|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
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))
|
Item 2.02 |
Results of Operations and Financial Condition
|
Item 9.01 |
Financial Statements and Exhibits
|
(d) |
Exhibits.
|
99.1 |
Rave Restaurant Group, Inc. press release dated May 4, 2023.
|
Rave Restaurant Group, Inc.
|
||
Date: May 4, 2023
|
By:
|
/s/ CLINTON D. FENDLEY
|
Clinton D. Fendley
|
||
Chief Financial Officer
|
||
(principal financial officer)
|
• |
Total revenue increased by $0.4 million to $3.0 million for the third quarter of fiscal 2023 compared to the same period of the prior year.
|
• |
Adjusted EBITDA remained stable at $0.6 million for the third quarters of both fiscal 2023 and fiscal 2022.
|
• |
Pizza Inn domestic comparable store retail sales increased 15.6% in the third quarter of fiscal 2023 compared to the same period of the prior year.
|
• |
Pie Five domestic comparable store retail sales increased 8.1% in the third quarter of fiscal 2023 compared to the same period of the prior year.
|
• |
The Company recorded net income of $0.3 million for the third quarter of fiscal 2023 compared to net income of $0.5 million for the same period of the prior year.
|
• |
Income before taxes decreased by $0.1 million to $0.4 million for the third quarter of fiscal 2023 compared to the same period of the prior year.
|
• |
On a fully diluted basis, net income decreased by $0.01 to $0.02 per share for the third quarter of fiscal 2023 compared to the same period of the prior year.
|
• |
Cash and cash equivalents were $3.9 million at March 26, 2023.
|
• |
Pizza Inn domestic unit count finished at 122.
|
• |
Pizza Inn international unit count finished at 33.
|
• |
Pie Five domestic unit count finished at 30.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
March 26,
2023
|
March 27,
2022
|
March 26,
2023
|
March 27,
2022
|
|||||||||||||
REVENUES:
|
$
|
2,970
|
$
|
2,620
|
$
|
8,841
|
$
|
7,869
|
||||||||
COSTS AND EXPENSES:
|
||||||||||||||||
Cost of sales
|
—
|
1
|
—
|
1
|
||||||||||||
General and administrative expenses
|
1,486
|
1,357
|
4,282
|
3,940
|
||||||||||||
Franchise expenses
|
964
|
705
|
3,033
|
2,475
|
||||||||||||
Impairment of long-lived assets and other lease charges
|
—
|
—
|
5
|
—
|
||||||||||||
Bad debt expense
|
28
|
1
|
37
|
9
|
||||||||||||
Interest expense
|
—
|
14
|
1
|
61
|
||||||||||||
Depreciation and amortization expense
|
54
|
46
|
158
|
138
|
||||||||||||
Total costs and expenses
|
2,532
|
2,124
|
7,516
|
6,624
|
||||||||||||
INCOME BEFORE TAXES
|
438
|
496
|
1,325
|
1,245
|
||||||||||||
Income tax expense
|
(115
|
)
|
(3
|
)
|
(347
|
)
|
(10
|
)
|
||||||||
NET INCOME
|
$
|
323
|
$
|
493
|
$
|
978
|
$
|
1,235
|
||||||||
INCOME PER SHARE OF COMMON STOCK - BASIC:
|
$
|
0.02
|
$
|
0.03
|
$
|
0.06
|
$
|
0.07
|
||||||||
INCOME PER SHARE OF COMMON STOCK - DILUTED:
|
$
|
0.02
|
$
|
0.03
|
$
|
0.06
|
$
|
0.07
|
||||||||
Weighted average common shares outstanding - basic
|
14,154
|
18,005
|
15,712
|
18,005
|
||||||||||||
Weighted average common and potential dilutive common shares outstanding
|
14,154
|
18,452
|
15,712
|
18,686
|
March 26,
2023
|
June 26,
2022
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
3,867
|
$
|
7,723
|
||||
Accounts receivable, less allowance for bad debts of $59 and $27, respectively
|
1,492
|
1,981
|
||||||
Notes receivable, current
|
165
|
172
|
||||||
Property held for sale
|
19
|
—
|
||||||
Deferred contract charges, current
|
32
|
36
|
||||||
Prepaid expenses and other current assets
|
181
|
146
|
||||||
Total current assets
|
5,756
|
10,058
|
||||||
LONG-TERM ASSETS
|
||||||||
Property, plant and equipment, net
|
283
|
365
|
||||||
Operating lease right of use asset, net
|
1,337
|
1,664
|
||||||
Intangible assets definite-lived, net
|
302
|
232
|
||||||
Notes receivable, net of current portion
|
96
|
201
|
||||||
Deferred tax asset, net
|
5,500
|
5,772
|
||||||
Deferred contract charges, net of current portion
|
216
|
224
|
||||||
Total assets
|
$
|
13,490
|
$
|
18,516
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable - trade
|
$
|
465
|
$
|
669
|
||||
Accrued expenses
|
747
|
1,082
|
||||||
Other current liabilities
|
1
|
81
|
||||||
Operating lease liability, current
|
481
|
490
|
||||||
Short term loan
|
—
|
30
|
||||||
Deferred revenues, current
|
342
|
538
|
||||||
Total current liabilities
|
2,036
|
2,890
|
||||||
LONG-TERM LIABILITIES
|
||||||||
Operating lease liability, net of current portion
|
1,066
|
1,421
|
||||||
Deferred revenues, net of current portion
|
718
|
793
|
||||||
Total liabilities
|
3,820
|
5,104
|
||||||
COMMITMENTS AND CONTINGENCIES (SEE NOTE D)
|
||||||||
SHAREHOLDERS' EQUITY
|
||||||||
Common stock, $0.01 par value; authorized 26,000,000 shares; issued 25,090,058 and 25,090,058 shares,
respectively; outstanding 14,154,453 and 17,511,430 shares, respectively
|
251
|
251
|
||||||
Additional paid-in capital
|
37,643
|
37,384
|
||||||
Retained earnings
|
1,804
|
826
|
||||||
Treasury stock at cost
|
||||||||
Shares in treasury: 10,935,605 and 7,578,628 respectively
|
(30,028
|
)
|
(25,049
|
)
|
||||
Total shareholders' equity
|
9,670
|
13,412
|
||||||
|
||||||||
Total liabilities and shareholders' equity
|
$
|
13,490
|
$
|
18,516
|
Nine Months Ended
|
||||||||
March 26, 2023
|
March 27, 2022
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income
|
$
|
978
|
$
|
1,235
|
||||
Adjustments to reconcile net income to cash provided by operating activities:
|
||||||||
Impairment of long-lived assets and other lease charges
|
5
|
—
|
||||||
Stock-based compensation expense
|
259
|
127
|
||||||
Depreciation and amortization
|
105
|
105
|
||||||
Amortization of operating right of use assets
|
327
|
314
|
||||||
Amortization of intangible assets definite-lived
|
53
|
33
|
||||||
Amortization of debt issue costs
|
—
|
21
|
||||||
Allowance for bad debts
|
37
|
9
|
||||||
Deferred income tax
|
272
|
—
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
452
|
(273
|
)
|
|||||
Notes receivable
|
22
|
28
|
||||||
Deferred contract charges
|
12
|
(17
|
)
|
|||||
Prepaid expenses and other
|
(35
|
)
|
65
|
|||||
Accounts payable - trade
|
(204
|
)
|
(29
|
)
|
||||
Accrued expenses
|
(415
|
)
|
(175
|
)
|
||||
Operating lease liability
|
(364
|
)
|
(347
|
)
|
||||
Deferred revenues
|
(271
|
)
|
(571
|
)
|
||||
Cash provided by operating activities
|
1,233
|
525
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Payments received on notes receivable
|
90
|
240
|
||||||
Proceeds from sale of assets
|
5
|
—
|
||||||
Purchase of intangible assets definite-lived
|
(123
|
)
|
(46
|
)
|
||||
Purchase of property, plant and equipment
|
(52
|
)
|
(25
|
)
|
||||
Cash (used in)/provided by investing activities
|
(80
|
)
|
169
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Purchase of treasury stock
|
(4,979
|
)
|
—
|
|||||
Payment of convertible notes
|
—
|
(1,597
|
)
|
|||||
Payments on short term loan
|
(30
|
)
|
(190
|
)
|
||||
Cash (used in) financing activities
|
(5,009
|
)
|
(1,787
|
)
|
||||
Net (decrease) in cash and cash equivalents
|
(3,856
|
)
|
(1,093
|
)
|
||||
Cash and cash equivalents, beginning of period
|
7,723
|
8,330
|
||||||
Cash and cash equivalents, end of period
|
$
|
3,867
|
$
|
7,237
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
CASH PAID FOR:
|
||||||||
Income taxes
|
$
|
90
|
$
|
8
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
March 26, 2023
|
March 27, 2022
|
March 26, 2023
|
March 27, 2022
|
|||||||||||||
Net income
|
$
|
323
|
$
|
493
|
$
|
978
|
$
|
1,235
|
||||||||
Interest expense
|
—
|
14
|
1
|
61
|
||||||||||||
Income taxes
|
115
|
3
|
347
|
10
|
||||||||||||
Depreciation and amortization
|
54
|
46
|
158
|
138
|
||||||||||||
EBITDA
|
$
|
492
|
$
|
556
|
$
|
1,484
|
$
|
1,444
|
||||||||
Stock-based compensation expense
|
86
|
42
|
259
|
127
|
||||||||||||
Severance
|
—
|
—
|
—
|
33
|
||||||||||||
Impairment of long-lived assets and other lease charges
|
—
|
—
|
5
|
—
|
||||||||||||
Franchisee default and closed store revenue
|
(10
|
)
|
(9
|
)
|
(23
|
)
|
(21
|
)
|
||||||||
Closed and non-operating store costs
|
—
|
1
|
—
|
3
|
||||||||||||
Adjusted EBITDA
|
$
|
568
|
$
|
590
|
$
|
1,725
|
$
|
1,586
|