8-K
Good Times Restaurants Inc. (GTIM)
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)<br><br><br>August 12, 2021 | ||
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-18590 | 84-1133368 |
| --- | --- | --- |
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>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))
☐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<br><br><br>on which registered |
|---|
| Common Stock, $0.001 par value | GTIM | Nasdaq Stock Exchange |
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 1.01. | Entry Into a Material Definitive Agreement. |
|---|
On August 12, 2021 (the “Effective Date”), Good Times Restaurants Inc. (the “Company”) and each of its wholly-owned subsidiaries, as guarantors, entered into a Sixth Amendment to Credit Agreement (the “Amendment”) with respect to the Company’s Credit Agreement with Cadence Bank, N.A., as lender (“Cadence”) entered into on September 8, 2016, as amended on September 11, 2017 by the First Amendment to Credit Agreement (the “First Amendment”), as further amended on October 31, 2018 by the Second Amendment to Credit Agreement (the “Second Amendment”), as further amended on February 21, 2019 by the Third Amendment to Credit Agreement (the “Third Amendment”), as further amended on December 9, 2019 by the Fourth Amendment to Credit Amendment (the “Fourth Amendment”), and as further amended on January 8, 2021 by the Fifth Amendment to Credit Amendment (the “Fifth Amendment”) and, together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the “Credit Agreement”).
The Amendment, among other things, modifies the “Restricted Payments” covenant in the Credit Agreement to exempt Company repurchases of common stock until October 31, 2021 in an aggregate amount not to exceed $6,500,000 (subject to certain conditions specified in the Amendment).
The forgoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed in Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
The information contained in Item 1.01 regarding the Amendment is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| Number | Description |
|---|---|
| 10.1* | Sixth Amendment to Credit Agreement and Waiver, dated August<br> 12, 2021, by and among Good Times Restaurants Inc., each of its wholly-owned subsidiaries and Cadence Bank, N.A. |
| 10.2 | Cadence<br> Bank Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s<br> Current Report on Form 8-K filed September 13, 2016 and incorporated herein by reference) |
| 10.4 | Cadence<br> Bank First Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 8-K filed September 12, 2017 and incorporated herein by reference) |
| 10.5 | Cadence<br> Bank Second Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 8-K filed November 2, 2018 and incorporated herein by reference) |
| 10.6 | Cadence<br> Bank Third Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 10-Q filed May 10, 2019 and incorporated herein by reference) |
| --- | --- |
| 10.7 | Cadence<br> Bank Fourth Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 8-K filed December 13, 2019 and incorporated herein by reference) |
| 10.8 | Cadence<br> Bank Fifth Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 8-K filed January 14, 2021 and incorporated herein by reference) |
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit<br> 101). |
*Filed herewith
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 16, 2021 | By: |  |
| Ryan M. Zink | ||
| President and Chief Executive Officer |
EXHIBIT INDEX
| Number | Description |
|---|---|
| 10.1* | Sixth Amendment to Credit Agreement and Waiver, August 12,<br> 2021 by and among Good Times Restaurants Inc., each of its wholly-owned subsidiaries and Cadence Bank, N.A. |
| 10.2 | Cadence<br> Bank Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s<br> Current Report on Form 8-K filed September 13, 2016 and incorporated herein by reference) |
| 10.3 | Cadence<br> Bank First Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 8-K filed September 12, 2017 and incorporated herein by reference) |
| 10.4 | Cadence<br> Bank Second Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 8-K filed November 2, 2018 and incorporated herein by reference) |
| 10.5 | Cadence<br> Bank Third Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 10-Q filed May 10, 2019 and incorporated herein by reference) |
| 10.6 | Cadence<br> Bank Fourth Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 8-K filed December 13, 2019 and incorporated herein by reference) |
| 10.7 | Cadence<br> Bank Fifth Amendment to Credit Agreement (previously filed as Exhibit<br> 10.1 to the registrant’s Current Report on Form 8-K filed January 14, 2021 and incorporated herein by reference) |
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit<br> 101). |
Exhibit 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated August 12, 2021, is by and among GOOD TIMES RESTAURANTS INC., a Nevada corporation (the “Borrower”), the Guarantors, the Lenders and CADENCE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated September 8, 2016 (as amended by that certain First Amendment to Credit Agreement, dated September 11, 2017, that certain Second Amendment to Credit Agreement, dated as of October 31, 2018, that certain Third Amendment to Credit Agreement, dated as of February 21, 2019, that certain Fourth Amendment to Credit Agreement, dated as of December 9, 2019, that certain Fifth Amendment to Credit Agreement dated as of January 8, 2021 and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement);
WHEREAS, the Loan Parties have requested that the Lenders make certain amendments to the Credit Agreement as set forth herein; and
WHEREAS, the Lenders have agreed to amend the Credit Agreement, in each case, subject to the terms set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1.1 Amendmentto Section 1.01 (Existing Definitions).
(a) The definition of “Consolidated Post-Distribution Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Consolidated Post-Distribution Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated EBITDAR for the period of four fiscal quarters of the Borrower most recently ended, minus (ii) Consolidated Taxes paid in cash during such period minus (iii) Restricted Payments (other than the Sixth Amendment Equity Repurchases) made in cash for such period, to (b) Consolidated Fixed Charges for the period of four fiscal quarters of the Borrower most recently ended.
1.2 Amendmentsto Section 1.01 (New Definitions).
(a) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order therein:
“Sixth Amendment Effective Date” means August 12, 2021.
“Sixth Amendment Equity Repurchases” means any Restricted Payment in the form of any redemption, purchase or other acquisition of Equity Interests of the Borrower or any of its Subsidiaries made by the Loan Parties from the Sixth Amendment Effective Date until October 31, 2021 in an aggregate amount not to exceed $6,500,000.
1.3 Amendmentto Section 7.06. Section 7.06 of the Credit Agreement is hereby amended by (i) deleting the “and” and the end of clause (b), (ii) replacing the “.” at the end of clause (c) with “; and” and (iii) adding the following as a new clause (d):
(d) the Borrower may make the Sixth Amendment Equity Repurchases; provided, that (i) no Default or Event of Default exists or shall result therefrom, (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 7.11, determined on a pro forma basis after giving effect thereto and (iii) the Outstanding Amount of the Loans shall be zero.
ARTICLE II
CONDITIONS
2.1 Closing Conditions. This Amendment shall be deemed effective as of the date set forth above (the “Sixth Amendment Effective Date”) upon receipt by the Administrative Agent of the following:
(a) a copy of this Amendment duly executed by each of the Borrower, the Guarantors, the Administrative Agent and the Lenders; and
(b) any fees and expenses owing to the Administrative Agent (including all reasonable fees, charges and disbursements of counsel to the Administrative Agent) and the Lenders in connection with this Amendment.
ARTICLE III
MISCELLANEOUS
3.1 AmendedTerms. On and after the Sixth Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
3.2 Representationsand Warranties of the Loan Parties. Each of the Loan Parties represents and warrants as follows:
(a) Each Loan Party has all requisite power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment in accordance with its terms.
(b) The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms.
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(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Loan Parties of this Amendment.
(d) The representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except for those that are qualified by materiality, which are true and correct in all respects).
(e) No event has occurred and is continuing which constitutes a Default or an Event of Default.
(f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens.
(g) The Obligations of the Loan Parties are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.
3.3 Reaffirmation ofObligations. Each Loan Party hereby ratifies the Credit Agreement and each other Loan Document and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement and each other Loan Document and (b) that it is responsible for the observance and full performance of its respective obligations under the Loan Documents.
3.4 LoanDocument. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.
3.5 Expenses. The Loan Parties agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.
3.6 Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
3.7 Counterparts;Telecopy. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.
3.8 GOVERNINGLAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
3.9 Successorsand Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
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3.10 Consentto Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
| BORROWER: | GOOD TIMES RESTAURANTS INC., | |
|---|---|---|
| a Nevada corporation | ||
| By: | /s/ Ryan M. Zink | |
| Name: Ryan M. Zink | ||
| Title: President and Chief Executive Officer | ||
| GUARANTORS: | GOOD TIMES DRIVE THRU INC., | |
| --- | --- | --- |
| a Colorado corporation | ||
| By: | /s/ Ryan M. Zink | |
| Name: Ryan M. Zink | ||
| Title: President and Chief Executive Officer | ||
| BD OF COLORADO LLC,<br><br> <br>a Colorado limited liability company | ||
| By: GOOD TIMES RESTAURANTS INC.,<br><br> <br>a Nevada corporation, its manager | ||
| --- | --- | |
| By: | /s/ Ryan M. Zink | |
| Name: Ryan M. Zink | ||
| Title: President and Chief Executive Officer |
GOOD TIMES RESTAURANTS INC.
SIXTH AMENDMENT TO CREDIT AGREEMENT
| BAD DADDY’S FRANCHISE DEVELOPMENT, LLC,<br><br> <br>a North Carolina limited liability company | |
|---|---|
| By: BAD DADDY’S INTERNATIONAL, LLC,<br><br> <br>a North Carolina limited liability company, its member | |
| --- | |
| By: GOOD TIMES RESTAURANTS INC.,<br><br> <br>a Nevada corporation, its sole member | |
| --- | --- |
| By: | /s/ Ryan M. Zink |
| Name: Ryan M. Zink | |
| Title: President and Chief Executive Officer | |
| By: GOOD TIMES RESTAURANTS INC.,<br><br><br><br>a Nevada corporation, its member | |
| --- | --- |
| By: | /s/ Ryan M. Zink |
| Name: Ryan M. Zink | |
| Title: President and Chief Executive Officer | |
| BAD DADDY’S INTERNATIONAL, LLC,<br><br> <br>a North Carolina limited liability company | |
| --- | |
| By: GOOD TIMES RESTAURANTS INC.,<br><br><br><br>a Nevada corporation, its sole member | |
| --- | --- |
| By: | /s/ Ryan M. Zink |
| Name: Ryan M. Zink | |
| Title: President and Chief Executive Officer |
GOOD TIMES RESTAURANTS INC.
SIXTH AMENDMENT TO CREDIT AGREEMENT
| BAD DADDY’S BURGER BAR, LLC,<br><br> <br>a North Carolina limited liability company | |
|---|---|
| By: BAD DADDY’S INTERNATIONAL, LLC,<br><br> <br>a North Carolina limited liability company,<br>its sole member | |
| --- | |
| By: GOOD TIMES RESTAURANTS INC.,<br><br> <br>a Nevada corporation, its sole member | |
| --- | --- |
| By: | /s/ Ryan M. Zink |
| Name: Ryan M. Zink | |
| Title: President and Chief Executive Officer | |
| BAD DADDY’S BURGER BAR OF BALLANTYNE, LLC,<br><br> <br>a North Carolina limited liability company | |
| --- | |
| By: BAD DADDY’S INTERNATIONAL, LLC,<br><br> <br>a North Carolina limited liability company,<br>its sole member | |
| --- | |
| By: GOOD TIMES RESTAURANTS INC.,<br><br> <br>a Nevada corporation, its sole member | |
| --- | --- |
| By: | /s/ Ryan M. Zink |
| Name: Ryan M. Zink | |
| Title: President and Chief Executive Officer | |
| BAD DADDY’S BURGER BAR OF BIRKDALE, LLC,<br><br> <br>a North Carolina limited liability company | |
| --- | |
| By: BAD DADDY’S INTERNATIONAL, LLC,<br><br><br><br>a North Carolina limited liability company, its<br>sole member | |
| --- | |
| By: GOOD TIMES RESTAURANTS INC.,<br><br> <br>a Nevada corporation, its sole member | |
| --- | --- |
| By: | /s/ Ryan M. Zink |
| Name: Ryan M. Zink | |
| Title: President and Chief Executive Officer |
GOOD TIMES RESTAURANTS INC.
SIXTH AMENDMENT TO CREDIT AGREEMENT
| BAD DADDY’S BURGER BAR OF MOORESVILLE, LLC,<br><br> <br>a North Carolina limited liability company | |
|---|---|
| By: BAD DADDY’S INTERNATIONAL, LLC,<br><br> <br>a North Carolina limited liability company,<br>its sole member | |
| --- | |
| By: GOOD TIMES RESTAURANTS INC.,<br><br> <br>a Nevada corporation, its sole member | |
| --- | --- |
| By: | /s/ Ryan M. Zink |
| Name: Ryan M. Zink | |
| Title: President and Chief Executive Officer |
GOOD TIMES RESTAURANTS INC.
SIXTH AMENDMENT TO CREDIT AGREEMENT
| ADMINISTRATIVE<br><br> <br>AGENT: | CADENCE<br> BANK, NATIONAL ASSOCIATION,<br><br> <br>as Administrative Agent | |
|---|---|---|
| By: | /s/ Charles M. Joye III | |
| Name: Charles M. Joye III | ||
| Title: Senior Vice President | ||
| LENDERS: | CADENCE<br> BANK, NATIONAL ASSOCIATION<br><br> <br>as a Lender | |
| --- | --- | --- |
| By: | /s/ Charles M. Joye III | |
| Name: Charles M. Joye III | ||
| Title: Senior Vice President |
GOOD TIMES RESTAURANTS INC.
SIXTH AMENDMENT TO CREDIT AGREEMENT