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): November 6, 2018

 

Rave Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

 

Missouri 0-12919 45-3189287

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

3551 Plano Parkway, The Colony, Texas 75056

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (469) 384-5000

 

Rave Restaurant Group, Inc.

(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. below):

 

[   ] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 2.02

Results of Operations and Financial Condition

 

On November 6, 2018 Rave Restaurant Group, Inc. issued a press release discussing financial results of its first fiscal quarter ended September 23, 2018, a copy of which is attached as Exhibit 99.1 hereto.

 

Item 9.01

Financial Statements and Exhibits

 

(d)       Exhibits.

 

-99.1 Rave Restaurant Group, Inc. press release dated November 6, 2018.

 

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.

 

Rave Restaurant Group, Inc.

 

Date: November 6, 2018                        By:     /s/ SCOTT CRANE             

Scott Crane

Chief Executive Officer

(Principal Executive Officer)

 

 

 

RAVE RESTAURANT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
		Three Months Ended
		September 23,				September 24,
		2018				2017
REVENUES:		$	2,991			$	5,433
COSTS AND EXPENSES:
Cost of sales			159				2,086
General and administrative expenses			1,414				2,055
Franchise expenses			1,061				640
Pre-opening expenses			—				115
Loss/(Gain) on sale of assets			(4	)			2
Impairment of long-lived assets and other lease charges			15				148
Bad debt			24				124
Interest expense			25				68
Depreciation and amortization expense			139				314
Total costs and expenses			2,833				5,552
INCOME/(LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES			158				(119	)
Income tax expense			50				12
INCOME/(LOSS) FROM CONTINUING OPERATIONS			108				(131	)
Loss from discontinued operations, net of taxes			—				(225	)
NET INCOME / (LOSS)		$	108			$	(356	)
INCOME / (LOSS) PER SHARE OF COMMON STOCK - BASIC:
Income / (loss) from continuing operations		$	0.01			$	(0.01	)
Loss from discontinued operations			—				(0.02	)
Net income / (loss)		$	0.01			$	(0.03	)
INCOME / (LOSS) PER SHARE OF COMMON STOCK - DILUTED:
Income / (loss) from continuing operations		$	0.01			$	(0.01	)
Loss from discontinued operations			—				(0.02	)
Net income / (loss)		$	0.01			$	(0.03	)
Weighted average common shares outstanding - basic			15,064				11,159
Weighted average common and
potential dilutive common shares outstanding			15,897				11,159

RAVE RESTAURANT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
			September 23,				June 24,
			2018 (Unaudited)				2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	2,006			$	1,386
Accounts receivable, less allowance for bad debts
of $179 and $158, respectively			1,357				1,518
Other receivable			—				300
Notes receivable			939				712
Inventories			6				6
Income tax receivable			4				5
Property held for sale			467				539
Deferred contract charges			15				—
Prepaid expenses and other			351				273
Total current assets			5,145				4,739
LONG-TERM ASSETS
Property, plant and equipment, net			1,391				1,510
Intangible assets definite-lived, net			202				212
Long-term notes receivable			791				803
Deferred tax asset, net			3,462				3,479
Long-term deferred contract charges			221				—
Deposits and other			243				243
Total assets		$	11,455			$	10,986
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade		$	797			$	774
Accrued expenses			836				1,109
Deferred rent			34				32
Deferred revenues			428				65
Total current liabilities			2,095				1,980
LONG-TERM LIABILITIES
Convertible notes			1,567				1,562
Deferred rent, net of current portion			424				433
Deferred revenues, net of current portion			2,399				670
Other long-term liabilities			48				42
Total liabilities			6,533				4,687
SHAREHOLDERS' EQUITY
Common stock, $.01 par value; authorized 26,000,000
shares; issued 22,190,515 and 22,166,674 shares, respectively;
outstanding 15,071,311 and 15,047,470 shares, respectively			222				222
Additional paid-in capital			33,343				33,206
Accumulated deficit			(4,007	)			(2,493	)
Treasury stock at cost
Shares in treasury: 7,119,204			(24,636	)			(24,636	)
Total shareholders' equity			4,922				6,299
Total liabilities and shareholders' equity		$	11,455			$	10,986

RAVE RESTAURANT GROUP, INC.
ADJUSTED EBITDA
(In thousands)
		Three Months Ended
		September 23,				September 24,
		2018				2017
Net income (loss)		$	108			$	(356	)
Interest expense			25				68
Income taxes			50				12
Depreciation and amortization			139				314
EBITDA		$	322			$	38
Stock compensation expense			101				10
Pre-opening costs			—				115
(Gain)/Loss on sale/disposal of assets			(4	)			2
Impairment of long-lived assets and other lease charges			15				148
Discontinued operations, excluding taxes			—				227
Closed and non-operating store costs			22				136
Adjusted EBITDA		$	456			$	676

RAVE RESTAURANT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
		Three Months Ended
		September 23,				September 24,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)		$	108			$	(356	)
Adjustments to reconcile net inome/(loss) to cash
provided by (used in) operating activities:
Impairment of fixed assets and other assets			—				148
Stock compensation expense			101				10
Depreciation and amortization			129				304
Amortization of intangible assets definite-lived			10				10
Amortization of debt issue costs			5				11
Gain/loss on the sale of assets			(4	)			2
Provision for bad debt			24				124
Changes in operating assets and liabilities:
Accounts receivable			296				529
Inventories			—				(12	)
Prepaid expenses, deposits and other, net			(79	)			(194	)
Deferred revenue			234				(534	)
Accounts payable - trade			23				(907	)
Deferred tax assets			17				—
Accrued expenses, deferred rent and other			(274	)			(183	)
Cash provided by (used in) operating activities			590				(1,048	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets			4				—
Purchase of intangible assets definite-lived			—				(7	)
Capital expenditures			(10	)			(363	)
Cash used in investing activities			(6	)			(370	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock			36				4,943
Cash provided by financing activities			36				4,943
Net increase in cash and cash equivalents			620				3,525
Cash and cash equivalents, beginning of period			1,386				451
Cash and cash equivalents, end of period		$	2,006			$	3,976
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest		$	2			$	—
Income taxes		$	4			$	—
Non-cash activities:
Capital expenditures included in accounts payable		$	—			$	164
Conversion of notes to equity		$	—			$	—