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 September 30, 2019.
|
Rave Restaurant Group, Inc.
|
||
Date: September 30, 2019
|
By:
|
/s/ ROBERT W. BAFUNDO
|
Robert W. Bafundo
|
||
President
|
||
(Principal Executive Officer)
|
• |
Total revenue increased to $3.1 million for the fourth quarter of fiscal 2019 compared to $2.8 million for the same period of the prior year.
|
• |
RAVE total comparable store domestic retail sales decreased 0.7% in the fourth quarter of fiscal 2019 compared to the same period of the prior year.
|
• |
Pizza Inn domestic comparable store retail sales increased 2.2% in the fourth quarter of fiscal 2019 compared to the same period of the prior year, while total Pizza Inn domestic retail sales increased 0.8%.
|
• |
Pie Five comparable store retail sales decreased 7.3% in the fourth quarter of fiscal 2019 compared to the same period of the prior year, while total system-wide Pie Five retail sales decreased 22.1% primarily due to a decrease in
average units open during the quarter.
|
• |
The Company recorded a net loss of $0.8 million for the fourth quarter of fiscal 2019 compared to net income of $3.3 million for the same period of the prior year.
|
• |
The Company maintained its valuation allowance against net deferred tax assets in the fourth quarter of fiscal 2019 compared to a partial reversal in the same period of the prior year that resulted in a $3.3 million tax benefit.
|
• |
On a fully diluted basis, the Company had a net loss of $0.05 per share for the fourth quarter of fiscal 2019 compared to net income of $0.21 per share for the same period of the prior year.
|
• |
Adjusted EBITDA of a $0.3 million loss for the fourth quarter of fiscal 2019 decreased $0.6 million from the same period of the prior year.
|
• |
Cash and cash equivalents increased to $2.3 million as of the end of the fourth quarter of fiscal 2019, a $0.3 million increase during the quarter.
|
• |
Pizza Inn domestic unit count including PIE finished at 155.
|
• |
Pizza Inn international unit count finished at 48.
|
• |
Pie Five domestic unit count finished at 58.
|
• |
RAVE fiscal 2019 total comparable store retail sales increased 0.5% compared to fiscal 2018.
|
• |
Pizza Inn fiscal 2019 domestic comparable store retail sales increased 2.6% from the prior year, while total domestic retail sales increased 1.8%.
|
• |
Pie Five fiscal 2019 comparable store retail sales decreased 4.4% from the prior year, while total system-wide retail sales decreased 14.6%.
|
• |
Total consolidated revenue decreased 18.5% in fiscal 2019 to $12.3 million.
|
• |
Net income decreased by $2.7 million to a net loss of $0.8 million for fiscal 2019 compared to net income of $1.9 million in the prior year.
|
• |
The Company maintained its valuation allowance against net deferred tax assets in fiscal 2019 compared to a partial reversal in the prior year that resulted in a $3.3 million tax benefit.
|
• |
On a fully diluted basis, the Company reported a net loss of $0.05 per share in fiscal 2019 compared to net income of $0.13 per share in the prior year.
|
• |
Adjusted EBITDA of $1.2 million for fiscal 2019 was a $0.6 million increase from the prior year.
|
• |
Domestic Pizza Inn units increased by two during the year bringing domestic total units open at the end of the 2019 fiscal year to 155.
|
• |
International Pizza Inn units decreased by ten during the year bringing the international total units open at the end of the 2019 fiscal year to 48.
|
• |
Pie Five units open at the end of the 2019 fiscal year was 58.
|
• |
Fiscal years 2019 and 2018 included 53 weeks and 52 weeks, respectively. In order to reflect comparable 53 week periods, the Company has included the first week of fiscal 2019 in both annual periods in the presentation of total retail
sales and comparable store retail sales.
|
Date:
|
Monday, September 30, 2019
|
Time:
|
4:30 p.m. Central Standard Time
|
Dial-In #:
|
1-844-492-3725 U.S. & Canada
|
1-412-317-5108 International
|
Fiscal Year Ended
|
||||||||
June 30,
|
June 24,
|
|||||||
2019
|
2018
|
|||||||
REVENUES:
|
$
|
12,319
|
$
|
15,120
|
||||
COSTS AND EXPENSES:
|
||||||||
Cost of sales
|
1,120
|
3,654
|
||||||
General and administrative expenses
|
5,274
|
7,597
|
||||||
Franchise expenses
|
3,778
|
2,645
|
||||||
Pre-opening expenses
|
-
|
114
|
||||||
Loss/(gain) on sale of assets
|
(551
|
)
|
(144
|
)
|
||||
Impairment of long-lived assets and other lease charges
|
1,664
|
894
|
||||||
Bad debt
|
1,265
|
351
|
||||||
Interest expense
|
104
|
183
|
||||||
Depreciation and amortization expense
|
466
|
874
|
||||||
Total costs and expenses
|
13,120
|
16,168
|
||||||
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES
|
(801
|
)
|
(1,048
|
)
|
||||
Income tax benefit
|
(51
|
)
|
(3,322
|
)
|
||||
INCOME / (LOSS) FROM CONTINUING OPERATIONS
|
(750
|
)
|
2,274
|
|||||
Loss from discontinued operations, net of taxes
|
-
|
(362
|
)
|
|||||
NET INCOME / (LOSS)
|
$
|
(750
|
)
|
$
|
1,912
|
|||
INCOME / (LOSS) PER SHARE OF COMMON STOCK - BASIC:
|
||||||||
Income / (loss) from continuing operations
|
$
|
(0.05
|
)
|
$
|
0.17
|
|||
Loss from discontinued operations
|
-
|
(0.03
|
)
|
|||||
Net income / (loss)
|
$
|
(0.05
|
)
|
$
|
0.14
|
|||
INCOME / (LOSS) PER SHARE OF COMMON STOCK - DILUTED:
|
||||||||
Income / (loss) from continuing operations
|
$
|
(0.05
|
)
|
$
|
0.16
|
|||
Loss from discontinued operations
|
-
|
(0.03
|
)
|
|||||
Net income / (loss)
|
$
|
(0.05
|
)
|
$
|
0.13
|
|||
Weighted average common shares outstanding - basic
|
15,070
|
13,854
|
||||||
Weighted average common and potential dilutive common shares outstanding
|
15,070
|
14,983
|
June 30,
2019
|
June 24,
2018
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
2,264
|
$
|
1,386
|
||||
Accounts receivable, less allowance for bad debts of $209 and $158, respectively
|
1,191
|
1,518
|
||||||
Other receivable
|
-
|
300
|
||||||
Notes receivable, less allowance of bad debt of $916 and $0, respectively
|
389
|
712
|
||||||
Inventories
|
7
|
6
|
||||||
Income tax receivable
|
4
|
5
|
||||||
Property held for sale
|
231
|
539
|
||||||
Deferred contract charges
|
38
|
-
|
||||||
Prepaid expenses and other
|
346
|
273
|
||||||
Total current assets
|
4,470
|
4,739
|
||||||
LONG-TERM ASSETS
|
||||||||
Property, plant and equipment, net
|
500
|
1,510
|
||||||
Intangible assets definite-lived, net
|
196
|
212
|
||||||
Long-term notes receivable
|
735
|
803
|
||||||
Deferred tax asset, net
|
4,060
|
3,479
|
||||||
Long-term deferred contract charges
|
232
|
-
|
||||||
Deposits and other
|
233
|
243
|
||||||
Total assets
|
$
|
10,426
|
$
|
10,986
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable - trade
|
$
|
400
|
$
|
421
|
||||
Accounts payable - lease termination impairments
|
832
|
353
|
||||||
Accrued expenses
|
834
|
1,109
|
||||||
Deferred rent
|
37
|
32
|
||||||
Deferred revenues
|
275
|
65
|
||||||
Total current liabilities
|
2,378
|
1,980
|
||||||
LONG-TERM LIABILITIES
|
||||||||
Convertible notes
|
1,584
|
1,562
|
||||||
Deferred rent, net of current portion
|
397
|
433
|
||||||
Deferred revenues, net of current portion
|
1,561
|
670
|
||||||
Other long-term liabilities
|
72
|
42
|
||||||
Total liabilities
|
5,992
|
4,687
|
||||||
COMMITMENTS AND CONTINGENCIES (SEE NOTE 3)
|
||||||||
SHAREHOLDERS’ EQUITY
|
||||||||
Common stock, $.01 par value; authorized 26,000,000 shares; issued 22,208,141 and 22,166,674 shares, respectively; outstanding 15,090,837 and 15,047,470 shares,
respectively
|
222
|
222
|
||||||
Additional paid-in capital
|
33,327
|
33,206
|
||||||
Accumulated deficit
|
(4,483
|
)
|
(2,493
|
)
|
||||
Treasury stock at cost
|
||||||||
Shares in treasury: 7,117,304 and 7,119,204, respectively
|
(24,632
|
)
|
(24,636
|
)
|
||||
Total shareholders’ equity
|
4,434
|
6,299
|
||||||
Total liabilities and shareholders’ equity
|
$
|
10,426
|
$
|
10,986
|
Fiscal Year Ended
|
||||||||
June 30,
|
June 24,
|
|||||||
2019
|
2018
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income / (loss)
|
$
|
(750
|
)
|
$
|
1,912
|
|||
Adjustments to reconcile net income/(loss) to cash provided by (used in) operating activities:
|
||||||||
Impairment of fixed assets and other assets
|
1,664
|
894
|
||||||
Stock compensation expense
|
36
|
115
|
||||||
Depreciation and amortization
|
423
|
835
|
||||||
Amortization of intangible assets definite-lived
|
43
|
39
|
||||||
Amortization of debt issue costs
|
22
|
35
|
||||||
Gain on the sale of assets
|
(551
|
)
|
(144
|
)
|
||||
Provision for bad debt (accounts receivable)
|
349
|
351
|
||||||
Provision for bad debt (notes receivable)
|
916
|
-
|
||||||
Deferred tax benefit
|
(198
|
)
|
(3,479
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
226
|
908
|
||||||
Operating notes receivable
|
50
|
-
|
||||||
Inventories
|
(1
|
)
|
73
|
|||||
Prepaid expenses, deposits and other, net
|
(446
|
)
|
25
|
|||||
Deferred contract charges
|
(270
|
)
|
-
|
|||||
Deferred revenue
|
(139
|
)
|
(767
|
)
|
||||
Accounts payable - trade
|
(21
|
)
|
(4,241
|
)
|
||||
Accounts payable - lease termination impairments
|
(418
|
)
|
-
|
|||||
Accrued expenses, deferred rent and other
|
(276
|
)
|
(458
|
)
|
||||
Cash provided by (used in) operating activities
|
659
|
(3,902
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Payments received on notes receivable issued for fixed asset sales
|
201
|
-
|
||||||
Proceeds from sale of assets
|
11
|
1,789
|
||||||
Capital expenditures
|
(81
|
)
|
(1,081
|
)
|
||||
Cash provided by investing activities
|
131
|
708
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from sale of stock
|
88
|
5,129
|
||||||
Net change in other debt
|
-
|
(1,000
|
)
|
|||||
Cash provided by financing activities
|
88
|
4,129
|
||||||
Net increase in cash and cash equivalents
|
878
|
935
|
||||||
Cash and cash equivalents, beginning of period
|
1,386
|
451
|
||||||
Cash and cash equivalents, end of period
|
$
|
2,264
|
$
|
1,386
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
CASH PAID FOR:
|
||||||||
Interest
|
$
|
72
|
$
|
187
|
||||
Income taxes
|
$
|
168
|
$
|
64
|
||||
|
||||||||
Non-cash activities:
|
||||||||
Conversion of note to common shares
|
$
|
4
|
$
|
1,314
|
||||
Notes receivable issued for sales of fixed assets
|
$
|
654
|
$
|
-
|
||||
Capital expenditures included in accounts payable
|
$
|
-
|
$
|
49
|
Fiscal Year Ended
|
||||||||
June 30,
|
June 24,
|
|||||||
2019
|
2018
|
|||||||
Net income / (loss)
|
$
|
(750
|
)
|
$
|
1,912
|
|||
Interest expense
|
104
|
183
|
||||||
Income taxes
|
(51
|
)
|
(3,322
|
)
|
||||
Income taxes - discontinued ops
|
-
|
(60
|
)
|
|||||
Depreciation and amortization
|
466
|
874
|
||||||
EBITDA
|
$
|
(231
|
)
|
$
|
(413
|
)
|
||
Stock compensation expense
|
36
|
115
|
||||||
Pre-opening costs
|
-
|
114
|
||||||
(Gain) / loss on sale/disposal of assets
|
(538
|
)
|
(144
|
)
|
||||
Impairment of long-lived assets and other lease charges
|
1,664
|
894
|
||||||
Discontinued operations, excluding taxes
|
-
|
422
|
||||||
Closed and non-operating store costs
|
238
|
(369
|
)
|
|||||
Adjusted EBITDA
|
$
|
1,169
|
$
|
619
|