UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

August 10, 2021

 

 

(Exact name of registrant as specified in its charter)

 

Nevada   000-18590   84-1133368

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

651 Corporate Circle, Suite 200, Golden, CO 80401

(Address of principal executive offices including zip code)

 

Registrant’s telephone number, including area code: (303) 384-1400

 

Not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Common Stock, $0.001 par value   GTIM   The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

     
 

 

ITEM 8.01 Other Events.

 

On August 10, 2021, Good Times Restaurants Inc.(the “Company”) issued a press release announcing that it expects to commence a tender offer to purchase up to $6.5 million in value of its common stock, at a cash price of $4.60 per share of common stock, on August 13, 2021 or soon thereafter. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Also on August 10, 2021, the Company is making additional communications regarding the tender offer in its quarterly report on Form 10-Q for the period ended June 29, 2021, and in its earnings call related to the same period, which communications are filed herewith as Exhibits 99.2 and 99.3, respectively, both of which are incorporated herein by reference.

 

Additional Information Regarding the Tender Offer

 

This communication is for informational purposes only, is not a recommendation to buy or sell the Company’s common stock, and does not constitute an offer to buy or the solicitation of an offer to sell common shares of the Company. The tender offer described in this communication has not yet commenced, and there can be no assurances that the Company will commence the tender offer on the terms described in this communication or at all. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company expects to distribute to its shareholders and file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Once the tender offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company expects to file with the SEC at its website at www.sec.gov, from the Company at 651 Corporate Circle, Suite 200, Golden, CO 80401, (303) 384-1400, or by or by calling the Information Agent (to be identified at the time the offer is made) for the tender offer.

 

Forward-Looking Information

 

Certain statements and information included in this Form 8-K and attached press release constitute "forward-looking statements." Such forward-looking statements include statements that look forward in time or express management’s beliefs, expectations or hopes, including without limitation, our belief regarding the benefits of the tender offer and its anticipated timing and funding. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements.

 

These risks include material changes in our stock price or in market conditions in general, as well as risks impacting our business in general, such as the disruption to our business from the novel coronavirus (COVID-19) pandemic and the impact of the pandemic on our results of operations, financial condition and prospects, which may vary depending on the duration and extent of the pandemic and the impact of federal, state and local governmental actions and customer behavior in response to the pandemic, the impact and duration of staffing constraints at our restaurants, the uncertain nature of current restaurant development plans and the ability to implement those plans and integrate new restaurants, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, and other matters discussed under the Risk Factors section of Good Times’ Annual Report on Form 10-K for the fiscal year ended September 29, 2020 filed with the SEC, and other filings with the SEC. Good Times disclaims any obligation or duty to update or modify these forward-looking statements.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release issued on August 10, 2021 regarding the Company’s intention to commence a tender offer for its common stock 

 

99.2 Excerpt from Form 10-Q for quarter ended June 29, 2021

 

99.3 Excerpt from script for August 10, 2021 earnings call

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

  GOOD TIMES RESTAURANTS INC.  
       
Date:   August 10, 2021 By:    
    Ryan M. Zink  
    President and Chief Executive Officer  

 

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

August 10, 2021 Nasdaq Capital Markets - GTIM

 

Good Times Restaurants Announces Tender Offer

 

(Golden, CO) August 10, 2021 – Good Times Restaurants Inc. (GTIM) (the “Company”), operator of Bad Daddy’s Burger Bar and Good Times Burgers & Frozen Custard, today announced that it expects to commence a tender offer to purchase up to 1,413,000 shares of its common stock, at a cash price of $4.60 per share of common stock, for an approximate total amount of $6.5 million. Our Board of Directors believes that the tender offer is an appropriate mechanism to return capital to our shareholders while also allowing those shareholders who do not participate in the tender offer to share in a higher portion of our future potential.

 

The tender offer is expected to commence on August 13, 2021 or soon thereafter and to remain open for twenty business days. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case, in accordance with the procedures described in the tender offer materials to be distributed to shareholders. The tender offer will not be subject to a financing condition. The Company expects to fund the share purchases in the offer from its existing cash and cash equivalents.

 

Broadridge Corporate Issuer Solutions, Inc. will serve as the depositary for the tender offer.

 

Neither the Company, its directors or officers, nor the depositary make any recommendation as to whether to tender shares.

 

Additional Information Regarding the Tender Offer

 

This communication is for informational purposes only, is not a recommendation to buy or sell the Company’s common stock, and does not constitute an offer to buy or the solicitation of an offer to sell common shares of the Company. The tender offer described in this communication has not yet commenced, and there can be no assurances that the Company will commence the tender offer on the terms described in this communication or at all. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company expects to distribute to its shareholders and file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Once the tender offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company expects to file with the SEC at its website at www.sec.gov or by calling the Information Agent (to be identified at the time the offer is made) for the tender offer.

 

     
 

 

About Good Times Restaurants Inc.: Good Times Restaurants Inc. owns, operates, franchises and licenses 40 Bad Daddy’s Burger Bar restaurants through its wholly owned subsidiaries. Bad Daddy’s Burger Bar is a full-service “small box” restaurant concept featuring a chef-driven menu of gourmet signature burgers, chopped salads, appetizers and sandwiches with a full bar and a focus on a selection of local and craft beers in a high-energy atmosphere that appeals to a broad consumer base. Additionally, Good Times Restaurants Inc. operates and franchises a regional quick-service drive-thru restaurant chain consisting of 32 Good Times Burgers & Frozen Custard restaurants located primarily in Colorado.

 

Forward-Looking Information

 

Certain statements and information included in this press release constitute "forward-looking statements." Such forward-looking statements include statements that look forward in time or express management’s beliefs, expectations or hopes. In particular, such statements include, without limitation, our belief regarding the benefits of the tender offer and its anticipated timing and funding. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements.

 

These risks include material changes in our stock price or in market conditions in general, as well as risks impacting our business in general, such as the disruption to our business from the novel coronavirus (COVID-19) pandemic and the impact of the pandemic on our results of operations, financial condition and prospects, which may vary depending on the duration and extent of the pandemic and the impact of federal, state and local governmental actions and customer behavior in response to the pandemic, the impact and duration of staffing constraints at our restaurants, the uncertain nature of current restaurant development plans and the ability to implement those plans and integrate new restaurants, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, and other matters discussed under the Risk Factors section of Good Times’ Annual Report on Form 10-K for the fiscal year ended September 29, 2020 filed with the SEC, and other filings with the SEC. Good Times disclaims any obligation or duty to update or modify these forward-looking statements.

 

Good Times Restaurants Inc CONTACTS:

Ryan M. Zink, President and Chief Executive Officer (303) 384-1411

Christi Pennington (303) 384-1440

Category: Financial

 

 

 

 

 

 

 

 

Exhibit 99.2

 

Set forth below are excerpts from the registrant’s Form 10-Q for the quarter ended June 29, 2021 (the “Form 10-Q”), which are being filed as communications relating to the tender offer. The statements below may not be complete, and you should refer to the entirety of the Form 10-Q , including the financial statements and notes thereto, as well as the Management’s Discussion and Analysis appearing therein for a more complete understanding of the matters contained in the excerpt below. Forward-looking statements set forth in these excerpts, including but not limited to statements regarding the Company’s liquidity, tender offer plans, and expected working capital position, are subject to the risks and uncertainties described in more detail under the heading “Risk Factors” in the registrant’s Form 10-K for the year ended September 29, 2020, and the Form 10-Q.

 

Appearing on or about page 9:

 

“Although we currently have a meaningful cash balance and generated significant cash flow from operations during the first three quarters of fiscal 2021, we currently intend to use a significant portion of this cash balance to repurchase Company stock by means of a tender offer. While we believe that we will continue to have adequate working capital to meet our current needs after the tender offer, should business decline significantly as a result of the pandemic or otherwise, we would not likely choose to, and we may not be able to, take some of the same actions as we took during fiscal 2020 to increase our liquidity as they would negatively impact the long-term performance of the business, and because there is no assurance that funds such as the PPP loans will be made available to us in the future. Furthermore, the COVID-19 pandemic is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be available on favorable terms, or at all, especially the longer the COVID-19 pandemic lasts.”

 

Appearing on or about page 29:

 

“Liquidity and Capital Resources

 

“As of June 29, 2021, our cash and cash equivalents were $10.3 million, a meaningful cash balance, and we generated significant cash flow from operations during the first three quarters of fiscal 2021. As described below, we plan to spend a significant portion of this cash to repurchase Company shares via a tender offer. In addition, as of June 29, 2021, we had total commitments outstanding of $431,000 related to a construction contract for one Bad Daddy’s restaurant currently under development. While we believe that we will continue to have adequate working capital following the tender offer, as described below, should business decline significantly as a result of the pandemic or otherwise, we would not likely choose to, and we may not be able to, take some of the same actions we took to increase our liquidity during fiscal 2020, such as temporarily reducing employee pay, reducing our workforce, and obtaining PPP loans, due to the negative impact on the long-term performance of the business as well as the uncertain availability of PPP loans in the future. Furthermore, the COVID-19 pandemic is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be available on favorable terms, or at all, especially the longer the COVID-19 pandemic lasts.

 

“As of June 29, 2021, we had a working capital deficit of $1,215,000. Historically, we have operated successfully with a negative working capital balance, because cash collected on restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment on inventories. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day, or in the case of credit or debit card transactions, within a few days of the related sale. This benefit may increase when new Bad Daddy’s and Good Times restaurants are opened. However, beginning in the first quarter of fiscal 2021 we have voluntarily shortened the period for payment to certain vendors in order to take advantage of early pay discounts, and this had the effect of increasing our working capital needs. Although we have two to four weeks to pay many of our vendors, we chose to start paying our primary foodservice vendors on 1-3 day payment terms to take advantage of early pay discounts. We believe that we will have sufficient capital to meet our working capital, long term debt obligations and recurring capital expenditure needs throughout fiscal 2021. However, our ability to continue to meet these requirements and obligations will depend on, among other things, our ability to achieve anticipated levels of revenue and cash flow and our ability to manage costs and working capital successfully.

 

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“Tender Offer

 

“As noted above and previously announced, we expect to expend a significant portion of our cash and cash equivalents to repurchase common stock in a maximum amount of up to $6.5 million, at a cash price of $4.60 per share of common stock, by means of a tender offer (the “Tender Offer”). Our Board of Directors believes that the Tender Offer is an appropriate mechanism to return capital to our shareholders while also allowing those shareholders who do not participate in the tender offer to share in a higher portion of our future potential. The Tender Offer is expected to commence on August 13, 2021 or soon thereafter and to remain open for twenty business days, and unless the tender offer is terminated or extended, it is likely that payment for tendered shares will be made shortly before the end of the fiscal year. The tender offer will have a material impact on our liquidity. See above for more information about our liquidity and working capital needs.

 

“Neither the Company, its directors or officers, nor the depositary make any recommendation as to whether to tender shares. This disclosure is not a recommendation to buy or sell the Company’s common stock, and does not constitute an offer to buy or the solicitation of an offer to sell common shares of the Company. The Tender Offer has not yet commenced, and there can be no assurances that the Company will commence the Tender Offer on the terms described herein or at all. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials (“Tender Offer Materials”) that the Company expects to distribute to its shareholders and file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE TENDER OFFER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. IF AND WHEN THE TENDER OFFER COMMENCES, SHAREHOLDERS CAN OBTAIN FREE COPIES OF THE TENDER OFFER MATERIALS FROM THE SEC AT WWW.SEC.GOV OR BY CALLING THE COMPANY’S INFORMATION AGENT (TO BE IDENTIFIED AT THE TIME THE OFFER IS MADE) FOR THE TENDER OFFER.”

 

 

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Exhibit 99.3

 

The following is an excerpt from the script for the earnings conference call to be held at 5:00 p.m. Eastern Time on August 10, 2021 by Good Times Restaurants Inc. The following does not purport to be a complete statement or summary of the conference call.

 

Ryan M. Zink, President and Chief Executive Officer:

 

Separately today, we issued a press release announcing that we expect to launch a tender offer to purchase up to 1,413,000 shares of our outstanding common stock at a price of $4.60 per share, for an approximate total amount of $6.5 million.  This tender offer is expected to commence on August 13, 2021 or soon thereafter and remain open for twenty business days.  The Company expects to fund share purchases from its existing cash and cash equivalents.  We believe this tender offer to be an effective means to return capital to our shareholders, while also allowing those shareholders who choose not to participate in the tender offer to share in a higher portion of our future potential.”

 

Additional Information Regarding the Tender Offer

 

This communication is for informational purposes only, is not a recommendation to buy or sell the Company’s common stock, and does not constitute an offer to buy or the solicitation of an offer to sell common shares of the Company. The tender offer described in this communication has not yet commenced, and there can be no assurances that the Company will commence the tender offer on the terms described in this communication or at all. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company expects to distribute to its shareholders and file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Once the tender offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company expects to file with the SEC at its website at www.sec.gov, from the Company at 651 Corporate Circle, Suite 200, Golden, CO 80401, (303) 384-1400, or by or by calling the Information Agent (to be identified at the time the offer is made) for the tender offer.