fourth quarter of fiscal 2012 by road construction and road closures at two of our restaurants.  Factoring out the sales declines at the two affected locations, our same store sales would have increased approximately 1.2% in the fourth quarter of fiscal 2012 which would have been the ninth consecutive quarter of same store sales increases. These sales increases have been accomplished with lower advertising expenditures as a percentage of sales as we have refocused our marketing expenditures to more on-site and trade area activities, including new menu boards, point of purchase materials and facility improvements.
 
In the first quarter of fiscal 2013 we implemented a new limited item breakfast menu that we believe will generate incremental sales and additional profitability during the fiscal year.  Consistent with our brand position of offering fresh, all natural, handcrafted products, we elected to come to market with authentic, Hatch Valley New Mexico green chile burritos at a price point of $2 each, which we believe is both an excellent value for our customer and is highly differentiated from any other offerings in the quick service restaurant category.   Because we do not offer a broad breakfast menu, we are highly labor efficient for that day part resulting in a relatively low breakeven point and the potential for higher incremental profits. We anticipate market wide advertising for the new breakfast menu later in fiscal 2013.
 
 
Our outlook for fiscal 2013 is cautiously optimistic based on the last two years of positive sales trends; however our sales trends are influenced by many factors and the macroeconomic environment remains challenging for smaller restaurant chains.  Our average transaction increased in fiscal 2012 compared to fiscal 2011 and we are continuing to manage our marketing communications to balance growth in customer traffic and the average customer expenditure.
 
Results of Operations
 
Six Month Period Ended March 31, 2013 Compared to Six Month Period Ended March 31, 2012
 
Net Revenues:   Net revenues for the three months ended March 31, 2013 increased $485,000 or 10.6% to $5,055,000 from $4,570,000 for the three months ended March 31, 2012.
 
Same store restaurant sales increased 7% during the three months ended March 31, 2013 for the restaurants that were open for the full three month periods ending March 31, 2013 and March 31, 2012. Restaurants are included in same store sales after they have been open a full fifteen months. Restaurant sales decreased $182,000 due to one company-owned store sold in fiscal 2012. Restaurant sales also increased $16,000 due to one non-traditional company-owned restaurant and decreased $40,000 due to one restaurant severely impacted by road closures, neither of which are included in same store restaurant sales. Breakfast was introduced system-wide in mid-November 2012 and same store sales for the three months ended March 31, 2013 increased approximately 8.7% as a result.
 
Franchise revenues for the three months ended March 31, 2013 decreased $23,000 to $78,000 from $101,000 for the three months ended March 31, 2012 due to a decrease in franchise royalties. Same store Good Times Burgers & Frozen Custard franchise restaurant sales increased 4.5% during the three months ended March 31, 2013 for the franchise restaurants that were open for the full periods ending March 31, 2013 and March 31, 2012. Dual-branded franchise restaurant sales decreased 39% during the three months ended March 31, 2013, compared to the same prior year period, largely due to the closure of two restaurants in December of 2012.
 
Net revenues for the six months ended March 31, 2013 increased $455,000 or 4.8% to $9,871,000 from $9,416,000 for the six months ended March 31, 2012.
 
Same store restaurant sales increased 6% during the six months ended March 31, 2013 for the restaurants that were open for the full six month periods ending March 31, 2013 and March 31, 2012. Restaurants are included in same store sales after they have been open a full fifteen months. Restaurant sales decreased $524,000 due to two company-owned stores sold in fiscal 2012. Restaurant sales also increased $10,000 due to one non-traditional company-owned restaurant and decreased $90,000 due to one restaurant severely impacted by road closures, neither of which are included in same store restaurant sales.
 
Franchise revenues for the six months ended March 31, 2013 decreased $27,000 to $173,000 from $200,000 for the six months ended March 31, 2012 due to a decrease in franchise royalties. Same store Good Times Burgers & Frozen Custard franchise restaurant sales increased 3.7% during the six months ended March 31, 2013 for the franchise restaurants that were open for the full periods ending March 31, 2013 and March 31, 2012. Dual-branded franchise restaurant sales decreased 26.3% during the six months ended March 31, 2013, compared to the same prior year period largely due to the closure of two restaurants in December of 2012.
 
Restaurant Operating Costs:   Restaurant operating costs as a percent of restaurant sales were 96.9% during the three months ended March 31, 2013 compared to 97.1% in the same prior year period and were 96.2% during the six months ended March 31, 2013 compared to 96.8% in the same prior year period. The changes in restaurant-level costs are explained as follows:
 
   
Three Months Ended
March 31, 2013
   
Six Months Ended
March 31, 2013
 
Restaurant-level costs for the period ended March 31, 2012
    97.1%       96.8%  
Increase  (decrease) in food and packaging costs
    .5%       (.3%)  
Increase in payroll and other employee benefit costs
    .7%       1.0%  
Decrease in occupancy and other operating costs
    (.3%)       (.7%)  
Decrease in depreciation and amortization
    (1.1%)       (.6%)  
Restaurant-level costs for the period ended March 31, 2013
    96.9%       96.2%  
 
 
Food and Packaging Costs:   For the three months ended March 31, 2013 our food and paper costs increased $202,000 to $1,753,000 (35.2% of restaurant sales) from $1,551,000 (34.7% of restaurant sales) compared to the same prior year period.
 
For the six months ended March 31, 2013 our food and paper costs increased $141,000 to $3,354,000 (34.6% of restaurant sales) from $3,213,000 (34.9% of restaurant sales) compared to the same prior year period. The six months ended March 31, 2013 includes approximately $49,000 for vendor rebates and credits.
 
For the three months ended March 31, 2013 food and paper costs increased as a percentage of restaurant sales compared to the same prior year period primarily due to increased discounting of our breakfast menu items during the introduction in November 2012 through February 2013. In fiscal 2012 our weighted food and packaging costs decreased slightly.  The total menu price increases taken during fiscal 2012 were 1.6%, all of which were taken in the last five months of the fiscal year. We anticipate cost pressure on several core commodities, including beef, bacon and dairy for fiscal 2013.  However, we anticipate our food and packaging costs as a percentage of sales will remain consistent with fiscal 2012 in fiscal 2013 from a combination of price increases, product sales mix changes and recipe modifications.
 
Payroll and Other Employee Benefit Costs:   For the three months ended March 31, 2013 our payroll and other employee benefit costs increased $218,000 to $1,842,000 (37% of restaurant sales) from $1,624,000 (36.3% of restaurant sales) compared to the same prior year period. The increase is attributable to a net decrease of $80,000 in payroll and other employee benefits for the three months ending March 31, 2013  due to the sale of one company-owned restaurant in July 2012, offset by: 1) an increase of $139,000 in payroll and other employee benefits for the three months ending March 31, 2013 due  to the purchase of two franchise owned restaurants in August 2012 and January 2013, and 2) an increase of $159,000 due to increased same store sales compared to the same prior year period, as well as additional costs for the implementation of our breakfast program.
 
For the six months ended March 31, 2013 our payroll and other employee benefit costs increased $272,000 to $3,579,000 (36.9% of restaurant sales) from $3,307,000 (35.9% of restaurant sales) compared to the same prior year period. The increase is attributable to a net decrease of $212,000 in payroll and other employee benefits for the three months ending March 31, 2103  due to the sale of two company-owned restaurants in December of 2011, offset by: 1) an increase of $202,000 in payroll and other employee benefits for the three months ending March 31, 2013 due  to the purchase of two franchise owned restaurants in August 2012 and January 2013, and 2) an increase of $282,000 due to increased same store sales compared to the same prior year period, as well as additional costs for the implementation of our breakfast program.
 
Occupancy and Other Operating Costs: For the three months ended March 31, 2013 our occupancy and other operating costs increased $98,000 to $1,062,000 (21.3% of restaurant sales) from $964,000 (21.6% of restaurant sales) compared to the same prior year period.
 
For the six months ended March 31, 2013 our occupancy and other operating costs increased $31,000 to $2,030,000 (20.9% of restaurant sales) from $1,999,000 (21.7% of restaurant sales) compared to the same prior year period.
 
The increase in both the three and six month periods ending March 31, 2013 are attributable to increases in rent, property taxes, utilities, restaurant repairs and bank credit card fees compared to the same prior year periods.
 
Depreciation and Amortization:   For the three months ended March 31, 2013, our depreciation and amortization decreased $32,000 to $167,000 (3.4% of restaurant sales) from $199,000 (4.5% of restaurant sales) compared to the same prior year period.
 
For the six months ended March 31, 2013, our depreciation and amortization decreased $37,000 to $369,000 (3.8% of restaurant sales) from $406,000 (4.4% of restaurant sales) compared to the same prior year period.
 
The decrease in depreciation and amortization for the three and six month periods ended March 31, 2013 is attributable to a decrease in depreciation expense related to restaurants sold in the prior fiscal year as well as two sale leaseback transactions entered into in the current fiscal year. The decrease was offset by an increase in amortization expense for loan fees related to the termination of our note payable to Wells Fargo Bank, N.A. (“Wells Fargo”) in October 2012.
 
 
General and Administrative Costs: For the three months ended March 31, 2013, general and administrative costs increased $44,000 to $396,000 (7.8% of total revenues) from $352,000 (7.7% of total revenues) for the same prior year period.
 
For the six months ended March 31, 2013, general and administrative costs increased $88,000 to $782,000 (7.9% of total revenues) from $694,000 (7.4% of total revenues) for the same prior year period.
 
The increase for the three and six month periods ended March 31, 2103 was mainly attributable to increases in payroll and employee benefit costs offset by decreases in professional services and travel costs.
 
In fiscal 2013, we anticipate adding additional key management personnel in functional areas such as real estate, construction and finance to support accelerated growth.
 
Advertising Costs:   For the three months ended March 31, 2013 advertising costs decreased $4,000 to $218,000 (4.4% of restaurant sales) from $222,000 (5% of restaurant sales) for the same prior year period.
 
For the six months ended March 31, 2013 advertising costs decreased $5,000 to $428,000 (4.4% of restaurant sales) from $433,000 (4.7% of restaurant sales) for the same prior year period.
 
Contributions are made to the advertising materials fund and regional advertising cooperative based on a percentage of restaurant sales and the percentage contribution for fiscal 2013 is slightly lower than the same prior year period.
 
We anticipate that the remainder of fiscal 2013 advertising expense will remain consistent with fiscal 2012 and will consist primarily of television advertising, social media and on-site and point-of-purchase merchandising totaling approximately 4.3% of restaurant sales.
 
Franchise Costs:   For the three months ended March 31, 2013, franchise costs increased $2,000 to $16,000 (.3% of total revenues) from $14,000 (.3% of total revenues) for the same prior year period.
 
For the six months ended March 31, 2013, franchise costs increased $3,000 to $31,000 (.3% of total revenues) from $28,000 (.3% of total revenues) for the same prior year period.
 
Gain on Restaurant Asset Sales: For the three months ended March 31, 2013, our gain on the sale of assets increased $68,000 to $74,000 from $6,000 for the same prior year period.
 
For the six months ended March 31, 2013, our gain on the sale of assets increased $59,000 to $80,000 from $21,000 for the same prior year period.
 
The current three and six month periods ending March 31, 2013 includes a gain of $67,000 related to a sale leaseback transaction completed in January 2013.
 
Loss from Operations:   We had a loss from operations of $325,000 in the three months ended March 31, 2013 compared to a loss from operations of $350,000 for the same prior year period.
 
We had a loss from operations of $622,000 in the six months ended March 31, 2013 compared to a loss from operations of $643,000 for the same prior year period.
 
The decrease in loss from operations for the three and six month periods is due primarily to the increase in net revenues offset by other matters discussed in the “Restaurant Operating Costs,” “General and Administrative Costs,” “Franchise Costs,” and “Gain on Restaurant Asset Sales” sections above.
 
Net Loss:   The net loss was $337,000 for the three months ended March 31, 2013 compared to a net loss of $396,000 for the same prior year period.
 
The net loss was $666,000 for the six months ended March 31, 2013 compared to a net loss of $747,000 for the same prior year period.
 
The change from the three and six month periods ended March 31, 2013 to March 31, 2012 was attributable to the decrease in our loss from operations for the three and six month periods ended March 31, 2013, as well as a decrease in net interest expense related to the decrease in our long term notes payable, compared to the same prior year period.
 
 
Fiscal Year Ended September 30, 2012 Compared to Fiscal Year Ended September 30, 2011
 
Net Revenues:   Net revenues for fiscal 2012 decreased $897,000 (-4.4%) to $19,706,000 from $20,603,000 for fiscal 2011.  Same store restaurant sales increased $534,000 (+3.1%) during fiscal 2012. Restaurants are included in same store sales after they have been open a full fifteen months and only Good Times Burgers & Frozen Custard restaurants are included while dual-branded restaurants are excluded.  Restaurant sales increased $116,000 due to one restaurant purchased from a franchisee in August 2012. Restaurant sales decreased $95,000 due to one non-traditional company-owned restaurant not included in same store sales and decreased $269,000 due to one dual-branded company-owned restaurant sold in July 2012. Restaurant sales also decreased $1,196,000 due to two company-owned restaurants sold in fiscal 2011 and one company-owned restaurant sold in fiscal 2012. Net revenues increased $12,000 in fiscal 2012 due to an increase in franchise royalties and fees.
 
Average restaurant sales for company-owned and co-developed restaurants (including double drive-through restaurants and restaurants with dining rooms but excluding dual-branded restaurants and out-of-market restaurants) for fiscal 2011 and 2012 were as follows:
 
 
Fiscal 2012
Fiscal 2011
Company-operated
$807,000
$779,000

Company operated restaurants’ sales for fiscal 2012 range from a low of $597,913 to a high of $1,523,648.
 
For factors which may affect future results of operations, and a related discussion of planned product and system changes please refer to the sections entitled “Business-Concepts” and “Business-Business Strategy” on pages 47-50 of this prospectus.
 
Restaurant Operating Costs:   Restaurant operating costs as a percent of restaurant sales were 93.5% for fiscal 2012 compared to 95.8% for fiscal 2011.  The changes in restaurant-level costs from fiscal 2011 to fiscal 2012 are explained as follows:
 
Restaurant-level costs for the fiscal year ended September 30, 2011
 95.8%
Decrease in food and packaging costs
(1.7%) 
Decrease in payroll and other employee benefit costs
 (.2%) 
Decrease in occupancy and other operating costs
 (.2%) 
Decrease in depreciation and amortization costs
 (.2%) 
Restaurant-level costs for the fiscal year ended September 30, 2012
 93.5%

Food and Packaging Costs:   Food and packaging costs for fiscal 2012 decreased $649,000 from $7,241,000 (35.9% of restaurant sales) in fiscal 2011 to $6,592,000 (34.2% of restaurant sales).
 
In fiscal 2011 our weighted food and packaging costs increased approximately 5%. We implemented a 1.2% menu price increase in February 2011, a 1.1% menu price increase in late May 2011 and a 2.4% menu price increase in September 2011.
 
In fiscal 2012 our weighted food and packaging costs decreased slightly.  The total menu price increases taken during fiscal 2012 were 1.6%, all of which were taken in the last five months of the fiscal year. We anticipate cost pressure on several core commodities, including beef, bacon and dairy for fiscal 2013.  However, we anticipate our food and packaging costs as a percentage of sales will remain consistent with fiscal 2012 in fiscal 2013 from a combination of price increases, product sales mix changes and recipe modifications.
 
Payroll and Other Employee Benefit Costs:   For fiscal 2012, payroll and other employee benefit costs decreased $352,000 from $7,043,000 (34.9% of restaurant sales) in fiscal 2011 to $6,691,000 (34.7% of restaurant sales).
 
 
The decrease in payroll and other employee benefit expenses as a percent of restaurant sales for fiscal 2012 is primarily the result of higher restaurant sales. Because payroll costs are semi-variable in nature they decrease as a percentage of restaurant sales when there is an increase in restaurant sales. Additionally payroll and other employee benefits decreased approximately $519,000 in fiscal 2012 due to two company-owned restaurants sold in February and May 2011, one company-owned restaurant sold in December 2011 and one company-owned restaurant sold in July 2012.  We anticipate payroll and other employee benefit costs will decrease as a percentage of sales in fiscal 2013 due to the operating leverage on increasing sales.
 
Occupancy and Other Costs:   For fiscal 2012, occupancy and other costs decreased $233,000 from $4,172,000 (20.7% of restaurant sales) in fiscal 2011 to $3,939,000 (20.4% of restaurant sales).  The $233,000 decrease in occupancy and other costs is primarily attributable to:
 
 
·
Decrease in building rent of $159,000 primarily due to the four restaurants sold in fiscal 2012 and fiscal 2011.
 
·
Decrease of $221,000 in all other restaurant operating costs due to the four restaurants sold in fiscal 2012 and fiscal 2011.
 
The decreases above were offset by the following cost increases:
 
 
·
Increases in various other restaurant operating costs of $123,000 at existing restaurants comprised primarily of repairs and maintenance utility costs and bank fees.
 
·
An adjustment of $38,000 to our liability for the accretion of deferred rent in fiscal 2012 due to two sold restaurants. This compares to an adjustment of $62,000 in fiscal 2011 due to sold restaurants.
 
Occupancy costs may increase as a percent of sales as new company-owned restaurants are developed due to higher rent associated with sale-leaseback operating leases, as well as increased property taxes on those locations.
 
Depreciation and Amortization Costs:   For fiscal 2012, depreciation and amortization costs decreased $93,000 from $888,000 in fiscal 2011 to $795,000.  Depreciation costs primarily decreased due to the four restaurants sold in fiscal 2012 and 2011 as well as due to declining depreciation expense in our aging company-owned and joint-venture restaurants.
 
General and Administrative Costs:   For fiscal 2012, general and administrative costs increased $77,000 from $1,281,000 (6.2% of total revenues) in fiscal 2011 to $1,358,000 (6.9% of total revenues).  The $77,000 increase in general and administrative expenses in fiscal 2012 is primarily attributable to:
 
 
·
Increase in payroll and employee benefit costs of $64,000 due to the reinstatement of certain management level salaries that were reduced in fiscal 2009 and 2010.
 
·
Increase in professional services of $10,000.
 
·
Decrease of $19,000 in miscellaneous income.
 
·
Net increases in various other expenses of $16,000.
 
Advertising Costs:   For fiscal 2012, advertising costs increased $39,000 from $757,000 (3.8% of restaurant sales) in fiscal 2011 to $796,000 (4.1% of restaurant sales).
 
Contributions are made to the advertising materials fund and regional advertising cooperative based on a percentage of sales and there was a slight increase in the percentage contribution for fiscal 2012 compared to fiscal 2011.
 
Franchise Costs:   For fiscal 2012 franchise costs decreased $10,000 from $70,000 (.3% of total revenues) in fiscal 2011 to $60,000 (.3% of total revenues).  The decrease in franchise costs for fiscal 2012 is primarily attributable to a lower allocation of costs incurred due to fewer franchise restaurants in the system.
 
Gain on Restaurant Asset Sales:   For fiscal 2012 the gain on restaurant asset sales decreased to $51,000 compared to $184,000 in fiscal 2011.  The gain on restaurant assets sales in fiscal 2012 is comprised of a $24,000 deferred gain on a previous sale lease-back transaction and an $89,000 gain on the sale of two company-owned restaurants, offset by a $62,000 loss to adjust the book value of a property in Firestone, Colorado to its fair market value.
 
 
The $184,000 gain on restaurant asset sales in fiscal 2011 was primarily related to the $168,000 gain on the sale of two company-owned restaurants in February and May 2011 and the sale of one co-developed building related to a restaurant closed in fiscal 2010.
 
Loss from Operations:   The loss from operations was $474,000 in fiscal 2012 compared to a loss from operations of $665,000 in fiscal 2011. The decrease in loss from operations for the fiscal year is due primarily to matters discussed in the “-Restaurant Operating Costs,” “-General and Administrative Costs,” “-Franchise Costs,” and “Gain on Restaurant Asset Sales” sections above.
 
Net Loss:   The net loss was $668,000 for fiscal 2012 compared to $895,000 in fiscal 2011.  The change from fiscal 2011 to fiscal 2012 was primarily attributable to the matters discussed in the “-Net Revenues,” “-Restaurant Operating Costs,” “-General and Administrative Costs,” and “-Franchise Costs,” sections above, as well as 1) a decrease in net interest expense of $90,000 compared to the same prior year period; and 2) an increase in other expenses of $37,000 compared to the same prior year period.
 
Net interest expense decreased in fiscal 2012 compared to the same prior year period primarily due to a reduction in the principal balances outstanding on the notes payable to Wells Fargo and PFGI II (defined below).  Net interest expense for fiscal 2012 includes non-cash amortization of debt issuance costs of $26,000 related to warrants issued in conjunction with the extension of the PFGI II loan in January, 2010.
 
Net interest expense for fiscal 2011 includes non-cash amortization of debt issuance costs of $48,000 related to: 1) warrants issued in conjunction with the extension of the PFGI II loan in January 2010; and 2) beneficial conversion rights and warrants related to the loan agreement with W Capital and John T. MacDonald entered into in February 2010, which loan has subsequently been repaid and which related beneficial conversion rights and warrants have subsequently terminated.
 
Income Attributable to Non-controlling Interests:   For fiscal 2012 the income attributable to non-controlling interests was $109,000 compared to $118,000 in fiscal 2011. The loss from non-controlling interest represents the limited partner’s share of income in the co-developed restaurants.
 
Liquidity and Capital Resources
 
Cash and Working Capital
 
As of March 31, 2013, we had a working capital excess of $324,000. Because restaurant sales are collected in cash and accounts payable for food and paper products are paid two to four weeks later, restaurant companies often operate with working capital deficits. We anticipate that working capital deficits may be incurred in the future and possibly increase if and when we open new Good Times Burgers & Frozen Custard or Bad Daddy’s Burger Bar restaurants.  We believe that we will have sufficient capital to meet our working capital and recurring capital expenditure needs in fiscal 2013. We anticipate using additional capital sources from this offering for the development of new Good Times Burgers & Frozen Custard and Bad Daddy’s Burger Bar restaurants. Additionally, we may sell or sublease select underperforming company-operated restaurants if we believe the realizable asset value is greater than the long term cash flow value or if the asset does not fit our longer term distribution and location of restaurants.
 
Financing
 
Wells Fargo Note Payable :  The balance of our loan from Wells Fargo at September 30, 2012 was $232,000. We used a portion of the proceeds received by the Company from the sale of Series C Convertible Preferred Stock to SII to pay in full the outstanding balance, along with the associated interest rate swap with Wells Fargo, in October 2012.
 
 
PFGI II LLC Promissory Note : In July 2008, we borrowed $2,500,000 from PFGI II, LLC (“PFGI II”), an unrelated third party, and issued a promissory note in the principal amount of $2,500,000 to PFGI II (the “PFGI II Note”).  The PFGI II Note has subsequently been amended on several occasions. During 2012 and 2013, the interest rate on the note was 8.65%.  In April 2012 PFGI II agreed to extend the loan to December 31, 2013 on the existing note terms if a sale leaseback had not been completed on the Firestone property. The note balance at September 30, 2012 was $1,318,000. On November 30, 2012 we entered into a sale lease-back transaction on the Firestone property with net proceeds of $1,377,000 and we used $765,000 to pay down the PFGI II Note. The remaining balance of $541,000 was paid on January 25, 2013 from the proceeds of another sale leaseback transaction.
 
SII Investment Transactions :  On December 13, 2010, we closed on a private placement of 1,400,000 shares of our common stock (as adjusted for the reverse stock split of our common stock effected December 31, 2010) to SII for an aggregate purchase price of $2,100,000 (or $1.50 per share), pursuant to the terms of a Securities Purchase Agreement between the Company and SII dated October 29, 2010, as amended December 13, 2010.  The proceeds from the transaction were used to pay approximately $288,000 of expenses related to the transaction, to repay $585,000 in short term loans, reduce accrued liabilities by $200,000, and to reduce accounts payable by approximately $150,000, with the balance of the proceeds going to increase the Company’s working capital.
 
On September 28, 2012, we closed on a second investment transaction with SII, in which the Company sold and issued to SII 355,451 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $1,500,000 (or $4.22 per share) pursuant to the terms of a Securities Purchase Agreement dated June 13, 2012 and supplemented on September 28, 2012 and October 16, 2012, with each share of Series C Convertible Preferred Stock convertible at the option of the holder into two shares of our common stock, subject to certain anti-dilution adjustments.  The proceeds from this transaction were used to pay approximately $40,000 of expenses related to the transaction and to repay $232,000 to Wells Fargo, with the balance of the proceeds going to increase the Company’s working capital.
 
Capital Expenditures
 
We plan to use approximately $800,000 of the net proceeds from this offering for capital expenditures to remodel and reimage several existing Good Times Burgers & Frozen Custard restaurants during the balance of fiscal 2013 and during fiscal 2014, in addition to other normal recurring capital expenditures for existing restaurants.  Additional commitments for the development of new Good Times Burgers & Frozen Custard restaurants in fiscal 2013 and beyond will depend on the Company’s sales trends, cash generated from operations and our access to additional capital, which we anticipate will be available through build-to-suit or sale-leaseback financing for Good Times Burgers & Frozen Custard restaurants.  We expect to use approximately [$________] of the net proceeds from this offering for the development of new company-owned Bad Daddy’s Burger Bar restaurants.  See “Use of Proceeds” beginning on page 22 of this prospectus.
 
Cash Flows
 
Six Month Period Ended March 31, 2013 Compared to Six Month Period Ended March 31, 2012
 
Net cash used in operating activities was $331,000 for the six months ended March 31, 2013. The net cash used in operating activities for the six months ended March 31, 2013 was the result of a net loss of $666,000 as well as cash and non-cash reconciling items totaling $335,000 (comprised of depreciation and amortization of $369,000, stock-based compensation expense of $49,000, a gain on sale of assets of $80,000, accretion of deferred rent of $19,000, an accrued expense increase of $148,000, an increase in accounts payable of $117,000, an increase in prepaid expenses and receivables of  $103,000 and a net increase in other operating assets and liabilities of $184,000).
 
Net cash used in operating activities was $176,000 for the six months ended March 31, 2012. The net cash used in operating activities for the six months ended March 31, 2012 was the result of a net loss of ($747,000) as well as cash and non-cash reconciling items totaling $571,000 (comprised of depreciation and amortization of $406,000, stock-based compensation expense of $31,000, amortization of debt issuance costs of $13,000, an increase in other accrued liabilities of $137,000 and a net decrease in other operating assets and liabilities of $16,000).
 
 
Net cash provided by investing activities for the six months ended March 31, 2013 was $1,192,000 which reflects proceeds from sale leaseback transactions of $3,329,000 offset by the purchase of a franchise restaurant for $1,256,000, the purchase of real estate underlying a company-owned restaurant for $763,000 and $121,000 for miscellaneous restaurant related capital expenditures.
 
Net cash provided by investing activities for the six months ended March 31, 2012 was $170,000 which reflects proceeds from the sale of property of $305,000, payments of $24,000 for miscellaneous restaurant related capital expenditures, payments of $54,000 for the completion of the installation of new menu boards, $42,000 for the exterior reimaging of one restaurant and $15,000 in loans, net of repayments, to franchisees.
 
Net cash used in financing activities for the six months ended March 31, 2013 was $64,000, which includes net proceeds of $1,499,000 from the sale of preferred stock, net principal payments on notes payable, long term debt and capital leases of $1,571,000 and receivables from non-controlling interests of $8,000.
 
Net cash used in financing activities for the six months ended March 31, 2012 was $255,000, which includes principal payments on notes payable and long term debt of $231,000 and distributions to non-controlling interests of $24,000.
 
Fiscal Year Ended September 30, 2012 Compared to Fiscal Year Ended September 30, 2011
 
Net cash used in operating activities was $22,000 for fiscal 2012 compared to net cash used in operating activities of $539,000 in fiscal 2011.  The increase in net cash used in operating activities from continuing operations for fiscal 2012 was the result of a net loss of $668,000 and non-cash reconciling items totaling $846,000 (comprised principally of 1)  depreciation and amortization of $795,000; 2) amortization of debt issuance costs of $26,000; 3) $69,000 of stock option compensation expense; 4) a $51,000 gain on asset sales; 5) a $116,000 increase in other receivables and other assets: and 7) net increases in operating assets and liabilities totaling $77,000).
 
Net cash provided by investing activities in fiscal 2012 was $594,000 compared to $954,000 in fiscal 2011.  The fiscal 2012 activity reflects payments for the purchase of property and equipment of $314,000, proceeds from the sales of fixed assets of $913,000 and $5,000 loans to franchisees and others, net of payments received on loans.
 
Net cash used in financing activities in fiscal 2012 was $803,000 compared to net cash provided by financing activities of $3,000 in fiscal 2011.  The fiscal 2012 activity includes principal payments on notes payable and long term debt of $650,000, costs related to the preferred stock sale of $32,000 and distributions to non-controlling interests in partnerships of $121,000.
 
Contingencies and Off-Balance Sheet Arrangements
 
We remain contingently liable on various land leases underlying restaurants that were previously sold to franchisees.  We have never experienced any losses related to these contingent lease liabilities; however, if a franchisee defaults on the payments under the leases, we would be liable for the lease payments as the assignor or sublessor of the lease.  Currently we have not been notified nor are we aware of any leases in default under which we are contingently liable.  However there can be no assurance that there will not be in the future, which could have a material adverse effect on our future operating results.
 
Critical Accounting Policies and Estimates
 
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. Over the years, the FASB and other designated GAAP-setting bodies, have issued standards in the form of FASB Statements, Interpretations, FASB Staff Positions, EITF consensuses, AICPA Statements of Position, etc.
 
The FASB recognized the complexity of its standard-setting process and embarked on a revised process in 2004 that culminated in the release on July 1, 2009, of the FASB Accounting Standards Codification™, sometimes referred to as the Codification or ASC. To the Company, this means instead of following the Statements, Interpretations, Staff Positions, etc., we will follow the guidance in Topics as defined in the ASC. The Codification does not change how the Company accounts for its transactions or the nature of related disclosures made. However, when referring to guidance issued by the FASB, the Company refers to topics in the ASC rather than Statements, etc. The above change was made effective by the FASB for periods ending on or after September 15, 2009. We have updated references to GAAP in this prospectus to reflect the guidance in the Codification.
 
 
Notes Receivable
 
We evaluate the collectability of our note receivables from franchisees annually.  The aggregate notes receivable on the consolidated balance sheet at September 30, 2012 were $20,000.
 
Discontinued Operations
 
The Company analyzes its operations on a regional basis, when evaluating closed restaurant operations for consideration as to the classification between continuing operations and discontinued operations.  Prior to 2010 the Company evaluated operations at the restaurant level. In its reevaluation the Company determined that as most of the Company’s restaurants are within the Denver metropolitan region and share common advertising, distribution, supervision, and to a certain extent even customers, the Company believes it appropriate to perform its analysis on a regional basis. During fiscal 2011 the Company closed two restaurants, and in fiscal 2012, the Company closed an additional two restaurants.  The operations related to these restaurants are reflected as part of continuing operations as they were within one continuing operating region.
 
Non-controlling Interests
 
Non-controlling interests, previously called minority interests, are presented as a separate item in the equity section of the consolidated balance sheet. Consolidated net income or loss attributable to non-controlling interests are presented on the face of the consolidated statement of operations. Additionally, changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions, and that deconsolidation of a subsidiary is recorded as a gain or loss based on the fair value on the deconsolidation date.
 
Impairment of Long-Lived Assets
 
We review our long-lived assets for impairment, including land, property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the capitalized costs of the assets to the future undiscounted net cash flows expected to be generated by the assets and the expected cash flows are based on recent historical cash flows at the restaurant level (the lowest level that cash flows can be determined).
 
An analysis was performed on a restaurant by restaurant basis at September 30, 2012 and at March 31, 2013. Assumptions used in preparing expected cash flows for our Good Times Burgers & Frozen Custard restaurants were as follows:
 
 
·
Sales projections are as follows: Fiscal 2013 sales for our Good Times Burgers & Frozen Custard restaurants are projected to increase 6% with respect to fiscal 2012 and for fiscal years 2014 to 2027 we have used annual increases of 2% to 3%. The 6% increase in fiscal 2013 is due to the addition of breakfast sales. We believe the 2% to 3% increase in the fiscal years beyond 2013 is a reasonable expectation of growth and that it would be unreasonable to expect no growth in our sales. These increases include menu price increases in addition to any real growth. Historically our weighted menu prices have increased 1.5% to 6%.
 
 
·
Our variable and semi-variable restaurant operating costs for our Good Times Burgers & Frozen Custard restaurants are projected to increase proportionately with the sales increases as well as increasing an additional 1.5% per year consistent with inflation.
 
 
·
Our other fixed restaurant operating costs for our Good Times Burgers & Frozen Custard restaurants are projected to increase 1.5% to 2% per year.
 
 
·
Food and packaging costs for our Good Times Burgers & Frozen Custard restaurants are projected to decrease approximately 0.5% as a percentage of sales in relation to our fiscal 2012 food and packaging costs as a result of menu price increases and other menu initiatives.
 
 
·
Salvage value for our Good Times Burgers & Frozen Custard restaurants has been estimated on a restaurant by restaurant basis considering each restaurant’s particular equipment package and building size.
 
 
Given the results of our impairment analysis at September 30, 2012 and at March 31, 2013, there are no Good Times Burgers & Frozen Custard restaurants which are impaired as their projected undiscounted cash flows show recoverability of their asset values.
 
Our impairment analysis included a sensitivity analysis with regard to the cash flow projections that determine the recoverability of each restaurant’s assets. The results indicate that even with a 15% decline in our projected cash flows we would still not have any potential impairment issues.  However if we elect to sublease, close or otherwise exit a restaurant location impairment could be required.
 
Each time we conduct an impairment analysis in the future we will compare actual results to our projections and assumptions, and to the extent our actual results do not meet expectations, we will revise our assumptions and this could result in impairment charges being recognized.
 
All of the judgments and assumptions made in preparing the cash flow projections are consistent with our other financial statement calculations and disclosures. The assumptions used in the cash flow projections are consistent with other forward-looking information prepared by the Company, such as those used for internal budgets, discussions with third parties, and/or reporting to management or the Board of Directors.
 
Projecting the cash flows for the impairment analysis involves significant estimates with regard to the performance of each restaurant, and it is reasonably possible that the estimates of cash flows may change in the near term resulting in the need to write down operating assets to fair value. If the assets are determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the assets exceeds their fair value. Fair value would be determined using forecasted cash flows discounted using an estimated average cost of capital and the impairment charge would be recognized in income from operations.
 
Income Taxes
 
We account for income taxes under the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The deferred tax assets are reviewed periodically for recoverability, and valuation allowances are adjusted as necessary.  We believe it is more likely than not that the recorded deferred tax assets will be realized.
 
Variable Interest Entities
 
Once an entity is determined to be a Variable Interest Entity (VIE), the party with the controlling financial interest, the primary beneficiary, is required to consolidate it.  We have two franchisees with notes payable to the Company and after analysis we have determined that, while these franchisees are VIEs, we are not the primary beneficiary of the entities, and therefore they are not required to be consolidated.
 
Fair Value of Financial Instruments
 
Fair value is established under a framework for measuring fair value under GAAP and enhances disclosure about fair value measurements.
 
New Accounting Pronouncements
 
There are no current pronouncements that affect the Company.
 
Subsequent Events
 
On May 1, 2013 we purchased a restaurant in Castle Rock, Colorado from a franchisee for total consideration of approximately $75,000, including the leasehold improvements, equipment and operating business.
 
 
Impact of Inflation
 
In fiscal 2012 our weighted food and packaging costs decreased slightly.  The total menu price increases taken during fiscal 2012 were 1.6%, all of which were taken in the last five months of the fiscal year. We anticipate cost pressure on several core commodities, including beef, bacon and dairy for fiscal 2013.  However, we anticipate our food and packaging costs as a percentage of sales will remain consistent with fiscal 2012 in fiscal 2013 from a combination of price increases, product sales mix changes and recipe modifications. We are planning moderate price increases in fiscal 2013, which may or may not be sufficient to recover increased commodity costs or increases in other operating expenses.
 
Seasonality
 
Revenues of the Company are subject to seasonal fluctuation based primarily on weather conditions adversely affecting restaurant sales in December, January, February and March.
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

During the two most recent fiscal years, we have not had any changes in or disagreements with our independent accountants on matters of accounting or financial disclosure.
 

 
 
 
 

BUSINESS
 
Overview
 
The Company was incorporated in Nevada in 1987.  Through our wholly-owned subsidiary, GTDT, we are engaged in the business of developing, owning, operating and franchising hamburger-oriented drive-through restaurants under the name Good Times Burgers & Frozen Custard.  Most of our restaurants are located in the front-range communities of Colorado but we also have franchised restaurants in North Dakota and Wyoming.  Over the last two years, we have sold or closed a few under-performing restaurants which has increased working capital and improved operating margins.  We have also repaid all of our bank debt, increased our equity and significantly improved the profitability of the Company.
 
As described below under “Recent Developments-Bad Daddy’s Burger Bar,” we have signed a series of agreements for the development of company-owned, licensed and franchised restaurants operating under the name Bad Daddy’s Burger Bar that compete in a different industry segment from Good Times Burgers & Frozen Custard.  In connection with these agreements, we have acquired a 48% ownership interest in BDFD, which we anticipate will develop franchised and licensed Bad Daddy’s Burger Bar restaurants throughout the U.S.  We have also formed BDC as a wholly-owned subsidiary to develop and operate company-owned Bad Daddy’s Burger Bar restaurants in Colorado and possibly Arizona and Kansas.
 
We believe that the Bad Daddy’s Transaction will allow us to leverage efficiencies in our existing infrastructure in non-operating restaurant services spread over a larger enterprise in accounting, information technology, real estate and development, marketing, purchasing, legal and the costs associated with maintaining a publicly listed company.  Consequently, based on the performance of the existing Bad Daddy’s Burger Bar restaurants, we believe that our ownership and operation of Bad Daddy’s Burger Bar restaurants through BDC and our indirect interest in franchised Bad Daddy’s Burger Bar restaurants through BDFD will become a larger portion of our overall business compared to our Good Times Burgers & Frozen Custard restaurants and a key driver to increasing profitability due to much higher average restaurant sales and our anticipated growth plan in those company-owned and franchised Bad Daddy’s Burger Bar restaurants.
 
Recent Developments
 
Good Times Burgers & Frozen Custard
 
Our same store sales increased for 23 consecutive months through June, 2012, including an increase of 6.2% in fiscal 2011 and an increase of 3.1% in fiscal 2012.  In the fourth quarter of fiscal 2012 same store sales declined 1%; however, we were negatively impacted by road construction and road closures at two locations.  Factoring out the sales declines at the two affected locations, our same store sales would have increased approximately 1.2% in the fourth quarter of fiscal 2012 which would have been the sixth consecutive quarter of same store sales increases. These sales increases have been accomplished with lower advertising expenditures as a percentage of sales as we have refocused our marketing expenditures to more on-site and trade area activities, including new menu boards, point of purchase materials and facility improvements.  Our same store sales trend has continued to increase during the first two quarters of fiscal 2013, increasing 6.1% through March 31, 2013.  We introduced new $2 Hatch Valley, New Mexico Green Chile Breakfast Burritos in mid-November 2012 and the new breakfast menu currently represents over 7.5% of total sales.   We believe that the breakfast menu will continue to increase our incremental sales growth.
 
During fiscal 2012 we began the reimaging and remodeling of older restaurants that includes new signage, new exterior finishes, upgraded lighting, patio enhancements and new graphics design.  We anticipate that for our drive-through only restaurants, the cost of the reimaging will be approximately $40,000 per restaurant.  Those older restaurants with dining rooms will be slightly more and will vary depending on the age of the restaurant.  We plan to systematically apply the reimaging elements to our older, double drive-through restaurants and select dining room restaurants throughout fiscal 2013 and 2014 and expect to use a portion of the net proceeds from this offering to accelerate the reimaging and remodeling.  We anticipate incremental sales growth at each restaurant of at least 5% from the reimage projects and at least 10% from the more extensive remodeled restaurants.  We plan to continue to build new Good Times Burgers & Frozen Custard restaurants in the Colorado market to leverage existing marketing and operational efficiencies.
 
 
In the fourth quarter of fiscal 2012 and after several months of development, we began testing a new chicken platform centered on All Natural, Hand Breaded Chicken Tenders which will make Good Times Burgers & Frozen Custard the only quick service restaurant chain in Colorado serving All Natural beef and chicken with no hormones, no steroids, no antibiotics and humanely raised, vegetarian fed animals with no animal byproducts in the feed.  The system-wide implementation of the new chicken platform was completed in mid-March, 2013 with increased marketing and a new television campaign which began on March 25, 2013.
 
Our income from operations improved by $1,247,000 in fiscal 2011 compared to fiscal 2010 and by $191,000 in fiscal 2012 compared to fiscal 2011, even in the midst of unprecedented commodity cost increases.  Our cost of sales, as a percentage of net sales, declined 1.7% compared to fiscal 2011 as a result of menu price increases, new product introductions and re-engineering of each category of our menu.  As a result of the new breakfast menu, we anticipate that we will see continued leveraging of our fixed and semi-variable costs for improved profitability after the initial three months’ introduction and discount offers of the product.
 
Bad Daddy’s Burger Bar

After looking at over two dozen concepts for possible acquisition over the last year, we have entered into a series of agreements with BDI and BDFD to acquire the exclusive development rights for Bad Daddy’s Burger Bar restaurants in Colorado, additional restaurant development rights for Arizona and Kansas, and a 48% voting ownership interest in the franchisor entity, BDFD, for the offering of Bad Daddy’s Burger Bar restaurants.
 
Bad Daddy’s Burger Bar is a relatively new restaurant concept that has been in existence for approximately three years.  There are currently five existing Bad Daddy’s Burger Bar restaurants, all of which are located in North Carolina, including an airport concession licensed to Host Marriot Services in the Charlotte, N.C. airport.  Of the existing restaurants, three have been open for more than one year.
 
BDI is owned by Dennis Thompson, a restaurant entrepreneur who has developed and taken public or sold multiple concepts (Lone Star Steakhouse, Bailey’s Sports Grille, Fox & Hound Pub, Firebird’s Woodfired Grill), and by Frank Scibelli, a local restaurateur operating multiple highly successful, award winning concepts including Mama Ricotta’s, Cantina 1511, Midwood Smokehouse Barbeque, and Paco’s Tacos and Tequila.  Our criteria for acquiring a new growth concept were threefold:
 
 
·
A highly differentiated concept exhibiting high customer loyalty;
 
 
·
Industry leading unit economic model exceeding a 40% cash on cash return; and
 
 
·
Experienced management that intends to participate in the future growth and development of the concept.
 
We believe that Bad Daddy’s Burger Bar meets each of these criteria and can provide the vehicle for robust growth for the Company, leveraging our existing infrastructure and fixed expenses in administration, accounting, information technology, purchasing, human resources and training, marketing and operating systems and processes while partnering with successful serial restaurateurs who will continue to provide brand leadership and strategy as the concept is expanded.  Bad Daddy’s Burger Bar operates in a different segment of the restaurant industry from Good Times Burgers & Frozen Custard as a full service, upscale casual restaurant concept with a chef-driven menu specializing in signature recipes, gourmet burgers, sandwiches, salads, appetizers and desserts with a full bar specializing in craft microbrews.  Based on management’s review of the average sales of the three operating restaurants that have been open for more than one year, we believe that Bad Daddy’s Burger Bar average sales per restaurant are much higher than the Good Times Burgers & Frozen Custard average sales per restaurant, as is the Bad Daddy’s Burger Bar average customer check.
 
Each of the material agreements relating to the Bad Daddy’s Transaction is summarized below.  The summaries below do not purport to be complete and are qualified in their entirety by the full text of the related agreements, copies of which are filed as exhibits to the registration statement of which this prospectus is a part.
 
 
Subscription Agreement
 
On April 9, 2013, the Company executed a Subscription Agreement for the purchase of 4,800 Class A Units of BDFD, representing a 48% voting membership interest in BDFD, for the aggregate subscription price of $750,000.  The subscription price is payable in two equal installments, the first $375,000 installment on April 15, 2013, and the remaining $375,000 installment on or before the six month anniversary of the date of execution of the Subscription Agreement.
 
Amended and Restated Operating Agreement
 
In connection with its acquisition of Class A Units in BDFD pursuant to the Subscription Agreement, as described above, the Company entered into an Amended and Restated Operating Agreement of BDFD (the “Operating Agreement”), dated as of April 9, 2013, by and among BDFD, BDI and the Company as the Class A Members of BDFD (the “Class A Members”), and Dennis L. Thompson, Joseph F. Scibelli, Eric Fenner (principals of BDI), Boyd Hoback (a director and the President and Chief Executive Officer of the Company) and Alan Teran (a director of the Company) as the managers of BDFD (collectively, the “Board of Managers”).
 
The Operating Agreement sets forth the respective ownership interests and capital contributions of the Class A Members.  In addition to the initial capital contribution equal to the subscription price set forth in the Subscription Agreement described above, the Operating Agreement provides that the Company and BDI, collectively, may be required to make additional capital contributions to BDFD of up to an aggregate of $1,000,000 upon written request of the Board of Managers.  Such additional capital contributions, if required, will be in accordance with the Company’s and BDI’s then respective percentage interests of Class A Units in BDFD.  Thus, the Company’s portion of such additional capital contributions, if required, prior to any change in BDFD ownership, will be up to $480,000.
 
The business of BDFD is to grant franchises throughout the U.S. to qualified franchisees and to regulate the development and operation of their Bad Daddy’s Burger Bar restaurants.  The Operating Agreement sets forth provisions for the management of the business and affairs of BDFD by its Board of Managers.  Subject to the terms of the Management Services Agreement as described below, and except as to certain very material actions which require the unanimous approval of all Class A Members, the Operating Agreement provides that the Board of Managers shall have full, absolute and complete discretion to manage and control the business and affairs of BDFD and its subsidiaries, including, without limitation, the approval of all Bad Daddy’s Burger Bar franchisees and the territory to be developed by them.  The Operating Agreement provides that the Board of Managers will consist of five managers, including three managers designated by BDI (the “BDI Managers”) and two managers designated by the Company (the “Good Times Managers”).  In the event the Company subsequently owns more than 50% of the Class A Units then outstanding, the Board of Managers will thereafter consist of three Good Times Managers and two BDI Managers.
 
The Operating Agreement also provides that as long as the Management Services Agreement is in effect, the Company will manage the day-to-day operations of BDFD in accordance with business plans approved by the Board of Managers.
 
The Operating Agreement provides that any proposed franchise sale in the States of Colorado, Kansas and Arizona must be approved by a majority of the Board of Managers, including the Good Times Managers.  In the event that the Good Times Managers disapprove of a sale which is approved by the BDI Managers and which sale otherwise satisfies certain quantitative and qualitative requirements set forth in the Operating Agreement, the Company will cause BDC, the Company’s wholly-owned subsidiary, to develop such proposed territory and pay corresponding license fees to BDFD pursuant to a separate license agreement between BDC and BDFD with the same terms as the License Agreement described below.  Pursuant to the Operating Agreement, the Company, through BDC, also has a right to develop Bad Daddy’s Burger Bar restaurants in Arizona and Kansas assuming that BDC’s restaurants are meeting operating standards, pursuant to a development schedule comparable to the Company’s development schedule for Colorado which is agreed upon with BDFD, and subject to any development rights in such states previously granted to another party.
 
 
The Operating Agreement also provides that any franchise sale in the States of North Carolina, Virginia or the greater Charleston, South Carolina area must be approved by a majority of the Board of Managers, including the BDI Managers.  In the event that the BDI Managers disapprove a sale which is approved by the Good Times Managers and otherwise satisfies certain quantitative and qualitative requirements, BDI will cause one of its affiliate entities to develop such proposed territory.
 
The Operating Agreement further provides that the Board of Managers may appoint officers of BDFD and delegate to such officers the powers, authority and responsibility as the Board of Managers deems advisable from time to time.  The initial officers appointed by the Operating Agreement and their titles are as follows:  Dennis Thompson, Co-Chairman; Frank Scibelli, Co-Chairman; Boyd Hoback, Chief Executive Officer; and Scott Somes, Chief Operating Officer.
 
The Operating Agreement provides that BDFD may issue Class B Units which are intended to be issued as “profits interests” in BDFD.  The Board of Managers has authority to issue up to such number of Class B Units as is equal to an aggregate of 15% of the outstanding units of BDFD owned by all members.  In addition to the provisions of the Operating Agreement, all Class B Units are subject to the terms and conditions of a grant agreement governing the terms of such Units. Initial grants of 5% each have been made to Messrs. Hoback and Somes.
 
The Operating Agreement sets forth restrictions on the Class A Members’ ability to transfer or otherwise dispose of their Class A Units in BDFD, including granting a right of first offer to the other Class A Members in the event a Class A Member desires to transfer (i) its units in BDFD, and/or in the case of BDI, a controlling interest in BDI or substantially all of BDI’s assets at any time after the third anniversary of the effective date of the Operating Agreement, or (ii) its interest in any Bad Daddy’s Burger Bar restaurant.  The Operating Agreement grants drag-along rights to BDFD to require all Class B Members to participate in a proposed sale of BDFD or all of its outstanding units, which sale has been approved by all Class A Members.  The Operating Agreement also contains drag-along rights allowing BDI to require the Company to participate in a proposed sale of BDFD or all of its outstanding units if approved by BDI and its designated managers at any time after the fifth anniversary of the effective date of the Operating Agreement, subject to certain conditions.  In the event that BDI elects to sell all or substantially all of its Class A Units and does not exercise its drag-along rights, the Company may nonetheless elect to participate in the sale on a pro rata basis provided that certain conditions are met.
 
The Operating Agreement is governed by North Carolina law.
 
Management Services Agreement
 
On April 9, 2013, the Company also entered into a Management Services Agreement with BDFD, pursuant to which BDFD has engaged the Company as an independent contractor to provide services related to BDFD’s business, including general management services, accounting/IT/administrative services, and such other services as may be set forth on additional statements of work agreed upon from time to time by the Company and BDFD.  The Company will be reimbursed for its costs allocated to the management services and will receive a general management fee to be agreed upon from time to time.
 
The term of the Management Services Agreement is for three years, unless earlier terminated in accordance with the agreement.  Among other things, BDFD may terminate the Management Services Agreement prior to the end of its three-year term based on the failure of BDFD to achieve certain franchise sales goals.  Among other things, the Company may terminate the Management Services Agreement based on the sale of BDI’s interest in BDFD.  Upon any early termination of the Management Services Agreement, so long as BDFD continues to comply with its payment obligations, the Company will be obligated to make available, at BDFD’s request, all or a portion of its services for a transitional period not to exceed 180 days.
 
The Management Services Agreement contains confidentiality provisions applicable to the Company and indemnification provisions applicable to both parties.  The Management Services Agreement is governed by Colorado law.
 
 
License Agreement
 
As described above, as part of the Bad Daddy’s Transaction, the Company also acquired pursuant to a License Agreement with BDFD the exclusive development rights for Bad Daddy’s Burger Bar restaurants in Colorado (subject to certain conditions described below).  The Company has formed BDC as its wholly-owned subsidiary to develop its Bad Daddy’s Burger Bar restaurants in Colorado.  The License Agreement is for an initial term of 10 years, which is thereafter renewable by BDC for two additional 10-year terms upon written notice to BDFD.
 
The License Agreement requires that BDC develop at least two restaurants per year in Colorado over a five-year period, after which BDC may elect to develop additional Bad Daddy’s Burger Bar restaurants in Colorado in numbers determined by it.  In the event that the Company fails to comply with such development schedule, then (i) the Company’s right to develop any additional Bad Daddy’s Burger Bar restaurants in Colorado under the License Agreement will thereafter terminate automatically and (ii) BDFD may establish, operate or grant to other third parties the right to establish or operate Bad Daddy’s Burger Bar restaurants in Colorado (but not in any area that is specified as a “Licensed Territory” with respect to an existing BDC restaurant as defined under the License Agreement).  Pursuant to the Operating Agreement described above, BDC also has a right to develop Bad Daddy’s Burger Bar restaurants in Arizona and Kansas (to the extent that such territory is not then subject to development rights by or part of the protected territory right of any third party) subject to approval of BDFD’s Board of Managers, conditioned on certain performance requirements, and pursuant to a minimum development schedule to be agreed upon with BDFD.
 
Under the License Agreement, there will be no initial license fee for the first two restaurants; thereafter, the license fee will be $20,000 per restaurant for the next three restaurants and $10,000 per restaurant for additional restaurants.  In addition, BDC will pay BDFD a fee of 3% of gross restaurant sales on a weekly basis and make contributions of up to 2% of gross sales to a national Bad Daddy’s Burger Bar advertising fund as and when one is created by BDFD.
 
The License Agreement may be terminated by BDFD in the event of any uncured default by BDC thereunder.  In the event of termination, the License Agreement provides that BDFD will have an option to purchase the Bad Daddy’s Burger Bar restaurants developed by BDC for a price mutually agreed by the parties or their independently appraised value.  If that option is not exercised, the restaurants must be modified to eliminate the use of the Bad Daddy’s Burger Bar identification and intellectual property.  The License Agreement further provides that BDFD will have a right of first refusal to (i) purchase the restaurants in the event of the proposed sale of Bad Daddy’s Burger Restaurants by BDC, or (ii) purchase such interests in BDC or any Bad Daddy’s Burger Bar restaurants for which the Company or any holder that owns at least 25% of the voting equity interests of the Company receives an offer from a prospective purchaser during the term of the License Agreement (except for the sale and leaseback of any License Site (as defined in the License Agreement)).
 
Term Sheet for Joint Venture Agreement
 
On April 9, 2013, the Company and BDC entered into a binding term sheet with Dennis L. Thompson and Joseph F. Scibelli (principals of BDI) for a joint venture agreement whereby Messrs. Thompson and Scibelli or BDI will own 20% of the first two Bad Daddy’s Burger Bar restaurants to be developed and operated by BDC in Colorado and will contribute 20% of the capital requirements for those stores.
 
New Employees
 
On April 16, 2013, we hired Scott Somes to be the Chief Operating Officer of BDFD.  Mr. Somes was the Chief Operating Officer of Lone Star Steakhouse and Saloon where he worked with one of the principals of BDI, Dennis Thompson, and was instrumental in growing the concept from inception to over 250 restaurants. He will oversee the operations and development of BDFD.  We also hired Mike Maloney to be Director of Operations for BDC to oversee the operations and development of our Bad Daddy’s Burger Bar restaurants in Colorado. Mr. Maloney served as the Senior Vice President of Operations for Paragon Steakhouse Restaurants, a full service steakhouse chain based in San Diego, California, and has served in executive and operational positions with Lone Star Steakhouse and Saloon and Jimmy John's Gourmet Subs.  Mr. Scibelli and Mr. Thompson will be Co-Chairmen of BDFD and the Company will provide development and overhead services under the Management Services Agreement as described above.
 
 
Concepts
 
Good Times Burgers & Frozen Custard
 
We operate Good Times Burgers & Frozen Custard restaurants with two different formats that have evolved over the course of our history: a smaller, 880 to 1,000 square foot building without indoor seating that is focused on drive-through service and limited walk up service; and a 2,400 square foot, 70 seat dining room format that has been the model for the last 13 restaurants developed in Colorado.  We have further refined the prototype design to reduce development costs and improve the return on investment model for future company-owned and franchised restaurant expansion with a 1,900 to 2,000 square foot, 40 seat dining room design that will carry forward all of the core design elements of our prior prototype design.
 
We operate at the upper end of the QSR category in terms of the quality of our ingredients and pricing strategy, without a $1 menu or deep discounting.   Consumer research has shown us that the customer feels a strong connection to us and feels better about choosing Good Times Burgers & Frozen Custard over the larger hamburger QSR brands due to the quality of our ingredients and brand personality.  As a result we have developed a communications umbrella called “Happiness Made to Order” with three primary brand pillars of Innovation, Quality and Connectedness.  All of our product initiatives are designed to support a brand position that adds differentiation to our concept within the landscape of QSR competitors, particularly in the hamburger segment.  Within Innovation we strive to create products and flavor profiles available only at Good Times Burgers & Frozen Custard that challenge QSR norms.  Within Quality, our products are supported by Fresh, All Natural, Handcrafted attributes using high quality, regional ingredients.  Within Connectedness, we strive to create connections with our customers based on the Colorado lifestyle, local brand partners and community support and involvement.  With the introduction of All Natural, Hand Breaded Chicken Tenders in fiscal 2013 Good Times Burgers & Frozen Custard will be the only QSR chain in the region serving All Natural beef and chicken with no hormones, no steroids, no antibiotics and humanely raised animals with no animal byproducts in the feed.
 
We continued to make significant product introductions and modifications in fiscal 2012 with a combination of limited time offer and permanent product introductions including a 5280 Lifestyle menu providing lower calorie offerings, Sweet Potato Fries, Summer and Holiday Shakes, Hatch Valley, New Mexico Green Chile Burritos, Fresh Grilled, Honey Cured Bacon Burgers and Loaded Fries.  During 2013, we plan to focus on our new chicken platform, the new breakfast menu, and continued improvements in our core menu offerings, including packaging changes.
 
While our primary value proposition for the consumer is derived from the quality of ingredients and taste of our products, the current competitive and consumer spending environment continues to redefine value expectations within the QSR segment and a larger number of transactions are being driven by the availability of menu items at lower price points.  Our lower priced options are consistent with our brand strategy to offer fresh, real, handcrafted food with unique flavor profiles in our core menu categories of burgers, chicken, fries, frozen custard and fountain products, and we continue to evolve our overall menu price ranges available for our customers, including a lower tier option, a mid-tier everyday option and a premium tier for specialty products.
 
We will continue to focus on elevating the attributes of our menu items that we believe give us a unique position in hamburger quick service restaurants – Fresh All Natural Angus beef and All Natural Chicken that is free from hormones, antibiotics and animal byproducts in the feed; Fresh Frozen Custard made fresh every few hours in every restaurant; Fresh Grilled Honey Cured Bacon; Fresh Squeezed Lemonade; Fresh Cut Fries; 100% Breast of Chicken; Freshly Sliced Produce and toppings such as real guacamole and sautéed mushrooms.  We continue to work on the preparation system and packaging design for our burgers with the goal of achieving a more hot-off-the-grill, cooked to order flavor that is more common in fast casual and casual theme concepts than in quick service restaurants.
 
 
Bad Daddy’s Burger Bar
 
Bad Daddy’s Burger Bar operates in the emerging “small box,” grill and bar segment, which has a higher average check and we believe is a step above fast casual concepts such as Five Guys and Smashburger and casual theme concepts such as Chili’s and Red Robin in terms of food quality and price points, but below “polished casual” or sports themed big box concepts, such as BJ’s, Cheesecake Factory and Buffalo Wild Wings. The average size of a Bad Daddy’s Burger Bar prototype restaurant is approximately 3,200 square feet which is smaller than other grill and bar segment competitors.  The menu consists of chef driven recipes within a relatively simple menu of signature burgers, salads, sandwiches and appetizers in a high energy, pop culture oriented atmosphere.  The bar is dominated by craft beers and, while prominent enough to impact the overall feel of the design, we do not believe it is so dominant as to be a turn off for families.  We believe the food quality is far superior to casual theme concepts, rivaling upscale casual concepts, with menu item names that evoke an irreverent personality.  Bad Daddy’s Burger Bar has been recognized for “best burger” and has received many other accolades by the Charlotte, North Carolina press and community as well as by USA Today as being one of the top 25 best burgers in the country.

Small box dining is the smallest, yet fastest growing portion of fast and full-service casual dining, reflecting years of evolution and innovation.  We believe that Bad Daddy’s Burger Bar combines a reasonable average check, high personality and convenient experience, innovative recipes and above average quality yielding a strong value proposition.  Fast casual has exhibited the majority of the growth in the restaurant industry over the last decade and represents the largest segment within small box dining at nearly $23 billion in sales led by concepts such as Panera Bread, Chipotle, Noodles, Pei Wei, Five Guys and Corner Bakery.
 
We believe that Bad Daddy’s Burger Bar is differentiated from other casual grill and bar concepts, with a focused, yet sufficiently diverse menu featuring a selection of unique, chef-developed, “gourmet” menu items in an atmosphere with a purposefully unsophisticated feel.  With a per person average check that is higher than casual theme concepts such as Chili’s and Red Robin, Bad Daddy’s Burger Bar is similar to Burger Lounge, The Counter and Bobby’s Burger Palace, but below Zinburger, Five Napkin Burger and other higher check concepts, based on our knowledge of existing Bad Daddy’s Burger Bar restaurants sales mix.  Bad Daddy’s Burger Bar offers a full bar, but most of its alcohol sales are derived from craft microbrew beers.  Sales are divided equally between lunch and dinner with hours of operation from 11 am to 11 pm with restaurants open slightly later on weekends depending on the surrounding trade area.
 
Based on management’s review of the average sales of the three operating restaurants that have been open for more than one year, we anticipate that Bad Daddy’s restaurants will generate much higher sales per square foot than the average for quick service restaurants and higher than the publicly reported sales per square foot of concepts such as Panera Bread, Five Guys Burgers & Fries and BJ’s Restaurants.  We estimate that it will require a cash investment of $700,000 to $900,000 to open each restaurant in the State of Colorado and anticipate a return on investment model that is very competitive in the industry, based on our knowledge of existing Bad Daddy’s Burger Bar restaurants, the BDFD Franchise Disclosure Document and other publicly available information of similarly sized restaurant concepts.  The existing Bad Daddy’s Burger Bar average sales per restaurant are much higher than the Good Times Burgers & Frozen Custard average sales per restaurant as is their average check.  We believe there are additional purchasing and operating efficiencies that we can jointly develop between Good Times Burgers & Frozen Custard and Bad Daddy’s Burger Bar that will provide a competitive cash on cash return on investment at sales volumes lower than the current average sales of existing Bad Daddy’s Burger Bar restaurants.
 
BDFD has prepared a Franchise Disclosure Document, operating systems and processes and registered trademarks and is ready for expansion through the sale of franchises.
 
Business Strategy
 
We are focused on continuing to improve the profitability of GTDT and developing additional Good Times Burgers & Frozen Custard restaurants in our home state of Colorado while aggressively developing the Bad Daddy’s Burger Bar concept with company-owned restaurants in Colorado, Arizona and Kansas and with franchised restaurants across the U.S. allowing us to leverage these strengths and opportunities:
 
 
 
·
Good Times is a 26 year old company with a vibrant, high quality brand position in Colorado.

 
·
We have no bank debt, a healthy balance sheet with positive cash flow from operations and 11 consecutive quarters of consistent same store sales growth.

 
·
We have an existing infrastructure with sophisticated systems and processes in place that can be significantly leveraged with a new growth concept.

 
·
We have the exclusive right to develop Bad Daddy’s Burger Bar restaurants in Colorado, as well as optional development rights in Arizona and Kansas.

 
·
We have a 48% ownership interest in BDFD, the franchisor of the Bad Daddy’s Burger Bar concept, which we will manage under a Management Services Agreement, franchising primarily to experienced, multi-unit operators of other restaurant concepts.

 
·
We are partnering with successful serial restaurateurs in Bad Daddy’s Burger Bar, which we believe is an exciting new, emerging growth concept.

Our strategies for growing the Company include the following:
 
1.
Consistently Grow Comparable Restaurant Sales. We will continue to focus on comparable restaurant sales driven by increases in customer counts and increases in the average customer check.  Same store sales increased 3.1% in fiscal 2012 compared to fiscal 2011 and 6% in the six month period ended March 31, 2013 compared to the same prior year period.  We hope to increase customer counts throughout fiscal 2013 through a multi-faceted approach to continually improve the Good Times Burgers & Frozen Custard brand experience for our customers by:
 
 
·
The new breakfast menu introduced in November 2012 that is currently generating sales of over 7% of total sales, consisting of Hatch Valley Green Chile Burritos, coffee and orange juice.
 
 
·
The new line of all natural, hand breaded chicken tenderloin products that was introduced in March 2013, making Good Times Burgers & Frozen Custard the only QSR chain in Colorado offering all natural beef and chicken raised without hormones or antibiotics and vegetarian fed animals.
 
 
·
Continuing to communicate our core value proposition that is centered on the availability of fresh, high quality, handcrafted products at several different price points across our menu.
 
 
·
Shifting our marketing communications from predominantly store level communications to include the reintroduction of television advertising and implementation of new social media initiatives that leverage our existing customer base.
 
 
·
Introducing both permanent and limited time products that are only available at Good Times Burgers & Frozen Custard.
 
 
·
Accelerating our reinvestment in our existing facilities with reimaging and remodeling.
 
 
·
Developing new Good Times Burgers & Frozen Custard restaurants within the Denver marketing area to leverage existing operational and marketing efficiencies.
 
2.
Reduce the Cost of Sales at our Good Times Burgers & Frozen Custard Restaurants. In fiscal 2012 our food and packaging costs decreased by 1.7% of restaurant sales from fiscal 2011 and in the six month period ended March 31, 2013 they were .3% lower than the same prior year period.  The decrease was primarily due to menu reengineering within our current menu categories.  Our weighted average commodity costs remained flat in fiscal 2012 compared to the prior year.  We implemented a cumulative total menu price increase of 5.3% during fiscal 2011 and 1.6% in fiscal 2012. We expect to make modest price increases in fiscal 2013 but anticipate larger menu reengineering within our current menu categories, the growth of the new breakfast menu category sales and we have recently entered into a new distribution agreement with Food Service of America on more advantageous terms generally only available to much larger restaurant companies.  We believe that the effect of these more advantageous terms will slightly reduce our overall cost of sales as a percentage of total sales in fiscal 2013.
 
 
3.
Improve our Income from Operations by Managing the Profitability of Incremental Sales Growth.   In addition to reducing our cost of sales, the highest near term return on our capital investment and opportunity for profit improvement is from increasing sales in our existing Good Times Burgers & Frozen Custard restaurants.  Historically, depending on the sales volume of each restaurant, we have experienced a 35% to 50% profit contribution on incremental sales.  By managing the profitability of compounding sales increases, we believe we can improve our income from operations as a percentage of total revenues.

4.
Leverage our Scale and Existing Infrastructure.   We have sophisticated systems and processes in place that can support a larger organization than we currently operate in accounting, information technology, real estate and development, marketing, purchasing, human resources and training, legal and the costs associated with maintaining a publicly listed company.  Our agreements with BDI and BDFD afford us the opportunity to increase both our company-owned restaurant base and develop a large network of franchised restaurants while realizing overhead efficiencies off of our existing infrastructure.  We anticipate adding additional key management personnel in functional areas such as real estate, construction and finance to support accelerated growth.

5.
Aggressively Expand Bad Daddy’s Burger Bar. We intend to develop several company-owned Bad Daddy’s Burger Bar restaurants during fiscal 2013 and 2014 while laying the foundation for accelerated franchise growth through BDFD.  Our ultimate objective is to be in a position to roll-up the operations of BDI, BDC and BDFD through the purchase of BDI’s interests that we anticipate would be financed through additional sales of our common stock, creating a larger base of ownership of company-owned and franchised restaurants.  However, there can be no assurance that we can effect such a transaction or that the development of BDC or BDFD will be successful.  While we have certain first rights to purchase BDI’s restaurants and BDI’s interest in BDFD, we have no absolute rights to do so without BDI’s decision to sell its BDFD interest.

Expansion strategy and site selection
 
Good Times Burgers & Frozen Custard
 
We believe that our highest return opportunity in our Good Times Burgers & Frozen Custard unit is to focus our growth in Colorado for operating and marketing efficiencies off of our existing base of restaurants while building new restaurants within the Denver marketing area.
 
Any development of new Good Times Burgers & Frozen Custard restaurants will involve our new prototype restaurant design on sites that are on or adjacent to big box or grocery store anchored shopping centers in high activity and employment areas.  Our site selection for new restaurants is oriented toward slightly higher income demographic areas than many of our urban locations and most of our targeted trade areas are in relatively high growth areas of the Denver and northern Colorado markets.
 
We lease most of our sites.  When we do purchase and develop a site, we intend to sell the developed site into the sale-leaseback market under a long term lease.  Our primary site objective is to secure a suitable site, with the decision to buy or lease as a secondary objective.  Our site criteria includes a mix of substantial daily traffic, density of at least 30,000 people within a three mile radius, strong daytime population and employment base, retail and entertainment traffic generators, good visibility and easy access.
 
Bad Daddy’s Burger Bar
 
Our development of the Bad Daddy’s Burger Bar concept in company-owned restaurants will focus on urban and suburban upper income demographic areas with median household incomes over $60,000, initially along the front range of Colorado, with a high concentration of daytime employment, upscale retail, movie theaters and hospitals.  BDFD will focus on the sale of multi-unit development agreements to experienced, well-capitalized multi-unit restaurant operators that have other non-competing concepts.  We believe the Bad Daddy’s Burger Bar concept has national expansion potential in vibrant, growing, upper scale demographic markets.
 
 
           Bad Daddy’s Burger Bar locations are in-line and end-cap locations in new and existing shopping center developments using approximately 3,200 square feet.  While our Good Times Burgers & Frozen Custard restaurants are free standing and require extensive site development and entitlement processes, Bad Daddy’s Burger Bar restaurants can be developed much more quickly due to the requirement for only a building permit, signage approvals and liquor license without the need for extensive on- and off-site development or PUD submittals and modifications.  We estimate that it will take approximately 75 to 90 days to develop a Bad Daddy’s Burger Bar from the time a building permit is issued.
 
Restaurant locations
 
We currently operate or franchise a total of 39 Good Times Burgers & Frozen Custard restaurants, of which 36 are in Colorado, with 35 in the greater Denver metropolitan area and one in Silverthorne.  Three of our restaurants outside of Colorado (one in North Dakota and two in Wyoming) are “dual-branded” with Taco John’s International.
 
 
Total
Denver, CO
Greater
Metro
Colorado,
Other
Wyoming
North
Dakota
Company-owned & Co-developed
26
25
1
   
Franchised
10
10
     
Dual-brand franchised
3
   
2
1
 
39
35
1
2
1

March:
2012
2013
Company-owned restaurants
17
18
Co-developed
7
7
Franchise operated restaurants
19
14
Total restaurants:
43
39
 
Menu
 
Good Times Burgers & Frozen Custard
 
The menu of a Good Times Burgers & Frozen Custard restaurant is limited to hamburgers, cheeseburgers, chicken sandwiches, french fries, onion rings, fresh squeezed and frozen lemonades, soft drinks and frozen custard products. Each menu item is made to order at the time the customer places the order and is not pre-prepared.
 
 In November 2012 we introduced a breakfast menu consisting of Hatch Valley Green Chile Breakfast Burritos, orange juice and coffee.  The hamburger patty is made with Meyer All Natural, All Angus beef, served on a 4” bun.  Hamburgers and cheeseburgers are garnished with fresh iceberg lettuce, fresh sliced sweet red onions, mayonnaise, guacamole, fresh grilled honey cured bacon, and proprietary sauces.  The chicken products include a spiced, battered whole muscle breast patty and a grilled seasoned breast patty, both served with mayonnaise, lettuce and tomatoes, and “Chicken Dunkers,” whole breast meat breaded tenders.  Signature chicken products include the “Burnin’ Buffalo,” “Guacamole Bacon Chicken,” and 100% whole muscle breast meat “Dunkers.”  Equipment has been automated and equipped with compensating computers to deliver a consistent product and minimize variability in operating systems.
 
All natural Angus beef is raised without the use of any hormones, antibiotics or animal byproducts that are normally used in the open beef market. We believe that all natural beef delivers a better tasting product and, because of the rigorous protocols and testing that are a part of the Meyer All Natural Beef processes, may also minimize the risk of any food-borne bacteria-related illnesses.
 
Fresh frozen custard is a premium ice cream (requiring in excess of 10% butterfat content and 0.4% egg yolks) with a proprietary vanilla blend that is prepared from highly specialized equipment that minimizes the amount of air that is added to the mix and that creates smaller ice crystals than other frozen dairy desserts.  The custard is scooped similarly to hard-packed ice cream but is served at a slightly warmer temperature.  The resulting product is smoother, creamier and thicker than typical soft serve or hard-packed ice cream products.  We serve the frozen custard as vanilla and a flavor of the day in cups and cones, specialty sundaes and “Spoonbenders,” a mix of custard and toppings, and we anticipate it will continue to be a significant percentage of sales as we continue to develop and promote custard products.
 
 
The breakfast menu is centered around Hatch Valley Green Chile Burritos made with our own proprietary green chile recipe using Hatch Valley, New Mexico roasted green chiles, eggs, potatoes, and cheese offered with the choice of bacon, sausage or chorizo.  We also offer a premium coffee made by Daz Bog, a Colorado based coffee roaster, and pure 100% orange juice.
 
Bad Daddy’s Burger Bar
 
The menu of Bad Daddy’s Burger Bar consists of high quality, handcrafted burgers made from a proprietary blend of chuck and brisket with artisanal cheeses, tuna, turkey and chicken sandwiches, chopped salads, appetizers, hand cut fries, housemade potato chips, hand spun milk shakes, desserts, craft microbrews and a full bar.  Customers have their choice of 7 different patty options, over 24 fresh toppings, 10 cheeses and other exotic flavors.
 
Burger toppings include items such as homemade mozzarella, hand breaded applewood smoked bacon, pesto and recipes such as the “Banh Mi Burger,” “Bad Ass Burger,” “Mama Ricotta’s Burger” and “Emilio’s Chicken Sandwich.”  Chopped Salads include the “Texican Chicken Salad,” the “Tree Hugger Salad” and create your own options.
 
Bad Daddy’s Burger Bar strives to provide proprietary flavors and recipes available nowhere else with fresh, handcrafted quality throughout the menu.  Breakfast is served on the weekends only.
 
Marketing & Advertising
 
Good Times Burgers & Frozen Custard
 
Our marketing strategy for Good Times Burgers & Frozen Custard focuses on: 1) driving comparable restaurant sales through attracting new customers and increasing the frequency of visits by current customers; 2) communicating specific product news and attributes to build strong points of difference from competitors; and 3) communicating a unique, strong and consistent brand personality.
 
Media is an important component of building our brand awareness and distinctiveness.  We spent most of our broadcast advertising dollars on radio media during fiscal 2012.  The Colorado market is an expensive media market, so most of our advertising placement is not in prime time but in early and late fringe, prime access and late news time slots.  As we continue to develop more and more distinctiveness to our brand and increase penetration of the Colorado market, we anticipate we will continue to use media advertising to increase overall awareness.  However, during fiscal 2012, we reduced our overall advertising expenditures and focused more of our marketing funds on store level and trade area level communication and activities, supplemented by social media.  During fiscal 2013 we will reintroduce television media, most of which will be on cable channels, a social media presence that affords us a higher level of engagement with current customers and an increased level of product giveaways to support high sales opportunity products.
 
We plan to continue to be active in digital media in order to create more customer engagement with our brand.  We anticipate leveraging our customer email database and website to create cost effective channels to target existing customers and increase their frequency.
 
 
Bad Daddy’s Burger Bar
 
Our marketing strategy for Bad Daddy’s Burger Bar focuses on iconic, in-store merchandising materials and local store marketing to the surrounding trade area around each restaurant, including public relations and community based events.  The focus is not on marketwide promotions or marketing but on the in-store customer experience, building word of mouth reputation and recommendations and local public relations based on the prior awards and recognitions received by Bad Daddy’s in its current market of Charlotte, North Carolina.
 
Operations
 
BDI has extensive operating, training and quality control systems in place and we plan to take a “best practices” approach with management of BDFD to adapt our systems and processes where practicable for the Bad Daddy’s Burger Bar concept, except where noted below.
 
Restaurant Management
 
We have developed a limited number of Operating Partners in a few of our restaurants as we are able to recruit qualified candidates.  We believe that this is a distinct competitive advantage that provides a higher level of service, quality control and stability over time.  The objective of the Operating Partner Program is to have each partner develop a relationship with the employees, the customers and the community at their restaurant and develop an ownership mentality with commensurate rewards as sales increase over a longer period of time.  The program allows an Operating Partner to earn 25% of a restaurant’s improvement in cash flow over an established baseline.  Each Good Times Burgers & Frozen Custard restaurant employs an operating partner or a general manager, one to two assistant managers and approximately 15 to 25 employees, most of whom work part-time during three shifts.  An eight to ten week training program is utilized to train restaurant managers on all phases of the operation.  Ongoing training is provided as necessary.  We believe that incentive compensation of our restaurant managers is essential to the success of our business.  Accordingly, in addition to a salary, managerial employees may be paid a bonus based upon proficiency in meeting financial, customer service and quality performance objectives tied to a monthly scorecard of measures.  Most of our managers participate in a more traditional bonus plan based on their performance against their monthly financial, operating, customer and people development scorecard metrics.
 
Bad Daddy’s Burger Bar was developed as a chef driven concept and uses a Head Chef, Sous Chef, General Manager and Assistant Managers in its operations.  As a full service concept, the experience, qualifications and compensation differs from Good Times Burgers & Frozen Custard and we plan to recruit and train a separate operating team for the Company’s Bad Daddy’s Burger Bar operations. In April 2013, we hired Scott Somes and Mike Maloney to lead the operations of BDFD and BDC, both of whom have extensive experience in managing and developing full service restaurants.
 
Operational Systems and Processes
 
We believe that we have high level operating systems and processes relative to those in the industry.  Detailed processes have been developed for hourly, daily, weekly and monthly responsibilities that drive consistency across our system of restaurants and performance against our standards within different day parts.  We utilize a labor program to determine optimal staffing needs of each restaurant based on its actual customer flow and demand.  We also employ several additional operational tools to continuously monitor and improve speed of service, food waste, food quality, sanitation, financial management and employee development.  We are testing a new point of sale computer system that will improve our ability to analyze transaction, sales mix and employee data that we believe can decrease our food waste and improve the effectiveness of store level marketing initiatives and anticipate that we will roll out the new system in fiscal 2013.  The order system at each Good Times Burgers & Frozen Custard restaurant is equipped with an internal timing device that displays and records the time each order takes to prepare and deliver.  Historically, the total transaction time for the delivery of food at the window is approximately 45 to 75 seconds during peak times.
 
 
We use several sources of customer feedback to evaluate each restaurant’s service and quality performance, including an extensive secret shopper program, customer comment phone line, telephone surveys and website comments.  Additionally, management uses both its own primary consumer research for product development and to determine customer usage and attitude patterns as well as third party market research that evaluates our Good Times Burgers & Frozen Custard restaurants’ performance ratings on several different operating attributes against key competitors.
 
Training
 
We strive to maintain quality and consistency in each of our restaurants through the careful training and supervision of all our employees at all levels and the establishment of, and adherence to, high standards relating to personnel performance, food and beverage preparation and maintenance of our restaurants.  Each manager must complete an eight to ten week training program, be certified on several core processes and is then closely supervised to show both comprehension and capability before they are allowed to manage autonomously.  All of our training and development is based upon a “train, test, certify, re-train” cycle around standards and operating processes at all levels.  We conduct a semi-annual performance review with each manager to discuss prior performance and future performance goals.  We have a defined weekly and monthly goal setting process around future performance goals.  We have a defined weekly and monthly goal setting process around service, employee development, financial management and store maintenance goals for every restaurant.  Additionally we have a library of video training tools to drive training efficiencies and consistency.
 
Recruiting and Retention
 
We seek to hire experienced restaurant managers and Operating Partners.  We support employees by offering competitive wages and benefits, including a 401(k) plan, medical insurance, and incentive plans at every level that are tied to performance against key goals and objectives.  We motivate and prepare our employees by providing them with opportunities for increased responsibilities and advancement.  We also provide various other incentives, including vacations, car allowances, monthly performance bonuses and monetary rewards for managers who develop future managers for our restaurants.  We have implemented an online screening and hiring tool that has proven to reduce hourly employee turnover by more than 50%.
 
Franchising
 
For Good Times Burgers & Frozen Custard, we have prepared form area rights and franchise agreements, a Franchise Disclosure Document (“FDD”) and advertising material to be utilized in soliciting prospective franchisees.  We have historically sought to attract franchisees that are experienced restaurant operators, well capitalized and have demonstrated the ability to develop one to five restaurants.  We review sites selected for franchises and monitor performance of franchise units.  We are not currently soliciting new franchisees and anticipate building additional company-owned Good Times Burgers & Frozen Custard restaurants.
 
We estimate that it will cost a Good Times Burgers & Frozen Custard franchisee on average approximately $750,000 to $1,100,000 to open a restaurant with dining room seating, including pre-opening costs and working capital, assuming the land is leased.  A franchisee typically will pay a royalty of 4% of net sales, an advertising materials fee of at least 1.5% of net sales, plus participation in regional advertising up to an additional 4% of net sales, or a higher amount approved by the advertising cooperative, and initial development and franchise fees totaling $25,000 per restaurant.  Among the services and materials which we provide to franchisees are site selection assistance, plans and specifications for construction of the Good Times Burgers & Frozen Custard restaurants, an operating manual which includes product specifications and quality control procedures, training, on-site opening supervision and advice from time to time relating to operation of the franchised restaurants.
 
After a Good Times Burgers & Frozen Custard franchise agreement is signed, we actively work with and monitor our franchisees to ensure successful franchise operations as well as compliance with our systems and procedures.  During the development phase, we assist in the selection of sites and the development of prototype and building plans, including all required changes by local municipalities and developers.  We provide an opening team of trainers to assist in the opening of the restaurant and training of the employees.  We advise the franchisee on menu, management training, marketing, and employee development.  On an ongoing basis we conduct standards reviews of all franchise restaurants in key areas including product quality, service standards, restaurant cleanliness and sanitation, food safety and people development.
 
 
We have entered into 12 Good Times & Frozen Custard franchise agreements in the greater Denver metropolitan area.  In addition, 7 joint-venture restaurants are operating in the Denver metropolitan area media market.  Dual-branded franchised restaurants operate in Gillette and Sheridan, Wyoming, and Bismarck, North Dakota.
 
For Bad Daddy’s Burger Bar, our focus on franchising will be through our ownership in, and management of, BDFD.  BDFD has a current FDD, form area rights and franchise agreements and one existing franchisee signed.  We intend to expand the marketing of Bad Daddy’s Burger Bar franchises throughout the U.S.  We anticipate that a franchisee will typically pay a royalty of 5% of net sales and participation in an Advertising Fund and local advertising of up to 4% of sales.   Initial development and franchise fees are projected to be $35,000 per restaurant.  We estimate that it will cost a Bad Daddy’s Burger Bar franchisee $590,000 to $1,382,000 to open a 3,000 to 3,800 square foot restaurant in an in-line or end-cap retail center, based on the BDFD Franchise Disclosure Document and our knowledge of the development costs of the existing Bad Daddy’s Burger Bar restaurants.  BDFD will provide similar support services to its franchisees and licensees that we provide to Good Times Burgers & Frozen Custard franchises.  BDFD has entered into five license agreements for restaurants in North Carolina operated by BDI and one franchise agreement.
 
Management Information Systems
 
Financial and management control is maintained through the use of automated data processing and centralized accounting and management information systems that we provide.  Sales, labor and cash data is collected daily via a restaurant back office system which gathers data from the restaurant point-of-sale system.  Management receives daily, weekly and monthly reports identifying food, labor and operating expenses and other significant indicators of restaurant performance.  The major management information systems are divided by function:
 
 
·
Restaurant point of sale;
 
·
Restaurant back-of-house;
 
·
Financial;
 
·
Payroll/human resources; and
 
·
Internal operational reports.

We believe that these reporting systems are sophisticated and enhance our ability to control and manage operations.  We are currently testing new point of sale equipment for our restaurants.   We anticipate implementing similar management information systems in our operation of Bad Daddy’s Burger Bar restaurants.
 
Food Preparation, Quality Control & Purchasing
 
We believe that we have excellent food quality standards relative to the QSR industry.  Our systems are designed to protect our food supply throughout the preparation process.  We inspect specific qualified manufacturers and work together with those manufacturers to provide specifications and quality controls.  Our operations management teams are trained in a comprehensive safety and sanitation course provided by the National Restaurant Association.  Minimum cook temperature requirements and line checks throughout the day ensure the safety and quality of both burgers and other items we use in our restaurants.
 
We currently purchase 100% of the food and paper supplies for our Good Times Burgers & Frozen Custard restaurants from Food Services of America (formerly Yancey’s Food Service).  In addition, we maintain multiple approved suppliers for all key components of our menu to mitigate risk and ensure supply.  Suppliers are chosen based upon their ability to provide (i) a continuous supply of product that meets all safety and quality specifications, (ii) logistics expertise and freight management, (iii) product innovation and differentiation, (iv) customer service, (v) transparency of business relationships and (vi) competitive pricing.  Specified products are distributed to all restaurants through Food Services of America under a negotiated contract directly to our restaurants two to four times per week depending on restaurant requirements.  We do not believe that the current reliance on this sole distributor will have any long-term material adverse effect since we believe that there are a sufficient number of other suppliers from which food and paper supplies could be purchased with little or no interruption in service.  We do not anticipate any difficulty in continuing to obtain an adequate quantity of food and paper supplies of acceptable quality and at acceptable prices.
 
 
Employees
 
At May 15, 2013, we had approximately 474 employees of which 404 are hourly employees and 70 are salaried employees working full time.  We consider our employee relations to be good.  None of our employees are covered by a collective bargaining agreement.
 
Competition
 
The restaurant industry, including the fast food segment, is highly competitive.  Good Times Burgers & Frozen Custard competes with a large number of other hamburger-oriented fast food restaurants in the areas in which it operates.  Many of these restaurants are owned and operated by regional and national restaurant chains, many of which have greater financial resources and experience than we do.  Restaurant companies that currently compete with Good Times Burgers & Frozen Custard in the Denver market include McDonald’s, Burger King, Wendy’s, Carl’s Jr., Sonic and Jack in the Box.  Double drive-through restaurant chains such as Rally’s Hamburgers and Checker’s Drive-In Restaurants, which currently operate a total of over 800 double drive-through restaurants in various markets in the United States, are not currently operating in Colorado.  Culver’s and Freddy’s are the only significant competitors offering frozen custard as a primary menu item operating in the Denver and Colorado Springs markets and both have a significant presence in Midwestern markets that may be targeted for expansion.  Additional “fast casual” hamburger restaurants are being developed in the Colorado market, such as Smashburger and Five Guys; however, they do not have drive-through service and generate an average per person check that is approximately 50% higher than the average check at a Good Times Burgers & Frozen Custard restaurant.
 
We believe that Good Times Burgers & Frozen Custard may have a competitive advantage in terms of quality of product compared to traditional fast food hamburger chains.  Early development of our double drive-through concept in Colorado has given us an advantage over other double drive-through chains that may seek to expand into Colorado because of our brand awareness and present restaurant locations.  Nevertheless, we may be at a competitive disadvantage to other restaurant chains with greater name recognition and marketing capability.  Furthermore, most of our competitors in the fast-food business operate more restaurants, have been established longer, and have greater financial resources and name recognition than we do.  There is also active competition for management personnel, as well as for attractive commercial real estate sites suitable for restaurants.
 
Bad Daddy’s Burger Bar competes with both local and national grill and bar concepts and gourmet, “better burger” concepts.  As the concept is expanded, Bad Daddy’s Burger Bar will compete against concepts such as Red Robin, Chili’s, Burger Lounge, The Counter, and Bobby’s Burger Palace.  There are other burger-centric fast casual concepts such as Five Guys Burgers & Fries and Smashburger that operate at a lower average customer check than Bad Daddy’s Burger Bar and others such as Zinburger, Bare Burger and Five Napkin Burger that operate with a higher average customer check.  We believe that Bad Daddy’s Burger Bar has an advantage in the handcrafted quality of its food, distinctiveness of its atmosphere and uniqueness of its menu offerings.  Nevertheless, Bad Daddy’s Burger Bar may be at a competitive disadvantage to other restaurant chains with greater name recognition.
 
Intellectual Property
 
We have registered our mark “Good Times! Drive Thru Burgers”(SM) with the State of Colorado.  We have also registered our mark “Good Times Burgers & Frozen Custard” federally and with the State of Colorado.  We received approval of our federal registration of “Good Times” in 2003.  In addition we own trademarks or service marks that have been registered, or for which applications are pending, with the United States Patent and Trademark Office including but not limited to: “5280 Lifestyle Menu,” “Big Daddy Bacon Cheeseburger,” “Chicken Dunkers,” “Happiness Made To Order,” “Mighty Deluxe,” “Mile High Sliders,” “Pawbender,” “Spoonbender,” “Wild Fries,” and “Wild Dippin’ Sauce.” Our trademarks expire between 2013 and 2018.
 
 
BDI has registered the mark “Bad Daddy’s Burger Bar” with the United States Patent and Trademark Office.  BDI owns these marks and licenses them to BDFD.  The license agreement does not significantly limit BDFD’s right and ability to use or license the use of the marks.
 
The trademarks and the proprietary aspects of the Bad Daddy’s Burger Bar operating system, such as for example operating manuals, unique design elements and the unique equipment of the restaurants and the unique recipes, are owned by BDI.  BDI has licensed the trademarks and such intellectual property aspects to BDFD for its use in sublicensing and franchising the Bad Daddy’s Burger Bar restaurants. The license fee is $1,000 per year and the term of the license is the longer of 30 years or the term of any Bad Daddy’s Burger Bar franchise agreement. BDFD is obligated to use such intellectual property in accordance with reasonable directions from BDI and the license can be terminated following any breach of the foregoing by BDFD which is not cured within 60 days after written notice of such breach. Because of BDI’s 52% ownership of BDFD and its designation of a majority of the BDFD Managers, along with BDFD’s intention to use the intellectual property in an improved manner, the Company views the possibility of such termination to be remote.
 
Government Regulation
 
Each of our restaurants is subject to the regulations of various health, sanitation, safety and fire agencies in the jurisdiction in which the restaurant is located.  Difficulties or failures in obtaining the required licenses or approvals could delay or prevent the opening of a new restaurant.  Federal and state environmental regulations have not had a material effect on our operations. More stringent and varied requirements of local governmental bodies with respect to zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations.  We are subject to the Fair Labor Standards Act, which governs such matters as minimum wages, overtime, and other working conditions.  In addition, we are subject to the Americans With Disabilities Act, which requires restaurants and other facilities open to the public to provide for access and use of facilities by the handicapped.  Management believes that we are in compliance with the Americans With Disabilities Act.
 
We are also subject to federal and state laws regulating franchise operations, which vary from registration and disclosure requirements in the offer and sale of franchises to the application of statutory standards regulating franchise relationships.  Many state franchise laws impose restrictions on the franchise agreements, including limitations on non-competition provisions and the termination or non-renewal of a franchise.  Some states require that franchise materials be registered before franchises can be offered or sold in that state.
 
In addition, each Bad Daddy’s Burger Bar restaurant requires a liquor license and adherence to the attendant laws and requirements regulating the serving and consumption of alcohol.  Alcoholic beverage control regulations govern various aspects of these restaurants’ daily operations, including the minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing and inventory control, handling and storage.  Typically, licenses to sell alcoholic beverages will require annual renewal and may be suspended or revoked at any time for cause, the definition of which varies by locality.
 
 

We currently lease approximately 3,700 square feet of space for our executive offices in Golden, Colorado for approximately $69,000 per year under a lease agreement, as amended, which expires in December 2013. The space is leased from The Bailey Company, a significant stockholder in the Company, at its corporate headquarters.
 
As of May 30, 2013, GTDT has an ownership interest in 26 Good Times Burgers & Frozen Custard units, all of which are located in Colorado.  Seven of these restaurants are held in a joint venture limited partnership of which GTDT is the general partner.  GTDT has a 50% interest in six of the partnership restaurants and a 78% interest in one restaurant. There are 19 Good Times Burgers & Frozen Custard units that are wholly owned by GTDT.
 
Most of our existing Good Times Burgers & Frozen Custard restaurants are a combination of free-standing structures containing approximately 880 to 1,000 square feet for the double drive-through format and approximately 2,400 square feet for our prototype building with a 70 seat dining room.  In addition, we have several restaurants that are conversions from other concepts in various sizes ranging from 1,700 square feet to 3,500 square feet.  The buildings are situated on lots of approximately 18,000 to 50,000 square feet.  Certain restaurants serve as collateral for the underlying debt financing arrangements as discussed in the Notes to our Audited Consolidated Financial Statements included in this prospectus.  We intend to acquire new sites both through ground leases and purchase agreements supported by mortgage and leasehold financing arrangements and through sale-leaseback agreements.
 
All of our existing Good Times Burgers & Frozen Custard restaurants are regularly maintained by our repair and maintenance staff as well as by outside contractors, when necessary.  We believe that all of our properties are in good condition and that there will be a need for periodic capital expenditures to maintain the operational and aesthetic integrity of our properties for the foreseeable future, including recurring maintenance and periodic capital improvements.  All of our properties are covered up to replacement cost under our property and casualty insurance policies and in the opinion of management are adequately covered by insurance.
 

We are not involved in any material legal proceedings.  We are subject, from time to time, to various lawsuits in the normal course of business.  These lawsuits are not expected to have a material impact.



Directors and Officers

The following table sets forth certain information regarding our Board of Directors, our executive officers, and certain of our key employees, as of the date of this prospectus.

Name
Age
Position
Boyd E. Hoback
58
Director; President & Chief Executive Officer of Good Times Restaurants Inc.; Manager of Bad Daddy’s Franchise Development LLC
Geoffrey R. Bailey
61
Director
Neil Calvert
61
Director
David L. Dobbin
51
Chairman of the Board; Director
Gary J. Heller
45
Director
Eric W. Reinhard
54
Director
Alan A. Teran
67
Director; Manager of Bad Daddy’s Franchise Development LLC
Scott G. LeFever
54
Vice President of Operations, Good Times Restaurants Inc.
Susan M. Knutson
54
Controller, Good Times Restaurants Inc.
Scott M. Somes
55
Manager and Chief Operating Officer of Bad Daddy’s Franchise Development LLC
Michael F. Maloney
48
Director of Operations of BD of Colorado LLC

Directors

Boyd E. Hoback has served as our President and Chief Executive Officer and as a member of our Board of Directors since December 1992 and has been in the restaurant business since the age of 16.  Mr. Hoback has been a vital part of the development of the Company and has been involved in developing and managing all areas of the Company.  Mr. Hoback is an honors graduate of the University of Colorado in Finance.

Mr. Hoback was selected to serve on our Board of Directors in light of his in-depth understanding of our business and the restaurant industry and his position as our President and Chief Executive Officer.  Pursuant to terms of the Operating Agreement of BDFD, we have also designated Mr. Hoback as one of five managers of BDFD.

Geoffrey R. Bailey has served as a member of our Board of Directors since 1996.  He is also a director of The Erie County Investment Co., which owns 99% of The Bailey Company.  The principal business of The Bailey Company is owning and operating 51 Arby’s restaurants as a franchisee.  The Bailey Company was also previously a franchisee and joint venture partner of the Company.  Mr. Bailey joined The Erie County Investment Co. in 1979.  Mr. Bailey is a graduate of the University of Denver with a Bachelor’s degree in Business Administration.

Mr. Bailey was selected to serve on our Board of Directors in light of his substantial experience within the restaurant industry and his broad knowledge concerning corporate governance and management.  Mr. Bailey also serves as a member of our Compensation Committee.

Neil Calvert has served as a member of our Board of Directors since 2012.  He currently serves as an advisor to Lease Corporation International, a London-based helicopter leasing company (2011-present).  Previously, Mr. Calvert held various executive positions in the CHC Group, and a subsidiary, Heli One, where he was responsible for flight operations and maintenance (1998-2011).  As President of Heli One (2005-2011), he had direct oversight of a Chief Financial Officer, responsibility for preparation & accuracy of financial statements, communication with the company’s auditors on all significant accounting policies and review of financials with the board.  Additionally, he built the company into a $400 million business with over 1,000 employees around the world.  He also served as Managing Director of the British operations for CHC UK (1999-2003).

Mr. Calvert was selected to serve on our Board of Directors in light of his various executive positions with major companies and his experience overseeing and assessing those companies’ performance.  He also serves as chairman of our Audit Committee.
 
 
David L. Dobbin has served as director and Chairman of the Board since 2010.  He also serves as Chairman of the Board of SII (2010-present).  In addition, he serves as Chairman of the Board of Welaptega Marine Ltd. (2008-present), a leading supplier of offshore mooring inspection systems.  Prior to March 2012, he also served as Chairman of the Boards of Terra Nova Pub Groups Ltd., and its subsidiaries and affiliates, including Elephant & Castle Group, Inc. (2007-2012).  Previously, Mr. Dobbin served in several capacities with CHC Helicopter Corporation, the world’s leading offshore helicopter services provider, and led Canadian Ocean Resource Associates Inc., a consulting firm specializing in international best practice reviews in various sectors, third world institutional support, and public/private partnerships.  Mr. Dobbin holds a Bachelor of Commerce degree from Memorial University of Newfoundland.

Mr. Dobbin was selected to serve on our Board of Directors in light of his substantial experience in the restaurant industry and his experience as an investor in the transportation, service, real estate, and hospitality sectors.

Gary J. Heller has served as a member of our Board of Directors since 2010.  He is currently President of Heathcote Capital LLC (“Heathcote”), which the Company has engaged to provide financial advisory services to the Company in connection with a possible strategic transaction.  Mr. Heller also serves as Chief Operating Officer of Il Mulino New York, which operates and licenses fine dining Italian restaurants.  Prior to March 2012, Mr. Heller also served as a director and executive officer of Elephant & Castle Group, Inc. Prior to his involvement in the restaurant industry, Mr. Heller served as a Managing Director of FTI Capital Advisors, LLC and a Director of Andersen Corporate Finance LLC.  Mr. Heller holds a BA in Economics from the University of Pennsylvania and an MBA in Finance from New York University.

Mr. Heller was selected to serve on our Board of Directors in light of his substantial experience in the restaurant industry and his experience as a financial advisor and an investment banker.  Prior to April 2012, Mr. Heller also served as a member of our Audit Committee and as chairman of our Compensation Committee.

Eric W. Reinhard has served as a member of our Board of Directors since 2005 and was previously the Chairman of the Board from 2005 to 2010.  Mr. Reinhard serves as President of the Pepsi Cola Bottler’s Association, a beverage association management and consulting association (2006-present).  Prior to June 2004 he was the General Manager for the Pepsi Bottling Group’s Great West Business Unit.  While in this role, Mr. Reinhard was also a member of the Pepsi Bottling Group’s Chairman’s Operating Council, a member of the Food Service Strategic Planning Committee, and a member of The Dr. Pepper Bottler Marketing Committee.  Mr. Reinhard joined Pepsi Cola in 1984 after four years with The Proctor & Gamble Distributing Company.  Since 1984 he has held several field and headquarters positions including Vice President/General Manager Pepsi-Lipton Tea partnership (JV), General Manager Mid-Atlantic Business Unit, Area Vice President Retail Channels, Vice President On-Premise Operations and Area Vice President of Franchise Operations.  Mr. Reinhard holds a BA from Michigan State University and has completed the Executive Business Program at the University of Michigan.

Mr. Reinhard was selected to serve on our Board of Directors in light of his substantial experience within the beverage industry and his broad knowledge concerning corporate governance and management.  He also serves as a member of our Audit Committee and our Compensation Committee.

Alan A. Teran has served as a member of our Board of Directors since 2012.  He previously served on our Board from 1994 to 2010.  Mr. Teran is currently a principal in multiple private restaurants.  Mr. Teran also served as a Director of Morton’s Restaurant Group, Inc. from 1994 until February 2012.  He served as president of the Cork & Cleaver restaurant chain from 1975 to 1981 and served as a Director for Boulder Valley National Bank and Charlie Brown’s Restaurants.  He was one of the first franchisees of Le Peep Restaurants.  Mr. Teran graduated from the University of Akron in 1968 with a degree in business.

Mr. Teran was selected to serve on our Board of Directors in light of his substantial experience within the restaurant industry, his experience as an investor in multiple private restaurants, and his prior service on our Board.  He also serves as a member of our Audit Committee and as chairman of our Compensation Committee.  Pursuant to terms of the Operating Agreement of BDFD, we have also designated Mr. Teran as one of five managers of BDFD.
 
 
E xecutive Officers and Key Employees

In addition to Mr. Hoback, our executive offices and key employees include:

Scott G. LeFever has been Vice President of Operations since August 1995, and has been involved in all phases of operations with direct responsibility for restaurant service performance, personnel and cost controls.

Susan M. Knutson has been Controller since 1993 with direct responsibility for overseeing the accounting department, maintaining cash controls, producing budgets, financials and quarterly and annual reports required to be filed with the SEC, acting as the principal financial officer of the Company, and preparing all information for the annual audit.

Scott M. Somes is the Chief Operating Officer of BDFD.  Mr. Somes was the Chief Operating Officer of Lone Star Steakhouse and Saloon from 1990 to 1997, taking the chain from inception to over 250 restaurants.  Prior to that, he was Regional Vice President of Operations for Pizza Hut-Coulter Enterprises, managing over 100 restaurants.  He has been involved in other restaurant concepts and business enterprises and will devote his full time to BDFD.

Michael F. Maloney is the Director of Operations of BDC.  Mr. Maloney has been in various executive and operational positions with Paragon Steakhouses, Lone Star Steakhouses and Jimmy John’s in addition to owning and operating his own restaurant.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Legal Proceedings Involving Our Directors

As set forth above, prior to March 2012, Messrs. Dobbin and Heller each served as a director and executive officer of Elephant & Castle Group, Inc.  On June 28, 2011, Elephant & Castle Group, Inc. and related subsidiaries (collectively, the “Elephant & Castle Group”) filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code.  The Elephant & Castle Group subsequently sold all of its assets in a sale under the bankruptcy proceedings.

Contractual Board Representation Rights

Geoffrey R. Bailey was originally elected to our Board of Directors pursuant to contractual board representation rights granted to The Bailey Company in connection with its investment in shares of our Series A Convertible Preferred Stock in 1996.  Mr. Bailey has continued to serve on our Board pursuant to contractual board representation rights held by The Bailey Company and its affiliates (“The Bailey Group”) in connection with our Series B Convertible Preferred Stock financing in February 2005 and the subsequent modification of those contractual rights in connection with the closing of our initial investment transaction with SII in December 2010, whereby The Bailey Group is entitled to designate one individual for election to our Board.

Eric W. Reinhard was originally elected to our Board of Directors pursuant to contractual board representation rights granted to certain investors in connection with our Series B Convertible Preferred Stock financing in February 2005 and the subsequent modification of those contractual rights in connection with the closing of our initial investment transaction with SII in December 2010, whereby Mr. Reinhard and his affiliates are entitled to designate one individual for election to our Board.

Messrs. Calvert, Dobbin, Heller, and Teran were originally elected to our Board of Directors pursuant to the director designation rights granted to SII under the Securities Purchase Agreement dated October 29, 2010 between the Company and SII, which provides that, for so long as SII continues to own at least 50% of our outstanding capital stock, (i) our Board of Directors shall not consist of more than seven members, and (ii) SII shall have the right to designate four individuals for election to our Board.  The Securities Purchase Agreement between the Company and SII dated June 13, 2012 reconfirms and continues SII’s director designation rights as provided by the prior agreement.  Pursuant to both agreements, SII has also agreed to vote its shares in any election of directors for one individual designated by The Bailey Group and one individual designated by Mr. Reinhard and his affiliates, in addition to SII’s four director designees.  Mr. Hoback is the seventh member of our Board.
 
 
Director Independence

The Board has determined that of the current directors Messrs. Bailey, Calvert, Reinhard, and Teran are independent directors under the Nasdaq listing standards, while Messrs. Dobbin, Heller, and Hoback are not independent under such standards.  The Board has also determined that each of the three current members of the Audit Committee is “independent” for purposes of Section 10A(m)(3) of the  Exchange Act under the rules of the SEC promulgated thereunder.  Further, the Board has determined that each of the three current members of the Compensation Committee is “independent” under the Nasdaq listing standards.

Board Committees

The standing committees of the Board are the Audit Committee and the Compensation Committee.  There is no standing nominating committee of the Board and instead the Board as a whole acts as the nominating committee for the selection of nominees for election as directors.

Audit Committee

The Audit Committee currently consists of Messrs. Calvert (Chairman), Reinhard, and Teran.  The Board has determined that all of the members of the Audit Committee are “independent,” as defined by the Nasdaq listing standards and by applicable SEC rules.  In addition, the Board has determined that Mr. Calvert is an audit committee financial expert, as that term is defined by the SEC rules, by virtue of having the following attributes through relevant experience: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.

The function of the Audit Committee relates to oversight of the auditors, the auditing, accounting, and financial reporting processes, and the review of the Company’s financial reports and information.  In addition, the functions of this Committee have included, among other things, recommending to the Board the engagement or discharge of independent auditors, discussing with the auditors their review of the Company’s quarterly results and the results of their audit, and reviewing the Company’s internal accounting controls.  The Audit Committee operates pursuant to a written charter adopted by the Board.  A current copy of the Audit Committee Charter is available on our website at www.goodtimesburgers.com.

Compensation Committee

The Compensation Committee currently consists of Messrs. Bailey, Reinhard, and Teran (Chairman).  The Board has determined that all of the members of the Compensation Committee are “independent,” as defined by the Nasdaq listing standards.  The function of the Compensation Committee is to consider and determine all matters relating to the compensation of the President and Chief Executive Officer and other executive officers, including matters relating to the employment agreement of our President and Chief Executive Officer.

The Compensation Committee does not have a written charter. The responsibility of the Compensation Committee is to review and approve the compensation and other terms of employment of our Chief Executive Officer and our other executive officers, including all of the executive officers named in the Summary Compensation Table under the heading “Executive Compensation” below (the “named executive officers”).  Among its other duties, the Compensation Committee oversees all significant aspects of the Company’s compensation plans and benefit programs.  The Compensation Committee annually reviews and approves corporate goals and objectives for the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives.  The Compensation Committee also recommends to the Board the compensation and benefits for members of the Board.  The Compensation Committee has also been appointed by the Board to administer our 2008 Omnibus Equity Incentive Compensation Plan.  The Compensation Committee does not delegate any of its authority to other persons.
 
 
Executive Compensation: The following table sets forth compensation information for the fiscal years ended September 30, 2012 and September 30, 2011 with respect to the named executive officers:
 
Summary Compensation Table for fiscal years 2012 and 2011:
 
Name
and
Principal Position
Year
 
Salary $
   
Option Awards $ 3
   
All Other
Compensation $
   
Total $
 
                           
Boyd E. Hoback
2012
    147,000       12,410       18,063 1       177,473  
President & Chief Executive Officer
2011
    133,000       17,816       16,961 1       167,777  
                                   
Scott G. LeFever
2012
    87,542       4,309       12,435 2       104,286  
Vice President of Operations
2011
    75,000       9,565       12,470 2       97,035  
 
1
The amount indicated for Mr. Hoback includes an automobile allowance, long-term disability and personal expenses.
2
The amount indicated for Mr. LeFever includes an automobile allowance and long-term disability.
3
The value of stock option awards shown in this column includes all amounts expensed in the Company's financial statements in 2011 and 2012 for equity awards in accordance with the guidance of FASB ASC 718-10-30, Compensation – Stock Compensation, excluding any estimate for forfeitures.  The Company’s accounting treatment for, and assumptions made in the valuations of, equity awards is set forth in Note 1 of the notes to the Company’s audited consolidated financial statements for the fiscal year ended September 30, 2012 included in this prospectus.  There were no option awards re-priced in fiscal 2012.
 
 
There were no shares of SARs granted during fiscal 2012 or 2011 nor has there been any nonqualified deferred compensation paid to any named executive officers during fiscal 2012 or 2011.  The Company does not have any plans that provide for specified retirement payments and benefits at, following or in connection with retirement.
 
 
The following table sets forth information as of September 30, 2012 on all unexercised options previously awarded to the named executive officers:
 
Outstanding Equity Awards at 2012 Fiscal Year-End
Option Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
   
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
 
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
 
Option
Exercise
Price $
 
Option
Expiration
Date
 Boyd E. Hoback
    1,250 (1)  
_
 
_
    $8.10  
10/01/12
      1,300    
_
 
_
    $10.80  
10/01/13
      4,000    
_
 
_
    $9.33  
10/01/14
      2,833    
_
 
_
    $17.04  
10/01/15
      6,333    
_
 
_
    $19.14  
11/17/16
      9,501    
_
 
_
    $4.41  
11/14/18
      4,551 (2)  
_
 
_
    $3.45  
11/06/19
      0     10,647 (3)  
_
    $1.56  
12/13/20
      5,000        
_
    $1.31  
12/14/21
Scott G. LeFever
    420    
_
 
_
    $8.10  
10/01/12
      860    
_
 
_
    $10.80  
10/01/13
      1,917    
_
 
_
    $9.33  
10/01/14
      1,917    
_
 
_
    $17.04  
10/01/15
      1,917    
_
 
_
    $19.14  
11/17/16
      5,669    
_
 
_
    $4.41  
11/14/18
      1,449 (2)  
_
 
_
    $3.45  
11/06/19
      0     7,985 (3)  
_
    $1.56  
12/13/20

1
The options expired on October 1, 2012, following the end of the fiscal year.
2
The options became fully exercisable on November 6, 2012, following the end of the fiscal year.
3
The options were granted on December 13, 2010. Assuming continued employment with the Company, the options will become fully exercisable on December 6, 2013.

(The numbers of options and the exercise prices shown in this table have been adjusted to effect the one for three reverse stock split that occurred on December 31, 2010.)

No stock awards were outstanding as of September 30, 2012.
 
 
Employment Agreement
 
Mr. Hoback entered into an employment agreement with us in October 2001 and the terms of the agreement were revised effective October 2007 for compliance with Section 409A of the Internal Revenue Code.  The revised agreement provides for his employment as president and chief executive officer for two years from the date of the agreement at a minimum salary of $190,000 per year, terminable by us only for cause.  The agreement provides for payment of one year’s salary and benefits in the event that change of ownership control results in a termination of his employment or termination other than for cause.  This agreement renews automatically unless specifically not renewed by our Board of Directors.  Mr. Hoback’s compensation, including salary, expense allowance, bonus and any equity award, is reviewed and set annually by the Compensation Committee.  Mr. Hoback’s bonus, when applicable, is based on the Company’s achieving certain Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) targets for the year.
 
As a condition to the closing of the initial SII investment transaction, Mr. Hoback agreed to waive certain rights under the employment agreement which would otherwise have accrued to him as a result of the change in ownership control of the Company as a result of the SII transaction, including his right to terminate his employment within one year of the change in control and trigger the severance payment described above and his right to accelerate the vesting of stock options upon the change in control.  The waiver does not apply to any subsequent change of control of the Company.
 
Other Employment Arrangements
 
Mr. LeFever is employed as an “employee at will” and does not have a written employment agreement.  His compensation, including salary, expense allowance, bonus and any equity awards, is reviewed and approved by the Compensation Committee annually.  He participates in a bonus program that is based on both the Company’s level of EBITDA for the year and achieving certain operating metrics and sales targets set by the Compensation Committee.
 
Heathcote Agreement
 
On April 6, 2012, the Company entered into a financial advisory services agreement with Heathcote, pursuant to which the Company engaged Heathcote to provide exclusive financial advisory services to the Company in connection with a possible strategic transaction.  Gary J. Heller, a member of our Board of Directors, is the principal of Heathcote.  On March 25, 2013, the Company and Heathcote modified this agreement to exclude any transactions involving the Maxim Group LLC and for Heathcote to continue to provide non-exclusive financial advisory services to the Company.  The Company paid a total of $70,000 in fees to Heathcote under the agreement  in connection with services provided in connection with the Bad Daddy’s Transaction.
 
BDFD Compensation Arrangements
 
The BDFD Operating Agreement provides that BDFD may issue Class B Units which are intended to be issued as “profits interests” in BDFD.  The Board of Managers of BDFD has authority to issue up to such number of Class B Units as is equal to an aggregate of 15% of the outstanding units of BDFD owned by all members.  In addition to the provisions of the Operating Agreement, all Class B Units are subject to the terms and conditions of a grant agreement governing the terms of such Units. Initial grants of 5% each have been made to Messrs. Hoback and Somes pursuant to Class B Unit Grant Agreements between BDFD and such individuals dated April 9, 2013.  The Class B Units are fully earned but subject to forfeiture, in all or in part, during the first 36 months after the grant date.
 
 
Directors’ Compensation
 
Each non-employee director receives $500 for each board meeting attended.  Members of the Compensation and Audit Committees generally each receive $100 per meeting attended.  However, where both Compensation and Audit Committee meetings are held at the same gathering, only $100 is paid to directors attending both committee meetings. Additionally, for the fiscal year ended September 30, 2012, each director, with the exception of Messrs. Calvert and Teran, received a non-statutory stock option to acquire 5,000 shares of common stock at an exercise price of $1.31 per share.  Mr. Teran received a non-statutory stock option to acquire 2,000 shares of common stock at an exercise price of $2.12 per share in June 2012, upon his appointment to our Board. Mr. Calvert received a non-statutory stock option to acquire 2,000 shares of common stock at an exercise price of $1.46 per share in September 2012, upon his appointment to our Board.
 
The following table sets forth compensation information for the fiscal year ended September 30, 2012 with respect to directors:

Director Compensation Table for Fiscal Year 2012

Name
 
Fees Earned or
Paid in Cash
($)
   
Option Awards
($) 1, 2
   
Total $
 
                   
Geoffrey R. Bailey
    1,700       5,281       6,981  
David Dobbin
    2,200       5,281       7,481  
Gary Heller
    2,100       5,281       7,381  
Eric W. Reinhard
    1,800       5,281       7,081  
Keith Radford 3
    1,000       5,281       6,281  
Alan Teran
    1,800       3,574       5,374  
Neil Calvert
    800       2,469       3,269  
Boyd E. Hoback 4
    -       -       0  

1
The value of stock option awards shown in this column includes all amounts expensed in the Company’s financial statements in 2012 for equity awards in accordance with the guidance of FASB ASC 718-10-30, Compensation – Stock Compensation, excluding any estimate for forfeitures.  The Company’s accounting treatment for, and assumptions made in the valuation of equity awards are set forth in Note 1 of the notes to the Company’s audited consolidated financial statements for the fiscal year ended September 30, 2012 included in this prospectus.  There were no option awards re-priced in 2012.
2
As of September 30, 2012, the following directors held options to purchase the following number of shares of our common stock:  Mr. Bailey 10,333 shares; Mr. Dobbin 5,667 shares; Mr. Heller 5,667 shares; Mr. Reinhard 11,167 shares; Mr. Teran 2,000 shares; Mr. Calvert 2,000; and Mr. Hoback 45,414 shares.
3
Mr. Radford resigned as a director effective as of June 30, 2012. Mr. Radford’s options have expired and are no longer outstanding.
4
Mr. Hoback is an employee director and does not receive additional fees for service as a member of our Board of Directors.



The Bailey Company

Our corporate headquarters are located in a building owned by The Bailey Company and in which The Bailey Company also has its corporate headquarters.  We currently lease approximately 3,700 square feet of space for our executive offices in Golden, Colorado for approximately $69,000 per year under a lease agreement, as amended, which expires in December 2013.

The Bailey Company was the owner of one franchised Good Times Burgers & Frozen Custard restaurant located in Loveland, Colorado.  The Company purchased this restaurant in August 2012 for a purchase price of approximately $100,000.  The Bailey Company was also previously the owner of one franchised restaurant in Thornton, Colorado which was closed in October 2009. The Bailey Company had entered into two franchise and management agreements with us.  Franchise royalties and management fees paid under those agreements totaled approximately $44,000 and $53,000 for the fiscal years ending September 30, 2012 and 2011, respectively.

Golden Bridge Loan

In December 2010, the Company repaid an outstanding loan from Golden Bridge, LLC (“Golden Bridge”), in the principal amount of $185,000 plus accrued interest thereon in the amount of $18,000. Directors Eric Reinhard and Alan Teran and former directors Ron Goodson, David Grissen, and Richard Stark, who are all stockholders of the Company, are the sole members of Golden Bridge, and Eric Reinhard is the sole manager of Golden Bridge.  The Company’s repayment of the Golden Bridge loan was duly approved in advance by our Board by the affirmative vote of members thereof who did not have an interest in the transaction.

Heathcote Financial Advisory Services Agreement

On April 6, 2012, the Company entered into a financial advisory services agreement with Heathcote, pursuant to which the Company engaged Heathcote to provide exclusive financial advisory services to the Company in connection with a possible strategic transaction.  Gary J. Heller, a member of our Board of Directors, is the principal of Heathcote.  Accordingly, the Company’s agreement with Heathcote constitutes a related party transaction and was reviewed and approved by the Audit Committee of the Company’s Board of Directors.  Mr. Heller did not participate in the Audit Committee’s consideration of the agreement and abstained from the committee’s vote to approve the agreement.  Concurrently with the Company’s engagement of Heathcote, Mr. Heller resigned as a member of the Audit Committee and as Chairman of the Compensation Committee, though he continues to serve on our Board.

On March 25, 2013, the Company and Heathcote modified this agreement to exclude any transactions involving the Maxim Group LLC and for Heathcote to continue to provide non-exclusive financial advisory services to the Company.  The Company paid a total of $70,000 in fees to Heathcote under the agreement for services provided in connection with the Bad Daddy’s Burger Bar transaction.

SII Investment Transaction

On June 13, 2012, the Company entered into a Securities Purchase Agreement with SII, pursuant to which the Company agreed to issue and sell to SII, and SII agreed to purchase, 473,934 shares of newly designated Series C Convertible Preferred Stock for an aggregate purchase price of $2,000,001.48 (i.e., $4.22 per share), subject to the satisfaction of certain conditions precedent set forth in the purchase agreement.  At the time the Company and SII entered into the purchase agreement, SII held 50.8% of our outstanding common stock.  In addition, David L. Dobbin, the Chairman of our Board, is a principal of SII.  Accordingly, the agreement constitutes a related party transaction and was reviewed and approved by the Audit Committee.
 
 
On September 28, 2012, we completed the sale and issuance of 355,451 shares of Series C Convertible Preferred Stock to SII for an aggregate purchase price of $1,500,000.  As a result of this issuance, SII’s beneficial ownership interest in the Company increased from 50.8% to 60.9%.  We also entered into a Supplemental Agreement with SII, dated September 28, 2012, and further amended on October 16, 2012, pursuant to which we extended the time period for SII to complete its purchase of the remaining shares of Series C Convertible Preferred Stock.  Pursuant to the Supplemental Agreement, as amended, SII agreed to complete its purchase of an additional 118,483 shares of Series C Convertible Preferred Stock, for an additional aggregate purchase price of $500,000, on or before March 31, 2013, at such time as the Company’s Board of Directors reasonably determines, with 45 days’ prior notice to SII, that the Company requires such funds to maintain the minimum stockholders’ equity required under Nasdaq Listing Rule 5550(b) for continued listing on the Nasdaq Capital Market. The Company’s Board of Directors determined that it will not require such funds to maintain the minimum stockholders’ equity requirement.  As a result, SII did not complete its purchase of the additional 118,483 shares of Series C Convertible Preferred Stock.

Each share of Series C Convertible Preferred Stock is convertible at the option of the holder into two shares of common stock, subject to certain anti-dilution provisions.  The shares of Series C Convertible Preferred Stock will accrue dividends at the rate of 8% per annum of the original issue price of $4.22 per share, with such accrued dividends payable quarterly.  In the event the Series C Convertible Preferred Stock has not been converted to common stock within 18 months following the issuance thereof, thereafter (i) the rate of the accrued dividends shall increase to 15% per annum from the date that is 18 months after the issuance thereof until converted or redeemed by the Company, and (ii) the Company may upon the approval of a majority of the disinterested members of the Board of Directors redeem all or from time to time a portion of the Series C Convertible Preferred Stock by payment of its liquidation preference.  The shares of Series C Convertible Preferred Stock also have additional voting rights, restrictions and provisions as described under the heading “Series C Convertible Preferred Stock” in the section of this prospectus entitled “Description of Securities.”

The June 13, 2012 Securities Purchase Agreement between the Company and SII reconfirms and continues the director designation rights granted to SII in connection with its initial investment in the Company.  Both purchase agreements provide that, for so long as SII continues to own at least 50% of the Company’s outstanding capital stock, (i) our Board of Directors shall not consist of more than seven members, and (ii) SII shall have the right to designate four individuals for election to our Board.  Pursuant to the purchase agreements, SII has also agreed to vote its shares in any election of directors for one individual designated by The Bailey Group and one individual designated by Mr. Reinhard and his affiliates, in addition to SII’s four director designees.  If either The Bailey Group or Mr. Reinhard and his affiliates cease to own at least 600,000 shares of the Company’s common stock (adjusted for any stock splits, reverse splits, or similar capital stock transactions), then the foregoing designation rights will cease, and SII has agreed to vote its shares in any election of directors in favor of a person, other than an SII designee, who receives the majority of votes of holders of common stock other than SII.

Neil Calvert, David L. Dobbin, Gary J. Heller, and Alan A. Teran are the current directors designated by SII.  Geoffrey R. Bailey is the current director designated by The Bailey Group, and Eric W. Reinhard is the current director designated by Mr. Reinhard and his affiliates.

The June 13, 2012 Securities Purchase Agreement between the Company and SII further provides that, for so long as SII continues to hold at least 75% of the shares of Series C Convertible Preferred Stock and/or the shares of common stock issuable upon conversion thereof, SII will have a right of first refusal to purchase additional securities which are offered by the Company on the same terms as offered for the purpose of maintaining its percentage ownership interest in the Company.  SII has agreed to waive its right to purchase any of the shares of common stock and Warrants covered by this prospectus.

Bad Daddy’s Transaction

On April 9, 2013, the Company entered into a series of agreements with BDI and BDFD to acquire the exclusive development rights for Bad Daddy’s Burger Bar restaurants in Colorado, additional restaurant development rights for Arizona and Kansas, and a 48% voting ownership interest in the franchisor entity, BDFD.  Each of the material agreements relating to the Bad Daddy’s Transaction is summarized in the “Business-Recent Developments-Bad Daddy’s Burger Bar” section beginning on page 43 of this prospectus.
 
 

The following table shows the beneficial ownership of shares of the Company’s common stock as of May 30, 2013 by each person known by the Company to be the beneficial owner of more than five percent of the shares of the Company’s common stock, each director and each executive officer named in the Summary Compensation Table above, and all directors and executive officers as a group.  The address for the principal stockholders and the directors and officers is 601 Corporate Circle, Golden, CO 80401.

Holder
 
Number of shares
   
Percent of
 
Principal stockholders:
 
beneficially owned **
   
class 1
 
Small Island Investments Ltd.
    2,094,236 2     60.9 %
The Bailey Company
    273,837 3     10.0 %
The Erie County Investment Co.
    338,730 3     12.4 %
                 
Directors and Officers:
               
Geoffrey R. Bailey-Director
    16,766 4     *  
David L. Dobbin-Director
    2,101,903 5     61.0 %
Gary J. Heller-Director
    7,667 6     *  
Boyd E. Hoback-Director/Officer
    43,964 7     1.6 %
Sue M. Knutson-Officer
    6,847 8     *  
Scott G. Lefever-Officer
    12,279 9     *  
Alan A. Teran – Director
    31,235 10     1.1 %
Eric Reinhard-Director
    99,034 11     3.6 %
Neil Calvert-Director
    4,000 12     *  
All directors and executive officers as a group (9 persons including all those
named above)
    2,323,695 13     63.6 %

1
Based on 2,726,214 shares of common stock outstanding as of May 30, 2013.
2
Small Island Investments Ltd. is owned and controlled by director David L. Dobbin and members of his family.  Includes 710,902 shares of common stock which may be issued upon conversion of outstanding shares of Series C Convertible Preferred Stock.
3
The Bailey Company is 99% owned by The Erie County Investment Co., which should be deemed the beneficial owner of the Company’s Common Stock held by The Bailey Company.  The Erie County Investment Co. also owns 64,893 shares of the Company’s Common Stock in its own name.  Geoffrey R. Bailey is a director and executive officer of The Erie County Investment Co.  Because of his ownership of only 26% of the voting shares of The Erie County Investment Co., Paul T. Bailey disclaims beneficial ownership of the shares of Common Stock held by The Bailey Company and The Erie County Investment Co.
4
Includes 12,333 shares underlying presently exercisable stock options.
5
Includes shares of Common Stock held beneficially by Small Island Investments Ltd.  Also includes 7,667 shares underlying presently exercisable stock options held by Mr. Dobbin.
6
Includes 7,667 shares underlying presently exercisable stock options.
7
Includes 28,967 shares underlying presently exercisable stock options.
8
Includes 6,847 shares underlying presently exercisable stock options.
9
Includes 12,279 shares underlying presently exercisable stock options.
10
Includes 4,000 shares underlying presently exercisable stock options.
11
Includes 13,167 shares underlying presently exercisable stock options.
12
Includes 4,000 shares underlying presently exercisable stock options.
13
Does not include shares of Common Stock held beneficially by The Bailey Company and The Erie County Investment Co.  If those shares were included, the number of shares of Common Stock beneficially held by all directors and executive officers as a group would be 2,662,425 and the percentage of the class would be 72.9%.
*
Less than one percent.
**
Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days.


 
General
 
Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share.
 
Common Stock
 
As of May 30, 2013, 2,726,214 shares of our common stock were issued and outstanding.  All outstanding shares of common stock are validly issued, fully paid and nonassessable.
 
The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders and our articles of incorporation do not provide for cumulative voting in the election of directors unless required by applicable law.  Subject to preferences that may be applicable to any outstanding series of preferred stock, the holders of our common stock will receive ratably any dividends declared by our Board of Directors out of funds legally available for the payment of dividends.  In the event of our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all assets remaining after payment of or provision for any liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
 
Preferred Stock
 
Our articles of incorporation provide that our Board of Directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of preferred stock.  Our Board of Directors will be able to issue preferred stock in one or more series and determine the voting powers, preferences and relative, participating, optional and other special rights of the shares of any such series of preferred stock, and the qualifications, limitations, and restrictions of such shares, any or all of which may be greater than the rights of our common stock.  Issuances of preferred stock could adversely affect the voting power of common stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation.  Any issuance of preferred stock also could have the effect of decreasing the market price for our common stock and could delay, deter or prevent a change in control of the Company.
 
Series Preferred Stock
 
Our Board of Directors previously designated 1,000,000 shares of preferred stock as “Series A Convertible Preferred Stock,” 1,000,000 shares of preferred stock as “Series B Convertible Preferred Stock,” and 473,934 shares of preferred stock as “Series C Convertible Preferred Stock.”  No shares of Series A Convertible Preferred Stock or Series B Convertible Preferred Stock are currently outstanding.
 
Series C Convertible Preferred Stock
 
As of May 30, 2013, 355,451 shares of our Series C Convertible Preferred Stock were issued and outstanding.  All outstanding shares of Series C Convertible Preferred Stock are validly issued, fully paid and nonassessable.
 
Shares of our Series C Convertible Preferred Stock have the rights, preferences, and privileges, and the qualifications, limitations and restrictions, set forth in the Certificate of Designations, Preferences, and Rights of Series C Convertible Preferred Stock (“Certificate of Designations”) filed by the Company with the Nevada Secretary of State on September 17, 2012, including the following:
 
 
·
Dividends shall accrue on shares of Series C Convertible Preferred Stock at the rate of 8% per annum of the original issue price of $4.22 per share.  The accrued dividends on shares of Series C Convertible Preferred Stock are payable quarterly and shall be payable prior and in preference to any dividends on the Company’s common stock.  In the event the Series C Convertible Preferred Stock has not been converted to common stock within 18 months following the issuance thereof, thereafter (i) the rate of the accrued dividends shall increase to 15% per annum from the date that is 18 months after the issuance thereof until converted or redeemed by the Company, and (ii) the Company may upon the approval of a majority of the disinterested members of the Board of Directors redeem all or from time to time a portion of the Series C Convertible Preferred Stock by payment of its liquidation preference.
 
 
 
·
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, or a transaction which is deemed to be a liquidation pursuant to the Certificate of Designations, holders of Series C Convertible Preferred Stock shall be entitled to receive a preference payment equal to the original issue price of $4.22 per share, plus any accrued but unpaid dividends, before any assets of the Company are distributed to holders of the Company’s common stock.
 
 
·
Shares of Series C Convertible Preferred Stock shall vote together with the common stock on an as-if-converted basis.  In addition, shares of Series C Convertible Preferred Stock shall have the right to vote, as a separate class, on certain major corporate transactions, such as a liquidation or dissolution, a consolidation or merger, or a sale, lease, transfer or other disposition of all or substantially all of the Company’s assets; a material agreement for the acquisition of another entity outside of its core business operations; an amendment, alteration or repeal of the Company’s articles of incorporation; an increase in the outstanding shares of preferred stock of the Company at a price below $3.00 per share; a redemption, repurchase or other acquisition for value of any of the Company’s equity securities; an amendment to the Company’s bylaws that is directly detrimental to the rights and preferences of the Series C Convertible Preferred Stock; any debt agreement in excess of $500,000; or any increase in the maximum number of directors constituting the Company’s Board of Directors in excess of seven.
 
 
·
Shares of Series C Convertible Preferred Stock shall be convertible into shares of common stock at any time, at a conversion ratio equal to two shares of common stock for each share of Series C Convertible Preferred Stock converted (subject to adjustment in the event of any stock split, combination, reorganization, or reclassification of the common stock).
 
 
·
The Company may require the conversion of all outstanding shares of Series C Convertible Preferred Stock into shares of common stock at the above conversion ratio at any time after 36 months following the issuance of the Series C Convertible Preferred Stock based upon the public trading price and the trading volume of the common stock.  In addition, the Series C Convertible Preferred Stock shall automatically convert to common stock upon a qualified public offering of the Company’s common stock based upon the size and price of such public offering or a sale of all or substantially of the Company’s assets.
 
Warrants to be Issued in This Offering
 
In connection with the purchase of one share of common stock, we will also issue a Warrant.  Each  two Warrants entitle the registered holder to purchase one share of our common stock at an exercise price of [$____] per share.  We may, in our sole discretion, by notice to registered holders lower the exercise price of the Warrants at any time prior to their expiration date for a specified period of not less than 20 business days.  The Warrants may only be exercised for cash.  The Warrants will expire five years from the date of this prospectus at 5:00 p.m., New York City time.  We may extend the duration of the Warrants by delaying the expiration date upon not less than 20 days’ notice to registered holders of the Warrants.  We may call all, but not less than all, of the outstanding Warrants for redemption as follows:
 
 
·
at a price of $0.005 for each Warrant at any time while the Warrants are exercisable, so long as a registration statement relating to the common stock issuable upon exercise of the Warrants is effective and current;

 
·
upon not less than 30 days prior written notice of redemption to each Warrant holder; and

 
·
if, and only if, the reported last sale price of a share of common stock equals or exceeds 150% of the warrant exercise price for any 20 trading days within a 30 consecutive trading day period ending on the third business day prior to the notice of redemption to Warrant holders.
 
 
If the foregoing conditions are satisfied and we call the Warrants for redemption, each Warrant holder will then be entitled to exercise his, her or its Warrant prior to the date scheduled for redemption.  However, there can be no assurance that the price of the common stock will exceed the call price or the Warrant exercise price after the redemption call is made.
 
You should review a copy of the form of Warrant certificate, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the Warrants.
 
The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances, including but not limited to in the event of a stock split, stock dividend, recapitalization, reorganization, merger or consolidation.  However, the Warrants will not be adjusted for the issuances of common stock or securities convertible or exercisable into common stock at a price below the then current exercise price of the Warrants.
 
The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at our principal executive office, with the exercise form at the end of the Warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us or by wire transfer of immediately available funds to an account designated by us, for the number of Warrants being exercised.  If, and only if, at the time of exercise of the Warrants there is no effective registration statement covering the issuance of the shares of common stock acquirable by exercise of the Warrants, then the holders of the Warrants may elect to exercise the Warrants, in whole or in part, by means of a “cashless exercise” provision, pursuant to which a holder may elect to pay the exercise price of the Warrants by surrendering without exercise a portion of the Warrants for cancellation, with each two surrendered Warrants deemed to have a value equal to the excess of the fair market value of a share of common stock over the exercise price of two Warrants.
 
The Warrant holders do not have the rights or privileges of holders of common stock or any voting rights until they exercise their Warrants and receive shares of common stock.  After issuance of shares of common stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
 
Currently, no public market exists for our Warrants.  We do not intend to apply for the listing of the Warrants on any national securities exchange.  The shares of common stock and Warrants are immediately separable and will be issued separately, but will be purchased together in this offering.
 
Provisions of Our Articles of Incorporation and Bylaws and Nevada Law that May Have an Anti-Takeover Effect