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)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
RAVE
|
Nasdaq Capital Market
|
☐
|
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 8, 2019.
|
Rave Restaurant Group, Inc. | ||||
|
|
|
|
|
Date: May 8, 2019
|
By:
|
/s/ SCOTT CRANE |
|
|
|
|
|
Scott Crane |
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
• |
Total revenue increased by $0.4 million to $3.1 million for the third quarter of fiscal 2019 compared to $2.7 million for the same period of the prior year.
|
• |
RAVE total comparable store domestic retail sales increased 1.1% in the third quarter of fiscal 2019 compared to the same period of the prior year.
|
• |
Pizza Inn domestic comparable store retail sales increased 3.3% in the third quarter of fiscal 2019 compared to the same period of the prior year, while total Pizza Inn
domestic retail sales increased 4.3%.
|
• |
Pie Five comparable store retail sales decreased 4.4% in the third quarter of fiscal 2019 compared to the same period of the prior year, while total system-wide Pie Five
retail sales decreased 18.1% primarily due to a decrease in average units open during the quarter.
|
• |
The Company recorded a net loss of $0.3 million for the third quarter of fiscal 2019 compared to a net loss of $0.5 million for the same period of the prior year.
|
• |
On a fully diluted basis, the Company had a net loss of $0.02 per share for the third quarter of fiscal 2019 compared to a net loss of $0.03 per share for the same period
of the prior year.
|
• |
Adjusted EBITDA of $0.4 million for the third quarter of fiscal 2019 increased $0.6 million from the same period of the prior year.
|
• |
Cash and cash equivalents increased to $1.9 million as of the end of the quarter, a $0.5 million increase during the first nine months of the 2019 fiscal year.
|
• |
Pizza Inn domestic unit count including PIE finished at 156
|
• |
Pizza Inn international unit count finished at 48.
|
• |
Pie Five domestic unit count finished at 61.
|
Date: |
Wednesday, May 8, 2019
|
Time: |
5 p.m. Central Standard Time
|
Dial-In #: |
1-844-492-3725 U.S. & Canada
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
March 24,
2019 |
March 25,
2018 |
March 24,
2019 |
March 25,
2018 |
|||||||||||||
REVENUES:
|
$
|
3,070
|
$
|
2,665
|
$
|
9,256
|
$
|
12,294
|
||||||||
COSTS AND EXPENSES:
|
||||||||||||||||
Cost of sales
|
382
|
299
|
715
|
3,441
|
||||||||||||
General and administrative expenses
|
1,569
|
1,698
|
4,623
|
5,809
|
||||||||||||
Franchise expenses
|
888
|
613
|
2,841
|
1,957
|
||||||||||||
Pre-opening expenses
|
-
|
-
|
-
|
114
|
||||||||||||
(Gain)/loss on sale of assets
|
104
|
31
|
(250
|
)
|
(134
|
)
|
||||||||||
Impairment of long-lived assets and other lease charges
|
219
|
70
|
389
|
751
|
||||||||||||
Bad debt
|
16
|
264
|
211
|
477
|
||||||||||||
Interest expense
|
26
|
26
|
77
|
157
|
||||||||||||
Depreciation and amortization expense
|
120
|
133
|
385
|
733
|
||||||||||||
Total costs and expenses
|
3,324
|
3,134
|
8,991
|
13,305
|
||||||||||||
INCOME/(LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES
|
(254
|
)
|
(469
|
)
|
265
|
(1,011
|
)
|
|||||||||
Income tax expense/(benefit)
|
9
|
6
|
188
|
(8
|
)
|
|||||||||||
INCOME/(LOSS) FROM CONTINUING OPERATIONS
|
(263
|
)
|
(475
|
)
|
77
|
(1,003
|
)
|
|||||||||
Loss from discontinued operations, net of taxes
|
-
|
(17
|
)
|
-
|
(422
|
)
|
||||||||||
NET INCOME / (LOSS)
|
$
|
(263
|
)
|
$
|
(492
|
)
|
$
|
77
|
$
|
(1,425
|
)
|
|||||
INCOME / (LOSS) PER SHARE OF COMMON STOCK - BASIC:
|
||||||||||||||||
Income / (loss) from continuing operations
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
0.01
|
$
|
(0.08
|
)
|
|||||
Loss from discontinued operations
|
-
|
-
|
-
|
(0.03
|
)
|
|||||||||||
Net income / (loss)
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
0.01
|
$
|
(0.11
|
)
|
|||||
INCOME / (LOSS) PER SHARE OF COMMON STOCK - DILUTED:
|
||||||||||||||||
Income / (loss) from continuing operations
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
0.01
|
$
|
(0.08
|
)
|
|||||
Loss from discontinued operations
|
-
|
-
|
-
|
(0.03
|
)
|
|||||||||||
Net income / (loss)
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
0.01
|
$
|
(0.11
|
)
|
|||||
Weighted average common shares outstanding - basic
|
15,071
|
14,940
|
15,069
|
13,456
|
||||||||||||
Weighted average common and potential dilutive common shares outstanding
|
15,071
|
14,940
|
15,902
|
13,456
|
March 24,
2019 (Unaudited) |
June 24,
2018 |
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
1,932
|
$
|
1,386
|
||||
Accounts receivable, less allowance for bad debts of $148 and $158, respectively
|
1,514
|
1,518
|
||||||
Other receivable
|
-
|
300
|
||||||
Notes receivable, less allowance of bad debt of $186 and $0, respectively
|
610
|
712
|
||||||
Inventories
|
16
|
6
|
||||||
Income tax receivable
|
-
|
5
|
||||||
Property held for sale
|
271
|
539
|
||||||
Deferred contract charges
|
35
|
-
|
||||||
Prepaid expenses and other
|
485
|
273
|
||||||
Total current assets
|
4,863
|
4,739
|
||||||
LONG-TERM ASSETS
|
||||||||
Property, plant and equipment, net
|
1,219
|
1,510
|
||||||
Intangible assets definite-lived, net
|
207
|
212
|
||||||
Long-term notes receivable
|
1,025
|
803
|
||||||
Deferred tax asset, net
|
3,328
|
3,479
|
||||||
Long-term deferred contract charges
|
208
|
-
|
||||||
Deposits and other
|
232
|
243
|
||||||
Total assets
|
$
|
11,082
|
$
|
10,986
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable - trade
|
$
|
402
|
$
|
421
|
||||
Accounts payable - lease termination impairments
|
566
|
353
|
||||||
Accrued expenses
|
995
|
1,109
|
||||||
Deferred rent
|
37
|
32
|
||||||
Deferred revenues
|
238
|
65
|
||||||
Total current liabilities
|
2,238
|
1,980
|
||||||
LONG-TERM LIABILITIES
|
||||||||
Convertible notes
|
1,581
|
1,562
|
||||||
Deferred rent, net of current portion
|
406
|
433
|
||||||
Deferred revenues, net of current portion
|
1,604
|
670
|
||||||
Other long-term liabilities
|
57
|
42
|
||||||
Total liabilities
|
5,886
|
4,687
|
||||||
COMMITMENTS AND CONTINGENCIES (SEE NOTE 3 WITHIN FORM 10-Q)
|
||||||||
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
|
33,648
|
33,206
|
||||||
Accumulated deficit
|
(4,038
|
)
|
(2,493
|
)
|
||||
Treasury stock at cost
|
||||||||
Shares in treasury: 7,119,204
|
(24,636
|
)
|
(24,636
|
)
|
||||
Total shareholders’ equity
|
5,196
|
6,299
|
||||||
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
11,082
|
$
|
10,986
|
Nine Months Ended
|
||||||||
March 24,
2019 |
March 25,
2018 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income/(loss)
|
$
|
77
|
$
|
(1,425
|
)
|
|||
Adjustments to reconcile net income/(loss) to cash provided by (used in) operating activities:
|
||||||||
Impairment of fixed assets and other assets
|
389
|
751
|
||||||
Stock compensation expense
|
410
|
29
|
||||||
Depreciation and amortization
|
353
|
704
|
||||||
Amortization of intangible assets definite-lived
|
32
|
29
|
||||||
Amortization of debt issue costs
|
19
|
29
|
||||||
Gain/loss on the sale of assets
|
(250
|
)
|
(134
|
)
|
||||
Provision for bad debt (accounts receivable)
|
25
|
477
|
||||||
Provision for bad debt (notes receivable)
|
186
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
202
|
1,127
|
||||||
Inventories
|
(10
|
)
|
66
|
|||||
Prepaid expenses, deposits and other, net
|
(201
|
)
|
(188
|
)
|
||||
Deferred revenue
|
(759
|
)
|
(734
|
)
|
||||
Accounts payable - trade
|
(19
|
)
|
(2,856
|
)
|
||||
Accounts payable - lease termination impairments
|
(64
|
)
|
(1,384
|
)
|
||||
Deferred tax assets
|
151
|
-
|
||||||
Accrued expenses, deferred rent and other
|
(121
|
)
|
(920
|
)
|
||||
Cash provided by (used in) operating activities
|
420
|
(4,429
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Proceeds from sale of assets
|
169
|
1,706
|
||||||
Purchase of intangible assets definite-lived
|
-
|
(9
|
)
|
|||||
Capital expenditures
|
(76
|
)
|
(884
|
)
|
||||
Cash provided by investing activities
|
93
|
813
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from sale of stock
|
36
|
5,144
|
||||||
Expenses from sale of stock
|
(4
|
)
|
-
|
|||||
Net change in other debt
|
-
|
(1,000
|
)
|
|||||
Cash provided by financing activities
|
32
|
4,144
|
||||||
Net increase in cash and cash equivalents
|
545
|
528
|
||||||
Cash and cash equivalents, beginning of period
|
1,386
|
451
|
||||||
Cash and cash equivalents, end of period
|
$
|
1,931
|
$
|
979
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
CASH PAID FOR:
|
||||||||
Interest
|
$
|
71
|
$
|
170
|
||||
Income taxes
|
$
|
145
|
$
|
48
|
||||
Non-cash activities:
|
||||||||
Capital expenditures included in accounts payable
|
$
|
-
|
$
|
81
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
March 24,
2019 |
March 25,
2018 |
March 24,
2019 |
March 25,
2018 |
|||||||||||||
Net income (loss)
|
$
|
(263
|
)
|
$
|
(492
|
)
|
$
|
77
|
$
|
(1,425
|
)
|
|||||
Interest expense
|
26
|
26
|
77
|
157
|
||||||||||||
Income taxes
|
9
|
6
|
188
|
(8
|
)
|
|||||||||||
Depreciation and amortization
|
120
|
133
|
385
|
733
|
||||||||||||
EBITDA
|
$
|
(108
|
)
|
$
|
(327
|
)
|
$
|
727
|
$
|
(543
|
)
|
|||||
Stock compensation expense
|
129
|
10
|
410
|
29
|
||||||||||||
Pre-opening costs
|
-
|
-
|
-
|
114
|
||||||||||||
(Gain) / loss on sale/disposal of assets
|
104
|
31
|
(250
|
)
|
(134
|
)
|
||||||||||
Impairment of long-lived assets and other lease charges
|
219
|
70
|
389
|
751
|
||||||||||||
Discontinued operations, excluding taxes
|
-
|
13
|
-
|
421
|
||||||||||||
Closed and non-operating store costs
|
70
|
(13
|
)
|
151
|
(349
|
)
|
||||||||||
Adjusted EBITDA
|
$
|
414
|
$
|
(216
|
)
|
$
|
1,427
|
$
|
289
|