RAVE RESTAURANT GROUP, INC. - Quarter Report: 2019 September (Form 10-Q)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
| ☑ |
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended September 29, 2019
| ☐ |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Commission File Number: 0-12919
RAVE RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
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Missouri
|
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45-3189287
|
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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3551 Plano Parkway
The Colony, Texas 75056
(Address of principal executive offices)
(469) 384-5000
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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RAVE
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Nasdaq Capital Market
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☑
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Smaller reporting company ☑
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Emerging growth company ☐
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of November 11, 2019, 15,131,930 shares of the issuer’s common stock were outstanding.
RAVE RESTAURANT GROUP, INC.
Index
PART I. FINANCIAL INFORMATION
|
Item 1.
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Financial Statements
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Page
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|
| 3 | |||
| 4 | |||
| 5 |
|||
| 6 |
|||
| 7 | |||
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Item 2.
|
17 | ||
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Item 3.
|
26 | ||
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Item 4.
|
26 |
PART II. OTHER INFORMATION
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Item 1.
|
27
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||
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Item 1A.
|
27
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||
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Item 2.
|
27
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||
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Item 3.
|
27
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||
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Item 4.
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27
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||
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Item 5.
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27
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||
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Item 6.
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28
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||
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29
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||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RAVE RESTAURANT GROUP, INC.
(In thousands, except per share amounts)
(Unaudited)
|
Three Months Ended
|
||||||||
|
September 29,
2019
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September 23,
2018
|
|||||||
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REVENUES:
|
$
|
2,876
|
$
|
2,991
|
||||
|
COSTS AND EXPENSES:
|
||||||||
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Cost of sales
|
134
|
159
|
||||||
|
General and administrative expenses
|
1,363
|
1,414
|
||||||
|
Franchise expenses
|
866
|
1,061
|
||||||
|
Gain on sale of assets
|
(11
|
)
|
(4
|
)
|
||||
|
Impairment of long-lived assets and other lease charges
|
148
|
15
|
||||||
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Bad debt
|
(8
|
)
|
24
|
|||||
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Interest expense
|
27
|
25
|
||||||
|
Depreciation and amortization expense
|
47
|
139
|
||||||
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Total costs and expenses
|
2,566
|
2,833
|
||||||
|
INCOME BEFORE TAXES
|
310
|
158
|
||||||
|
Income tax expense
|
73
|
50
|
||||||
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NET INCOME
|
$
|
237
|
$
|
108
|
||||
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INCOME PER SHARE OF COMMON STOCK - BASIC:
|
$
|
0.02
|
$
|
0.01
|
||||
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INCOME PER SHARE OF COMMON STOCK - DILUTED:
|
$
|
0.02
|
$
|
0.01
|
||||
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Weighted average common shares outstanding - basic
|
15,106
|
15,064
|
||||||
|
|
||||||||
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Weighted average common and potential dilutive common shares outstanding
|
15,924
|
15,897
|
||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
(In thousands, except share amounts)
|
(Unaudited)
|
||||||||
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September 29,
2019
|
June 30,
2019
|
|||||||
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ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
2,421
|
$
|
2,264
|
||||
|
Accounts receivable, less allowance for bad debts of $203 and $209, respectively
|
927
|
1,191
|
||||||
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Notes receivable, less allowance for bad debt of $916 and $916, respectively
|
596
|
389
|
||||||
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Inventories
|
6
|
7
|
||||||
|
Income tax receivable
|
4
|
4
|
||||||
|
Property held for sale
|
231
|
231
|
||||||
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Deferred contract charges
|
267
|
38
|
||||||
|
Prepaid expenses and other
|
300
|
346
|
||||||
|
Total current assets
|
4,752
|
4,470
|
||||||
|
LONG-TERM ASSETS
|
||||||||
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Property, plant and equipment, net
|
482
|
500
|
||||||
|
Operating lease right of use asset, net
|
3,313
|
-
|
||||||
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Intangible assets definite-lived, net
|
184
|
196
|
||||||
|
Long-term notes receivable
|
484
|
735
|
||||||
|
Deferred tax asset, net
|
3,989
|
4,060
|
||||||
|
Long-term deferred contract charges
|
-
|
232
|
||||||
|
Deposits and other
|
234
|
233
|
||||||
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Total assets
|
$
|
13,438
|
$
|
10,426
|
||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
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CURRENT LIABILITIES
|
||||||||
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Accounts payable - trade
|
$
|
290
|
$
|
400
|
||||
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Accounts payable - lease termination impairments
|
607
|
832
|
||||||
|
Accrued expenses
|
762
|
834
|
||||||
|
Deferred rent
|
-
|
37
|
||||||
|
Operating lease liability, current
|
531
|
-
|
||||||
|
Deferred revenues
|
266
|
275
|
||||||
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Total current liabilities
|
2,456
|
2,378
|
||||||
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LONG-TERM LIABILITIES
|
||||||||
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Convertible notes
|
1,529
|
1,584
|
||||||
|
Deferred rent, net of current portion
|
-
|
397
|
||||||
|
Operating lease liability, net of current portion
|
3,224
|
-
|
||||||
|
Deferred revenues, net of current portion
|
1,445
|
1,561
|
||||||
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Other long-term liabilities
|
51
|
72
|
||||||
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Total liabilities
|
8,705
|
5,992
|
||||||
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COMMITMENTS AND CONTINGENCIES (SEE NOTE 4)
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||||||||
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SHAREHOLDERS’ EQUITY
|
||||||||
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Common stock, $.01 par value; authorized 26,000,000 shares; issued 22,208,141 and 22,208,141 shares, respectively; outstanding 15,122,887 and 15,090,837 shares,
respectively
|
222
|
222
|
||||||
|
Additional paid-in capital
|
33,294
|
33,327
|
||||||
|
Accumulated deficit
|
(4,246
|
)
|
(4,483
|
)
|
||||
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Treasury stock at cost
|
||||||||
|
Shares in treasury: 7,085,254 and 7,117,304, respectively
|
(24,537
|
)
|
(24,632
|
)
|
||||
|
Total shareholders’ equity
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4,733
|
4,434
|
||||||
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Total liabilities and shareholders’ equity
|
$
|
13,438
|
$
|
10,426
|
||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
(In thousands)
(Unaudited)
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
|
||||||||||||||||||||||||||
|
Common Stock
|
Treasury Stock
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
|
Balance, June 24, 2018
|
22,167
|
$
|
222
|
$
|
33,206
|
$
|
(2,493
|
)
|
(7,119
|
)
|
$
|
(24,636
|
)
|
$
|
6,299
|
|||||||||||||
|
ASC 606 Cumulative Adjustment
|
(1,622
|
)
|
(1,622
|
)
|
||||||||||||||||||||||||
|
Stock compensation expense
|
-
|
-
|
101
|
-
|
-
|
-
|
101
|
|||||||||||||||||||||
|
Issuance of common stock
|
24
|
-
|
36
|
-
|
-
|
-
|
36
|
|||||||||||||||||||||
|
Net income
|
-
|
-
|
-
|
108
|
-
|
108
|
||||||||||||||||||||||
|
Balance, September 23, 2018
|
22,191
|
$
|
222
|
$
|
33,343
|
$
|
(4,007
|
)
|
(7,119
|
)
|
$
|
(24,636
|
)
|
$
|
4,922
|
|||||||||||||
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
|
|
Total
|
||||||||||||||||||||||||
|
Common Stock
|
Treasury Stock
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
|
Balance, June 30, 2019
|
22,208
|
$
|
222
|
$
|
33,327
|
$
|
(4,483
|
)
|
(7,117
|
)
|
$
|
(24,632
|
)
|
$
|
4,434
|
|||||||||||||
|
Conversion of senior notes, net
|
-
|
-
|
(31
|
)
|
-
|
32
|
95
|
64
|
||||||||||||||||||||
|
Equity issue costs - ATM Offering
|
-
|
-
|
(2
|
)
|
-
|
-
|
-
|
(2
|
)
|
|||||||||||||||||||
|
Net Income
|
-
|
-
|
-
|
237
|
-
|
-
|
237
|
|||||||||||||||||||||
|
Balance, September 29, 2019
|
22,208
|
$
|
222
|
$
|
33,294
|
$
|
(4,246
|
)
|
(7,085
|
)
|
$
|
(24,537
|
)
|
$
|
4,733
|
|||||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
(In thousands)
(Unaudited)
|
Three Months Ended
|
||||||||
|
September 29,
2019
|
September 23,
2018
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income
|
$
|
237
|
$
|
108
|
||||
|
Adjustments to reconcile net income to cash provided by operating activities:
|
||||||||
|
Impairment of fixed assets and other assets
|
148
|
-
|
||||||
|
Stock compensation expense
|
-
|
101
|
||||||
|
Depreciation and amortization
|
35
|
129
|
||||||
|
Amortization of operating lease asset
|
115
|
-
|
||||||
|
Amortization of intangible assets definite-lived
|
12
|
10
|
||||||
|
Amortization of debt issue costs
|
9
|
5
|
||||||
|
Gain on the sale of assets
|
(11
|
)
|
(4
|
)
|
||||
|
Provision for bad debt
|
(8
|
)
|
24
|
|||||
|
Deferred income tax
|
71
|
17
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
272
|
296
|
||||||
|
Inventories
|
1
|
-
|
||||||
|
Prepaid expenses, deposits and other, net
|
44
|
(79
|
)
|
|||||
|
Deferred revenue
|
(122
|
)
|
234
|
|||||
|
Accounts payable - trade
|
(110
|
)
|
23
|
|||||
|
Accounts payable - lease termination impairments
|
(373
|
)
|
-
|
|||||
|
Operating lease liability
|
(120
|
)
|
-
|
|||||
|
Accrued expenses, deferred rent and other
|
(68
|
)
|
(274
|
)
|
||||
|
Cash provided by operating activities
|
132
|
590
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Payments received on notes receivable issued for fixed asset sales
|
44
|
-
|
||||||
|
Proceeds from sale of assets
|
-
|
4
|
||||||
|
Purchase of property, plant and equipment
|
(17
|
)
|
(10
|
)
|
||||
|
Cash provided by (used in) investing activities
|
27
|
(6
|
)
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from sale of stock
|
-
|
36
|
||||||
|
Equity issuance costs
|
(2
|
)
|
-
|
|||||
|
Cash provided by (used in) financing activities
|
(2
|
)
|
36
|
|||||
|
Net increase in cash and cash equivalents
|
157
|
620
|
||||||
|
Cash and cash equivalents, beginning of period
|
2,264
|
1,386
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
2,421
|
$
|
2,006
|
||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
CASH PAID FOR:
|
||||||||
|
Interest
|
$
|
2
|
$
|
2
|
||||
|
Income taxes
|
$
|
1
|
$
|
4
|
||||
|
Non-cash activities:
|
||||||||
|
Conversion of notes to common shares
|
$
|
64
|
$
|
-
|
||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
The accompanying condensed consolidated financial statements of Rave Restaurant Group, Inc. (the “Company”) have been prepared without audit pursuant to the rules and regulations of the Securities
and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should
be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results
of operations for the interim periods reflected. Except as noted, all adjustments are of a normal recurring nature. Results of operations for the fiscal periods presented are not necessarily indicative of fiscal year-end results.
|
(1)
|
Summary of Significant Accounting Policies
|
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All appropriate intercompany balances and transactions have been
eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Fiscal Quarters
The three month periods ended September 29, 2019 and September 23, 2018 each contained 13 weeks.
Use of Management Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make estimates and
assumptions that affect its reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. The Company bases its estimates on historical experience and other various assumptions that it believes are
reasonable under the circumstances. Estimates and assumptions are reviewed periodically, and actual results could differ materially from estimates.
Revenue Recognition
Revenue is measured based on consideration specified in contracts with customers and excludes incentives and amounts collected on behalf of third parties, primarily sales tax. The Company
recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing
transaction, that are collected by the Company from a customer, are excluded from revenue.
The following describes principal activities, separated by major product or service, from which the Company generates its revenues:
Restaurant Sales
Revenue from restaurant sales is recognized when food and beverage products are sold in Company-owned restaurants. The Company reports revenue net of sales taxes collected from customers and
remitted to governmental taxing authorities.
Franchise Revenues
Franchise revenues consist of 1) franchise royalties, 2) supplier and distributor incentive revenues, 3) franchise license fees, 4) area development exclusivity fees and foreign master license
fees, 5) advertising funds, and 6) supplier convention funds.
Franchise royalties, which are based on a percentage of franchise restaurant sales, are recognized as sales occur.
Supplier and distributor incentive revenues are recognized when title to the underlying commodities transfer.
Franchise license fees are typically billed upon execution of the franchise agreement and amortized over the term of the franchise agreement which can range from five to 20 years. Fees received for
renewal periods are amortized over the life of the renewal period.
Area development exclusivity fees and foreign master license fees are typically billed upon execution of the area development and foreign master license agreements. Area development exclusivity
fees are included in deferred revenue in the Condensed Consolidated Balance Sheets and allocated on a pro rata basis to all stores opened under that specific development agreement. Area development exclusivity fees that include rights to
subfranchise are amortized as revenue over the term of the contract.
Advertising fund contributions for Pie Five units represent contributions collected where we have control over the activities of the fund. Contributions are based on a percentage of net retail
sales. The adoption of Topic 606 revises the determination of whether these arrangements are considered principal versus agent. For Pie Five, we have determined that we are the principal in these arrangements, and advertising fund contributions and
expenditures are, therefore, reported on a gross basis in the Condensed Consolidated Statements of Income. In general, we expect such advertising fund contributions and expenditures to be largely offsetting and, therefore, do not expect a
significant impact on our reported income before income taxes. Our obligation related to these funds is to develop and conduct advertising activities. Pie Five marketing fund contributions are billed and collected weekly.
Supplier convention funds are deferred until the obligations of the agreement are met and the event takes place.
Total revenues consist of the following (in thousands):
|
Three Months Ended
|
||||||||
|
September 29,
2019 |
September 23,
2018 |
|||||||
|
Restaurant Sales
|
$
|
108
|
$
|
114
|
||||
|
Franchise Royalties
|
1,108
|
1,277
|
||||||
|
Supplier and Distributor Incentive Revenues
|
1,023
|
1,109
|
||||||
|
Supplier Convention Funds
|
215
|
216
|
||||||
|
Franchise License Fees
|
211
|
53
|
||||||
|
Advertising Funds
|
152
|
193
|
||||||
|
Rental Income
|
41
|
-
|
||||||
|
Area Development Fees and Foreign Master License Fees
|
7
|
19
|
||||||
|
Other
|
11
|
10
|
||||||
|
$
|
2,876
|
$
|
2,991
|
|||||
Stock-Based Compensation
The Company accounts for stock options using the fair value recognition provisions of the authoritative guidance on share-based payments. The Company uses the Black-Scholes formula to estimate the
value of stock-based compensation for options granted to employees and directors and expects to continue to use this acceptable option valuation model in the future. The authoritative guidance also requires the benefits of tax deductions in excess
of recognized compensation cost to be reported as a financing cash flow.
Compensation cost for restricted stock units (“RSU’s”) is measured as an amount equal to the fair value of the RSU’s on the date of grant and is expensed over the vesting period if achievement of
the performance criteria is deemed probable, with the amount of the expense recognized based on the best estimate of the ultimate achievement level.
|
(2)
|
Adoption of ASU 2014-09, “Revenue from Contracts with Customers”
|
The Company adopted ASU 2014-09 and Topic 606 using the modified retrospective transition method effective June 25, 2018. A cumulative effect adjustment of $1.6
million was recorded as a reduction to retained earnings as of June 25, 2018 to reflect the impact of adopting Topic 606.
The adoption of Topic 606 did not impact the recognition and reporting of our two largest sources of revenue: franchise royalties and supplier and distributor incentives. The items impacted by the
adoption includes the timing of franchise and development revenue recognition and the presentation of advertising funds and supplier convention contributions.
Cumulative adjustment from adoption
As noted above, an after-tax reduction of $1.6 million was recorded to retained earnings to reflect the cumulative impact of adopting Topic 606. This was comprised of $1.3 million related to
domestic franchise and renewal fees, $0.2 million related to domestic area development fees and $0.3 million related to international development and franchise master license fees partially offset by $0.2 million in deferral of contract-related
expenses.
|
(3)
|
Adoption of ASC 842, “Leases”
|
In February 2016, FASB issued Accounting Standards Codification 842, Leases (“ASC 842”) which requires an entity to recognize a right of use asset and lease liability for all leases. Classification
of leases as either a finance or operating lease determines the recognition, measurement and presentation of expenses.
The new standard was effective for the Company in the first quarter of fiscal 2020 and was adopted using a modified retrospective approach with the date of initial application on July 1, 2019.
Consequently, upon transition, the Company recognized a right of use asset (or operating lease right-of-use asset) and a lease liability.
The Company applied the following practical expedients as provided in the standards update which provide elections to:
| ● |
not apply the recognition requirements to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option);
|
| ● |
not reassess whether a contract contains a lease, lease classification and initial direct costs; and
|
| ● |
not reassess certain land easements in existence prior to July 1, 2019.
|
Through the implementation process, the Company evaluated each of its lease arrangements and enhanced its systems to track and calculate additional information required upon adoption of this standards update. The
adoption had an impact to the Condensed Consolidated Balance Sheet as of July 1, 2019 relating to the recognition of right of use assets and operating lease liabilities for operating leases which represented approximately a 30% change to total
assets and a 64% change to total liabilities. The impact of adoption of this new standards update is as follows (in thousands):
|
July 1,
2019
|
||||||||||||
|
Adoption
|
Reclassification (1)
|
Total Adjustment
|
||||||||||
|
Balance Sheet:
|
||||||||||||
|
Operating lease right of use assets
|
$
|
3,428
|
$
|
434
|
$
|
3,862
|
||||||
|
Operating lease liabilities - current
|
528
|
528
|
||||||||||
|
Operating lease liabilities - long-term
|
3,347
|
3,347
|
||||||||||
(1) As of June 30, 2019, the Company had $132 thousand recorded within deferred rent for lease incentives incurred at the inception of the affected leases and $302 thousand in deferred rent tenant
improvements. Upon adoption of the new standards update, these lease incentives were included within the lease liability.
Adoption of the new standard did not materially impact the Condensed Consolidated Statements of Operations, Cash Flows or Shareholders’ Equity.
Leases
The Company determines if an arrangement is a lease at inception of the arrangement. To the extent that it can be determined that an arrangement represents a lease, it is classified as either an
operating lease or a finance lease. The Company does not currently have any finance leases. The Company capitalizes operating leases on the Condensed Consolidated Balance Sheets through a right of use asset and a corresponding lease liability.
Right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Short-term leases that have an initial term of
one year or less are not capitalized but are disclosed below. Short-term lease costs exclude expenses related to leases with a lease term of one month or less.
Operating lease right of use assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. In addition to the
present value of lease payments, the operating lease right of use asset also includes any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred. Lease expense for operating lease
payments is recognized on a straight-line basis over the lease term.
Nature of Leases
The Company leases certain office space, restaurant space, and information technology equipment under non-cancelable leases to support its operations. A more detailed description of significant
lease types is included below.
Office Agreements
The Company rents office space from third parties for its corporate location. Office agreements are typically structured with non-cancelable terms of one to 10 years. The Company has concluded that
its office agreements represent operating leases with a lease term that equals the primary non-cancelable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. As a result, enforceable
rights and obligations do not exist under the rental agreements subsequent to the primary term.
Restaurant Space Agreements
The Company rents restaurant space from third parties for its Company-owned restaurants. Restaurant space agreements are typically structured with non-cancelable terms of one to 10 years. The
Company has concluded that its office agreements represent operating leases with a lease term that equals the primary non-cancelable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. As
a result, enforceable rights and obligations do not exist under the rental agreements subsequent to the primary term.
The Company also subleases some of its restaurant space to third parties. The Company’s two subleases have terms that end in 2023 and 2025. The sublease agreements are noncancelable through the end of the term and both
parties have substantive rights to terminate the lease when the term is complete. Sublease agreements are not capitalized and are recorded as rental income in the period that rent is received.
Information Technology Equipment
The Company rents information technology equipment, primarily printers and copiers, from a third party for its corporate office location. Information technology equipment agreements are typically
structured with non-cancelable terms of one to five years. The Company has concluded that its information technology equipment commitments are operating leases.
Discount Rate
Leases typically do not provide an implicit rate. Accordingly, the Company is required to use incremental borrowing rate in determining the present value of lease payments based on the information
available at commencement date. The Company’s incremental borrowing rate reflects the estimated rate of interest that it would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic
environment. The Company uses the implicit rate in the limited circumstances in which that rate is readily determinable.
Lease Guarantees
The Company has guaranteed the financial responsibilities of certain franchised store leases. These guaranteed leases are not considered operating leases because the Company does not have the right
to control the underlying asset. If the franchisee abandons the lease and fails to meet the lease’s financial obligations, the lessor may assign the lease to the Company for the remainder of the term. If the Company does not expect to assign the
abandoned lease to a new franchisee within 12 months, the lease will be considered an operating lease and a right-of-use asset and liability will be recognized.
Practical Expedients and Accounting Policy Elections Certain lease agreements include lease and non-lease components. For all existing asset classes with multiple component types, the Company has
utilized the practical expedient that exempts it from separating lease components from non-lease components. Accordingly, the Company accounts for the lease and non-lease components in an arrangement as a single lease component.
In addition, for all existing asset classes, the Company has made an accounting policy election not to apply the lease recognition requirements to short-term leases (that is, a lease that, at
commencement, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise). Accordingly, we recognize lease payments related to our short-term leases in
our statement of operations on a straight-line basis over the lease term which has not changed from our prior recognition. To the extent that there are variable lease payments, we recognize those payments in our statement of operations in the
period in which the obligation for those payments is incurred.
The components of total lease expense for the three months ended September 29, 2019, the majority of which is included in general and administrative expense, are as follows (in thousands):
|
Three Months Ended
|
||||
|
September 29,
2019
|
||||
|
Operating lease cost
|
$
|
153
|
||
|
Sublease income
|
(41
|
)
|
||
|
Total lease expense, net of sublease income
|
$
|
112
|
||
Supplemental cash flow information related to operating leases is included in the table below (in thousands):
|
Three Months Ended
|
||||
|
September 29,
2019
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities
|
158
|
|||
Supplemental balance sheet information related to operating leases is included in the table below (in thousands):
|
September 29,
2019 |
||||
|
Operating lease right of use assets
|
$
|
3,313
|
||
|
Accrued liabilities - current
|
531
|
|||
|
Operating lease liabilities - long-term
|
3,224
|
|||
Weighted average remaining lease term and weighted average discount rate for operating leases are as follows:
|
September 29,
2019
|
||||
|
Weighted average remaining lease term
|
7 years
|
|||
|
Weighted average discount rate
|
4.0
|
%
|
||
Lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands):
|
Operating Leases
|
||||
|
Remainder of fiscal year 2020
|
$
|
470
|
||
|
2021
|
641
|
|||
|
2022
|
654
|
|||
|
2023
|
664
|
|||
|
2024
|
571
|
|||
|
Thereafter
|
1,294
|
|||
|
Total lease payments
|
$
|
4,294
|
||
|
Less imputed interest
|
(539
|
)
|
||
|
Total lease liability
|
$
|
3,755
|
||
|
(4)
|
Stock Purchase Plan
|
On May 23, 2007, the Company’s board of directors approved a stock purchase plan (the “2007 Stock Purchase Plan”) authorizing the purchase on our behalf of up to 1,016,000 shares of our common
stock in the open market or in privately negotiated transactions. On June 2, 2008, the Company’s board of directors amended the 2007 Stock Purchase Plan to increase the number of shares of common stock the Company may repurchase by 1,000,000 shares
to a total of 2,016,000 shares. On April 22, 2009 the Company’s board of directors amended the 2007 Stock Purchase Plan again to increase the number of shares of common stock the Company may repurchase by 1,000,000 shares to a total of 3,016,000
shares. The 2007 Stock Purchase Plan does not have an expiration date. There were no stock purchases in the fiscal quarters ended September 29, 2019 or September 23, 2018.
|
(5)
|
Commitments and Contingencies
|
The Company is subject to various claims and contingencies related to employment agreements, franchise disputes, lawsuits, taxes, food product purchase contracts and other matters arising out of
the normal course of business. Management believes that any such claims and actions currently pending are either covered by insurance or would not have a material adverse effect on the Company’s annual results of operations or financial condition
if decided in a manner that is unfavorable to the Company.
|
(6)
|
Stock-Based Compensation
|
Stock Options:
For the fiscal quarters ended September 29, 2019 and September 23, 2018, the Company did not recognize any stock-based compensation expense related to stock options. As of September 29, 2019, there
was no unamortized stock-based compensation expense related to stock options.
The following table summarizes the number of shares of the Company’s common stock subject to outstanding stock options:
|
Three Months Ended
|
||||||||
|
September 29,
2019
|
September 23,
2018
|
|||||||
|
Shares
|
Shares
|
|||||||
|
Outstanding at beginning of year
|
216,550
|
478,056
|
||||||
|
Granted
|
-
|
-
|
||||||
|
Exercised
|
-
|
-
|
||||||
|
Forfeited/Canceled/Expired
|
-
|
(100,000
|
)
|
|||||
|
Outstanding at end of period
|
216,550
|
378,056
|
||||||
|
Exercisable at end of period
|
216,550
|
378,056
|
||||||
Restricted Stock Units:
For the fiscal quarter ended September 29, 2019, the Company had no stock-based compensation expense related to RSU’s compared to $0.1 million in the same period of the prior
year. As of September 29, 2019, unamortized stock-based compensation expense related to RSU’s was $0.1 million.
A summary of the status of restricted stock units as of September 29, 2019, and changes during the fiscal quarter then ended is presented below:
|
Number of Restricted Stock Units
|
||||
|
Unvested at June 30, 2019
|
155,106
|
|||
|
Granted
|
-
|
|||
|
Vested
|
-
|
|||
|
Forfeited
|
-
|
|||
|
Unvested at September 29, 2019
|
155,106
|
|||
|
(7)
|
Earnings per Share (EPS)
|
The following table shows the reconciliation of the numerator and denominator of the basic EPS calculation to the numerator and denominator of the diluted EPS calculation (in
thousands, except per share amounts).
|
Three Months Ended
|
||||||||
|
September 29,
2019
|
September 23,
2018
|
|||||||
|
Net income available to common stockholders
|
$
|
237
|
$
|
108
|
||||
|
Interest saved on convertible notes of $1,630 at 4%
|
$
|
16
|
$
|
17
|
||||
|
Adjusted net income
|
$
|
253
|
$
|
125
|
||||
|
BASIC:
|
||||||||
|
Weighted average common shares
|
15,106
|
15,064
|
||||||
|
Net income per common share
|
$
|
0.02
|
$
|
0.01
|
||||
|
DILUTED:
|
||||||||
|
Weighted average common shares
|
15,106
|
15,064
|
||||||
|
Convertible notes
|
815
|
833
|
||||||
|
Dilutive stock options
|
3
|
-
|
||||||
|
Weighted average common shares outstanding
|
15,924
|
15,897
|
||||||
|
Net income per common share
|
$
|
0.02
|
$
|
0.01
|
||||
For the three months ended September 29, 2019, options to purchase 216,550 shares of common stock at exercise prices from $2.71 to $13.11 were excluded from the computation of diluted EPS because
their inclusion would have been anti-dilutive.
For the three months ended September 23, 2018, options to purchase 378,056 shares of common stock at exercise prices ranging from $1.55 to $13.11 were excluded from the
computation of diluted EPS because their inclusion would have been anti-dilutive.
|
(8)
|
Income Taxes
|
For the three months ended September 29, 2019, the Company recorded an income tax expense of $73 thousand calculated at a rate consistent with the 21% statutory U.S. federal rate. Income tax
expense consisted of $3 thousand in current state taxes, $65 thousand in deferred federal taxes and $5 thousand in deferred state taxes. The Company anticipates utilizing net operating loss carryforwards to offset any federal taxes.
The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and
tax planning strategies. In assessing the need for the valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets. Future sources of taxable income are also
considered in determining the amount of the recorded valuation allowance.
As of September 29, 2019, the Company had $6.4 million of deferred tax assets and a valuation allowance of $2.4 million. The Company determined it was not appropriate to increase or decrease the
valuation allowance. However, the Company will continue to review the need for an adjustment to the valuation allowance.
|
(9)
|
Segment Reporting
|
The Company has three reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about
Segments of an Enterprise and Related Information: (1) Pizza Inn Franchising, (2) Pie Five Franchising and (3) Company-Owned Restaurants. These segments are a result of differences in the nature of the products and services sold. Corporate
administration costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of non-recurring items.
The Pizza Inn and Pie Five Franchising segments establish franchisees, licensees and territorial rights. Revenue for this segment is derived from franchise royalties, franchise
fees, sale of area development and foreign master license rights and incentive payments from third party suppliers and distributors. Assets for this segment include equipment, furniture and fixtures.
The Company-Owned Restaurant segment includes sales and operating results for all Company-owned restaurants. Assets for this segment include equipment, furniture and fixtures for
the Company-owned restaurants.
Corporate administration and other assets primarily include cash and short-term investments, as well as furniture and fixtures located at the corporate office and trademarks and
other intangible assets. All assets are located within the United States.
Summarized in the following table are net sales and operating revenues, depreciation and amortization expense, income before taxes, capital expenditures and assets for the Company’s reportable
segments as of the three months ended September 29, 2019 and September 23, 2018 (in thousands):
|
Three Months Ended
|
||||||||
|
September 29,
2019
|
September 23,
2018
|
|||||||
|
Net sales and operating revenues:
|
||||||||
|
Pizza Inn Franchising
|
$
|
1,864
|
$
|
1,904
|
||||
|
Pie Five Franchising
|
852
|
963
|
||||||
|
Company-Owned Restaurants
|
108
|
114
|
||||||
|
Corporate administration and other
|
52
|
10
|
||||||
|
Consolidated revenues
|
$
|
2,876
|
$
|
2,991
|
||||
|
Depreciation and amortization:
|
||||||||
|
Pizza Inn Franchising
|
$
|
-
|
$
|
-
|
||||
|
Pie Five Franchising
|
-
|
-
|
||||||
|
Company-Owned Restaurants
|
-
|
31
|
||||||
|
Combined
|
-
|
31
|
||||||
|
Corporate administration and other
|
47
|
108
|
||||||
|
Depreciation and amortization
|
$
|
47
|
$
|
139
|
||||
|
Income before taxes:
|
||||||||
|
Pizza Inn Franchising
|
$
|
1,412
|
$
|
1,347
|
||||
|
Pie Five Franchising
|
438
|
459
|
||||||
|
Company-Owned Restaurants
|
(203
|
)
|
(129
|
)
|
||||
|
Combined
|
1,647
|
1,677
|
||||||
|
Corporate administration and other
|
(1,337
|
)
|
(1,519
|
)
|
||||
|
Income before taxes
|
$
|
310
|
$
|
158
|
||||
|
Geographic information (revenues):
|
||||||||
|
United States
|
$
|
2,817
|
$
|
2,894
|
||||
|
Foreign countries
|
59
|
97
|
||||||
|
Consolidated total
|
$
|
2,876
|
$
|
2,991
|
||||
The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes appearing elsewhere in this Quarterly Report on Form
10-Q and in our Annual Report on Form 10-K for the year ended June 30, 2019 and may contain certain forward-looking statements that are based on current management expectations. Generally, verbs in the future tense and the words “believe,”
“expect,” “anticipate,” “estimate,” “intends,” “opinion,” “potential” and similar expressions identify forward-looking statements. Forward-looking statements in this report include, without limitation, statements relating to our business
objectives, our customers and franchisees, our liquidity and capital resources, and the impact of our historical and potential business strategies on our business, financial condition, and operating results. Our actual results could differ
materially from our expectations. Further information concerning our business, including additional factors that could cause actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q,
are set forth in our Annual Report on Form 10-K for the year ended June 30, 2019. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The
forward-looking statements contained herein speak only as of the date of this Quarterly Report on Form 10-Q and, except as may be required by applicable law, we do not undertake, and specifically disclaim any obligation to, publicly update or
revise such statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Results of Operations
Overview
Rave Restaurant Group, Inc., through its subsidiaries (collectively, the “Company” or “we,” “us” or “our”) operates and franchises pizza buffet (“Buffet Units”),
delivery/carry-out (“Delco Units”) and express (“Express Units”) restaurants under the trademark “Pizza Inn” and operates and franchises fast casual pizza restaurants (“Pie Five Units”) under the trademarks “Pie Five Pizza Company” or “Pie Five”.
The Company also licenses Pizza Inn Express, or PIE, kiosks (“PIE Units”) under the trademark “Pizza Inn”. We facilitate food, equipment and supply distribution to our domestic and international system of restaurants through agreements with third
party distributors. At September 29, 2019, Company-owned, franchised and licensed units consisted of the following:
Three Months Ended September 29, 2019
(in thousands, except unit data)
| Pizza Inn |
Pie Five
|
All Concepts
|
||||||||||||||||||||||
|
Ending
Units
|
Retail
Sales
|
Ending
Units
|
Retail
Sales
|
Ending
Units
|
Retail
Sales
|
|||||||||||||||||||
|
Domestic Franchised/Licensed
|
152
|
$
|
21,894
|
55
|
$
|
8,728
|
207
|
$
|
30,622
|
|||||||||||||||
|
Company-Owned
|
-
|
-
|
1
|
108
|
1
|
108
|
||||||||||||||||||
|
Total Domestic Units
|
152
|
$
|
21,894
|
56
|
$
|
8,836
|
208
|
$
|
30,730
|
|||||||||||||||
|
International Franchised
|
34
|
-
|
34
|
|||||||||||||||||||||
Domestic units are located in 22 states predominantly situated in the southern half of the United States. International units are located in seven foreign countries.
Basic income per common share improved $0.01 per share to $0.02 per share for the three months ended September 29, 2019, compared to net income of $0.01 per share in the comparable period in the
prior fiscal year. The Company had net income of $0.2 million for the three months ended September 29, 2019 and net income of $0.1 million in the comparable period in the prior fiscal year, on revenues of $2.9 million for the three months ended
September 29, 2019 compared to $3.0 million in the comparable period in the prior fiscal year. The increase in net income from the prior year was primarily due to a decrease in total costs and expenses partially offset by a decrease in total
revenues.
Adjusted EBITDA for the fiscal quarter ended September 29, 2019, decreased $0.1 million compared to the same period of the prior fiscal year. The following table sets forth a reconciliation of net income to Adjusted
EBITDA for the periods shown (in thousands):
|
Three Months Ended
|
||||||||
|
September 29,
2019
|
September 23,
2018
|
|||||||
|
Net income
|
$
|
237
|
$
|
108
|
||||
|
Interest expense
|
27
|
25
|
||||||
|
Income taxes
|
73
|
50
|
||||||
|
Depreciation and amortization
|
47
|
139
|
||||||
|
EBITDA
|
$
|
384
|
$
|
322
|
||||
|
Stock compensation expense
|
-
|
101
|
||||||
|
Gain on sale/disposal of assets
|
(11
|
)
|
(4
|
)
|
||||
|
Impairment of long-lived assets and other lease charges
|
148
|
15
|
||||||
|
Franchisee default and closed store revenue/expense
|
(147
|
)
|
-
|
|||||
|
Closed and non-operating store costs
|
6
|
22
|
||||||
|
Adjusted EBITDA
|
$
|
380
|
$
|
456
|
||||
Pizza Inn Brand Summary
The following tables summarize certain key indicators for the Pizza Inn franchised and licensed domestic units that management believes are useful in evaluating performance.
|
Three Months Ended
|
||||||||
|
September 29,
2019
|
September 23,
2018
|
|||||||
|
Pizza Inn Retail Sales - Total Domestic Units
|
(in thousands, except unit data)
|
|||||||
|
Domestic Units
|
||||||||
|
Buffet Units - Franchised
|
$
|
20,285
|
$
|
20,133
|
||||
|
Delco/Express Units - Franchised
|
1,545
|
1,815
|
||||||
|
PIE Units - Licensed
|
64
|
39
|
||||||
|
Total Domestic Retail Sales
|
$
|
21,894
|
$
|
21,987
|
||||
|
Pizza Inn Comparable Store Retail Sales - Total Domestic
|
21,068
|
20,444
|
||||||
|
Pizza Inn Average Units Open in Period
|
||||||||
|
Domestic Units
|
||||||||
|
Buffet Units - Franchised
|
84
|
88
|
||||||
|
Delco/Express Units - Franchised
|
59
|
61
|
||||||
|
PIE Units - Licensed
|
9
|
3
|
||||||
|
Total Domestic Units
|
152
|
152
|
||||||
Total Pizza Inn domestic retail sales decreased $0.1 million, or 0.4%, for the three months ended September 29, 2019 when compared to the same period of the prior year. Pizza Inn domestic
comparable store retail sales increased by $0.6 million, or 3.1%, for the three months ended September 29, 2019 when compared to the same period of the prior year.
The following chart summarizes Pizza Inn unit activity for the three months ended September 29, 2019:
|
Three Months Ended September 29, 2019
|
||||||||||||||||||||
|
Beginning
Units
|
Opened
|
Concept
Change
|
Closed
|
Ending
Units
|
||||||||||||||||
|
Domestic Units
|
||||||||||||||||||||
|
Buffet Units - Franchised
|
87
|
-
|
-
|
4
|
83
|
|||||||||||||||
|
Delco/Express Units - Franchised
|
59
|
-
|
-
|
1
|
58
|
|||||||||||||||
|
PIE Units - Licensed
|
9
|
2
|
-
|
-
|
11
|
|||||||||||||||
|
Total Domestic Units
|
155
|
2
|
-
|
5
|
152
|
|||||||||||||||
|
International Units (all types)
|
48
|
1
|
-
|
15
|
34
|
|||||||||||||||
|
Total Units
|
203
|
3
|
-
|
20
|
186
|
|||||||||||||||
There was a net decrease of three domestic Pizza Inn units during the three months ended September 29, 2019. There was a net decrease of 14 international Pizza Inn units in the three months ended
September 29, 2019 due to the closure of the Company’s subfranchisee in Saudi Arabia. We believe the decrease in domestic and international unit counts is stabilizing and will begin to increase in future periods.
Pie Five Brand Summary
The following tables summarize certain key indicators for the Pie Five franchised and Company-owned restaurants that management believes are useful in evaluating performance.
|
Three Months Ended
|
||||||||
|
September 29,
2019
|
September 23,
2018
|
|||||||
|
(in thousands, except unit data)
|
||||||||
|
Pie Five Retail Sales - Total Units
|
||||||||
|
Domestic Units - Franchised
|
$
|
8,728
|
$
|
11,529
|
||||
|
Domestic Units - Company-owned
|
108
|
114
|
||||||
|
Total Domestic Retail Sales
|
$
|
8,836
|
$
|
11,643
|
||||
|
Pie Five Comparable Store Retail Sales - Total
|
$
|
8,087
|
$
|
9,214
|
||||
|
Pie Five Average Units Open in Period
|
||||||||
|
Domestic Units - Franchised
|
57
|
71
|
||||||
|
Domestic Units - Company-owned
|
1
|
1
|
||||||
|
Total Domestic Units
|
58
|
72
|
||||||
Pie Five system-wide retail sales decreased $2.8 million, or 24.1%, for the three months ended September 29, 2019 when compared to the same period of the prior year. Compared to the same fiscal
quarter of the prior year, average units open in the period decreased from 72 to 58. Comparable store retail sales decreased by $1.1 million, or 12.2%, during the first quarter of fiscal 2020 compared to the same period of the prior year.
The following chart summarizes Pie Five Unit activity for the three months ended September 29, 2019:
|
Three Months Ended September 29, 2019
|
||||||||||||||||||||
|
Beginning
Units
|
Opened
|
Transfer
|
Closed
|
Ending
Units
|
||||||||||||||||
|
Domestic - Franchised
|
57
|
-
|
-
|
2
|
55
|
|||||||||||||||
|
Domestic - Company-owned
|
1
|
-
|
-
|
-
|
1
|
|||||||||||||||
|
Total Domestic Units
|
58
|
-
|
-
|
2
|
56
|
|||||||||||||||
The net decrease of two Pie Five Units during the three months ended September 29, 2019 was primarily the result of the closure of poor-performing stores. We believe the net closure of Pie Five
units will continue to moderate in the near term and eventually reverse in future periods.
|
Pie Five - Company-Owned Restaurants
|
Three Months Ended
|
|||||||
|
(in thousands, except store weeks and average data)
|
September 29,
|
September 23,
|
||||||
|
2019
|
2018
|
|||||||
|
Store weeks (excluding partial weeks)
|
13
|
13
|
||||||
|
Average weekly sales
|
8,308
|
8,769
|
||||||
|
Average number of units
|
1
|
1
|
||||||
|
Restaurant sales (excluding partial weeks)
|
108
|
114
|
||||||
|
Restaurant sales
|
108
|
114
|
||||||
|
Loss before taxes
|
(203
|
)
|
(129
|
)
|
||||
|
Allocated marketing and advertising expenses
|
5
|
6
|
||||||
|
Depreciation/amortization expense
|
-
|
31
|
||||||
|
Impairment, other lease charges and non-operating store costs
|
154
|
37
|
||||||
|
Restaurant operating cash flow
|
(44
|
)
|
(55
|
)
|
||||
Average weekly sales for Company-owned Pie Five Units decreased $461, or 5.3%, to $8,308 for the three months ended September 29, 2019 compared to $8,769 for the same period of the prior fiscal
year. Company-owned Pie Five restaurant operating cash flow decreased $11 thousand during the first quarter of fiscal 2020 compared to the same period of prior year. Loss before taxes for Company-owned Pie Five stores increased $74 thousand for the
three months ended September 29, 2019 compared to the same period of the prior year. The increased loss was primarily related to impairment of long-lived assets and other lease charges partially offset by decreases in amortization and depreciation
expense and cost of sales.
Non-GAAP Financial Measures and Other Terms
The Company’s financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”). However, the Company also presents and discusses certain non-GAAP
financial measures that it believes are useful to investors as measures of operating performance. Management may also use such non-GAAP financial measures in evaluating the effectiveness of business strategies and for planning and budgeting
purposes. However, these non-GAAP financial measures should not be viewed as an alternative or substitute for the results reflected in the Company’s GAAP financial statements.
We consider EBITDA and Adjusted EBITDA to be important supplemental measures of operating performance that are commonly used by securities analysts, investors and other parties interested in our
industry. We believe that EBITDA is helpful to investors in evaluating our results of operations without the impact of expenses affected by financing methods, accounting methods and the tax environment. We believe that Adjusted EBITDA provides
additional useful information to investors by excluding non-operational or non-recurring expenses to provide a measure of operating performance that is more comparable from period to period. We believe that restaurant operating cash flow is a
useful metric to investors in evaluating the ongoing operating performance of Company-owned restaurants and comparing such store operating performance from period to period. Management also uses these non-GAAP financial measures for evaluating
operating performance, assessing the effectiveness of business strategies, projecting future capital needs, budgeting and other planning purposes.
The following key performance indicators presented herein, some of which represent non-GAAP financial measures, have the meaning and are calculated as follows:
| ● |
“EBITDA” represents earnings before interest, taxes, depreciation and amortization.
|
| ● |
“Adjusted EBITDA” represents earnings before interest, taxes, depreciation and amortization, stock compensation expense, pre-opening expense, gain/loss on sale of assets, costs related to impairment and other lease charges,
discontinued operations, franchisee default and closed store revenue/expense, and closed and non-operating store costs.
|
| ● |
“Retail sales” represents the restaurant sales reported by our franchisees and Company-owned restaurants, which may be segmented by brand or domestic/international locations.
|
| ● |
“System-wide retail sales” represents combined retail sales for franchisee and Company-owned restaurants for a specified brand.
|
| ● |
“Comparable store retail sales” includes the retail sales for restaurants that have been open for at least 18 months as of the end of the reporting period. The sales results for a restaurant that was closed temporarily for remodeling
or relocation within the same trade area are included in the calculation only for the days that the restaurant was open in both periods being compared.
|
| ● |
“Store weeks” represent the total number of full weeks that specified restaurants were open during the period.
|
| ● |
“Average units open” reflects the number of restaurants open during a reporting period weighted by the percentage of the weeks in a reporting period that each restaurant was open.
|
| ● |
“Average weekly sales” for a specified period is calculated as total retail sales (excluding partial weeks) divided by store weeks in the period.
|
| ● |
“Restaurant operating cash flow” represents the pre-tax income earned by Company-owned restaurants before (1) allocated marketing and advertising expenses, (2) depreciation and amortization, (3) pre-opening expenses, (4) operations
management and extraordinary expenses, (5) impairment and other lease charges, and (6) non-operating store costs.
|
| ● |
“Pre-opening expenses” consist primarily of certain costs incurred prior to the opening of a Company-owned restaurant, including: (1) marketing and promotional expenses, (2) accrued rent, and (3) manager salaries, employee payroll
and related training costs.
|
| ● |
“Non-operating store costs” represent gain or loss on asset disposal, store closure expenses, lease termination expenses and expenses related to abandoned store sites.
|
| ● |
“Franchisee default and closed store revenue/expense” represents the net of accelerated revenues and costs attributable to defaulted area development agreements and closed franchised stores.
|
Financial Results
The Company defines its operating segments as Pizza Inn Franchising, Pie Five Franchising and Company-Owned Restaurants. The following is additional business segment information for the three
months ended September 29, 2019 and September 23, 2018 (in thousands):
|
Pizza Inn
Franchising |
Pie Five
Franchising |
Company-Owned
Stores |
Corporate
|
Total
|
||||||||||||||||||||||||||||||||||||
|
Fiscal Year-to-Date
|
Fiscal Year-to-Date
|
Fiscal Year-to-Date
|
Fiscal Year-to-Date
|
Fiscal Year-to-Date
|
||||||||||||||||||||||||||||||||||||
|
September 29,
2019
|
September 23,
2018
|
September 29,
2019
|
September 23,
2018
|
September 29,
2019
|
September 23,
2018
|
September 29,
2019
|
September 23,
2018
|
September 29,
2019
|
September 23,
2018
|
|||||||||||||||||||||||||||||||
|
REVENUES:
|
||||||||||||||||||||||||||||||||||||||||
|
Franchise and license revenues
|
$
|
1,864
|
$
|
1,904
|
$
|
852
|
$
|
963
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
2,716
|
$
|
2,867
|
||||||||||||||||||||
|
Restaurant sales
|
-
|
-
|
-
|
-
|
108
|
114
|
-
|
-
|
108
|
114
|
||||||||||||||||||||||||||||||
|
Rental Income
|
-
|
-
|
-
|
-
|
-
|
-
|
41
|
-
|
41
|
-
|
||||||||||||||||||||||||||||||
|
Interest income and other
|
-
|
-
|
-
|
-
|
-
|
-
|
11
|
10
|
11
|
10
|
||||||||||||||||||||||||||||||
|
Total revenues
|
1,864
|
1,904
|
852
|
963
|
108
|
114
|
52
|
10
|
2,876
|
2,991
|
||||||||||||||||||||||||||||||
|
COSTS AND EXPENSES:
|
||||||||||||||||||||||||||||||||||||||||
|
Cost of sales
|
-
|
-
|
-
|
-
|
134
|
159
|
-
|
-
|
134
|
159
|
||||||||||||||||||||||||||||||
|
General and administrative expenses
|
-
|
-
|
-
|
-
|
29
|
38
|
1,334
|
1,376
|
1,363
|
1,414
|
||||||||||||||||||||||||||||||
|
Franchise expenses
|
452
|
557
|
414
|
504
|
-
|
-
|
-
|
-
|
866
|
1,061
|
||||||||||||||||||||||||||||||
|
Pre-opening expenses
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
Gain on sale of assets
|
-
|
-
|
-
|
-
|
-
|
-
|
(11
|
)
|
(4
|
)
|
(11
|
)
|
(4
|
)
|
||||||||||||||||||||||||||
|
Impairment of long-lived assets and other lease charges
|
-
|
-
|
-
|
-
|
148
|
15
|
-
|
-
|
148
|
15
|
||||||||||||||||||||||||||||||
|
Bad debt
|
-
|
-
|
-
|
-
|
-
|
-
|
(8
|
)
|
24
|
(8
|
)
|
24
|
||||||||||||||||||||||||||||
|
Interest expense
|
-
|
-
|
-
|
-
|
-
|
-
|
27
|
25
|
27
|
25
|
||||||||||||||||||||||||||||||
|
Amortization and depreciation expense
|
-
|
-
|
-
|
-
|
-
|
31
|
47
|
108
|
47
|
139
|
||||||||||||||||||||||||||||||
|
Total costs and expenses
|
452
|
557
|
414
|
504
|
311
|
243
|
1,389
|
1,529
|
2,566
|
2,833
|
||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
INCOME/(LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES
|
$
|
1,412
|
$
|
1,347
|
$
|
438
|
$
|
459
|
$
|
(203
|
)
|
$
|
(129
|
)
|
$
|
(1,337
|
)
|
$
|
(1,519
|
)
|
$
|
310
|
$
|
158
|
||||||||||||||||
Revenues:
Revenues are derived from franchise royalties, franchise fees, supplier incentives, advertising funds and convention funds, and sales by Company-owned restaurants. The volume of supplier incentive
revenues is dependent on the level of chain-wide retail sales, which are impacted by changes in comparable store sales and restaurant count, and the products sold to franchisees through third-party food distributors.
Total revenues for the three month period ended September 29, 2019 and for the same period in the prior fiscal year were $2.9 million and $3.0 million, respectively. The decrease in total revenues
was driven by a reduction in Pie Five franchise and license revenues due to fewer domestic franchise units open during the three month period ended September 29, 2019 as compared to the same period of the prior year.
Pizza Inn Franchise Revenues
Pizza Inn franchise revenues remained stable at $1.9 million for the three month periods ended September 29, 2019 and September 23, 2018.
Pie Five Franchise Revenues
Pie Five franchise revenues decreased by $0.1 million to $0.9 million for the three month period ended September 29, 2019. The decrease was primarily driven by decreases in supplier incentives,
domestic royalties and brand fund revenues due to lower total retail sales, partially offset by increases in default and closed store revenues from defaulted area development agreements.
Restaurant Sales
Restaurant sales, which consist of revenue generated by Company-owned restaurants remained relatively stable at $0.1 million for the three month periods ended September 29, 2019 and September 23,
2018. The $6 thousand decrease was primarily the result of lower average weekly sales.
Costs and Expenses:
Cost of Sales - Total
Total cost of sales, which primarily includes food and supply costs, labor, and general and administrative expenses directly related to Company-owned restaurant sales, decreased to $0.1 thousand
for the three month period ended September 29, 2019 compared to $0.2 million in the three month period ended September 23, 2018. The decrease was primarily the result of decreased food and labor expense.
General and Administrative Expenses
Total general and administrative expenses decreased $51 thousand to $1.4 million for the three month period ended September 29, 2019. The decrease in general and administrative expenses for the
three month period was primarily attributable to a reduction in the number of general and administrative employees at the corporate level.
Franchise Expenses
Franchise expenses include general and administrative expenses directly related to the continuing service of domestic and international franchises. Franchise expenses decreased by $0.1 million in
each of the Pizza Inn and Pie Five segments to a total of $0.9 million for the three month period ended September 29, 2019 compared to $1.1 million for the same period of the prior year. The decrease was primarily related to a reduction in
employees supporting Pizza Inn and Pie Five franchising.
Impairment of Long-lived Assets and Other Lease Charges
Impairment of long-lived assets and other lease charges were $148 thousand for the three month period ended September 29, 2019 compared to $15 thousand for the same period in the prior fiscal year.
For the three month period ended September 29, 2019, these charges related to lease termination expenses.
Bad Debt Expense
The Company monitors franchisee receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to high risk accounts receivable. Bad debt expense decreased $32
thousand for the three month period ended September 29, 2019 as compared to the comparable period in the prior fiscal year.
Interest Expense
Interest expense remained stable in the three month period ended September 29, 2019 compared to the same fiscal quarter of the prior year.
Provision for Income Tax
For the three months ended September 29, 2019, the Company recorded an income tax expense of $73 thousand calculated at a rate consistent with the 21% statutory U.S. federal rate. Income tax
expense consisted of $3 thousand in current state taxes, $65 thousand in deferred federal taxes and $5 thousand in deferred state taxes. The Company anticipates utilizing net operating loss carryforwards to offset any federal taxes.
The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and
tax planning strategies. In assessing the need for the valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets. Future sources of taxable income are also
considered in determining the amount of the recorded valuation allowance.
As of September 29, 2019, the Company had $6.4 million of deferred tax assets and a valuation allowance of $2.4 million. The Company determined it was not appropriate to increase or decrease the
valuation allowance. However, the Company will continue to review the need for an adjustment to the valuation allowance.
Liquidity and Capital Resources
During the three month period ended September 29, 2019, our primary source of liquidity was cash flows from operating activities.
Cash flows from operating activities generally reflect net income or losses adjusted for certain non-cash items including depreciation and amortization, changes in deferred tax assets, share based
compensation, and changes in working capital. Cash provided by operating activities was $0.1 million for the three month period ended September 29, 2019 compared to cash provided of $0.6 million for the three
month period ended September 23, 2018. The primary driver of decreased cash flows during the three month period ended September 29, 2019 was lease termination payments of $0.4 million related to closed Pie Five stores.
Cash flows from investing activities reflect net proceeds from the sale of assets and capital expenditures for the purchase of Company assets. Cash provided by investing activities of $27 thousand
during the three month period ended September 29, 2019 was primarily attributable to $44 thousand in payments received on notes receivable partially offset by capital expenditures of $17 thousand. Cash used by investing activities during the three
month period ended September 23, 2018 of $6 thousand was primarily attributed $10 thousand in capital expenditures for technology partially offset by $4 thousand in proceeds from the sale of assets.
Cash flows from financing activities generally reflect changes in the Company’s stock and debt activity during the period. Net cash used by financing activities was $2 thousand for the three month
period ended September 29, 2019 compared to $36 thousand net cash provided for the three month period ended September 23, 2018. Cash flows from financing activities for the three months ended September 29, 2019 were related to expenses from the
sale of stock. Cash flows from financing activities for the three months ended September 23, 2018 were primarily attributable to at-the-market sales of common stock.
On December 5, 2017, the Company entered into an At Market Issuance Sales Agreement with B. Riley FBR, Inc. (“B. Riley FBR”) pursuant to which the Company may offer and sell
shares of its common stock having an aggregate offering price of up to $5,000,000 from time to time through B. Riley FBR acting as agent (the “2017 ATM Offering”). The 2017 ATM Offering is being undertaken pursuant to Rule 415 and a shelf
Registration Statement on Form S-3 which was declared effective by the SEC on November 6, 2017. Through September 29, 2019, the Company had sold an aggregate of 191,478 shares in the 2017 ATM Offering, realizing aggregate gross proceeds of $0.3
million.
Management believes the cash on hand combined with cash from operations and proceeds from at-the-market sales of common stock under its shelf registration will be sufficient to
fund operations for the next 12 months.
Convertible Notes
On March 3, 2017, the Company completed a registered shareholder rights offering of its 4% Convertible Senior Notes due 2022 (“Notes”). Shareholders exercised subscription rights to purchase all
30,000 of the Notes at the par value of $100 per Note, resulting in gross offering proceeds to the Company of $3.0 million.
The Notes bear interest at the rate of 4% per annum on the principal or par value of $100 per note, payable annually in arrears on February 15 of each year, commencing February 15, 2018. Interest
is payable in cash or, at the Company’s discretion, in shares of Company common stock. The Notes mature on February 15, 2022, at which time all principal and unpaid interest will be payable in cash or, at the Company’s discretion, in shares of
Company common stock. The Notes are secured by a pledge of all outstanding equity securities of our two primary direct operating subsidiaries.
Noteholders may convert their notes to common stock as of the 15th day of any calendar month, unless the Company sooner elects to redeem the notes. The conversion price is $2.00 per share of common
stock. Accrued interest will be paid through the effective date of the conversion in cash or, at the Company’s sole discretion, in shares of Company common stock.
During three month period ended September 29, 2019, $64 thousand in par value of the Notes were converted to common shares. As of September 29, 2019, $1.6 million in par value of the Notes were
outstanding, offset by $0.1 million of unamortized debt issue costs and unamortized debt discounts.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect our reported amounts of assets, liabilities,
revenues, expenses and related disclosure of contingent liabilities. The Company bases its estimates on historical experience and various other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are
reviewed periodically. Actual results could differ materially from estimates.
The Company believes the following critical accounting policies require estimates about the effect of matters that are inherently uncertain, are susceptible to change, and therefore require
subjective judgments. Changes in the estimates and judgments could significantly impact the Company’s results of operations and financial condition in future periods.
Accounts receivable consist primarily of receivables generated from franchise royalties and supplier concessions. The Company records a provision for doubtful receivables to allow for any amounts
which may be unrecoverable based upon an analysis of the Company’s prior collection experience, customer creditworthiness and current economic trends. Actual realization of accounts receivable could differ materially from the Company’s estimates.
The Company reviews long-lived assets for impairment when events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is evaluated based on the
sum of undiscounted estimated future cash flows expected to result from use of the assets compared to their carrying value. If impairment is recognized, the carrying value of an impaired asset is reduced to its fair value, based on discounted
estimated future cash flows.
Franchise revenue consists of income from license fees, royalties, area development and foreign master license agreements, advertising fund revenues, supplier incentive and convention contribution
revenues. Franchise fees, area development and foreign master license agreement fees are amortized into revenue on a straight-line basis over the term of the related contract agreement. Royalties and advertising fund revenues, which are based on a
percentage of franchise retail sales, are recognized as income as retail sales occur. Supplier incentive revenues are recognized as earned, typically as the underlying commodities are shipped.
The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and
tax planning strategies. The Company assesses whether a valuation allowance should be established against its deferred tax assets based on consideration of all available evidence, using a “more likely than not” standard. In assessing the need for a
valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets. In making such assessment, more weight is given to evidence that can be objectively verified, including
recent losses. Future sources of taxable income are also considered in determining the amount of the recorded valuation allowance.
The Company accounts for uncertain tax positions in accordance with ASC 740-10, which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its
financial statements uncertain tax positions that it has taken or expects to take on a tax return. ASC 740-10 requires that a company recognize in its financial statements the impact of tax positions that meet a “more likely than not” threshold,
based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon
ultimate settlement. As of September 29, 2019 and September 23, 2018, the Company had no uncertain tax positions.
The Company assesses its exposures to loss contingencies from legal matters based upon factors such as the current status of the cases and consultations with external counsel and provides for the
exposure by accruing an amount if it is judged to be probable and can be reasonably estimated. If the actual loss from a contingency differs from management’s estimate, operating results could be adversely impacted.
Not required for a smaller reporting company.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that information it is required to disclose in the reports filed or submitted under the Securities Exchange Act of 1934
(the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, have
evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer, or persons performing similar
functions, have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. During the most recent fiscal quarter, there have been
no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to claims and legal actions in the ordinary course of its business. The Company believes that all such claims and actions currently pending against it are either adequately
covered by insurance or would not have a material adverse effect on the Company’s annual results of operations, cash flows or financial condition if decided in a manner that is unfavorable to the Company.
Item 1A. Risk Factors
Not required for a smaller reporting company.
On May 23, 2007, the Company’s board of directors approved a stock purchase plan (the “2007 Stock Purchase Plan”) authorizing the purchase on our behalf of up to 1,016,000 shares of our common
stock in the open market or in privately negotiated transactions. On June 2, 2008, the Company’s board of directors amended the 2007 Stock Purchase Plan to increase the number of shares of common stock the Company may repurchase by 1,000,000 shares
to a total of 2,016,000 shares. On April 22, 2009 the Company’s board of directors amended the 2007 Stock Purchase Plan again to increase the number of shares of common stock the Company may repurchase by 1,000,000 shares to a total of 3,016,000
shares. The 2007 Stock Purchase Plan does not have an expiration date. There were no stock repurchases in the fiscal quarter ended September 29, 2019.
The Company’s ability to repurchase shares of our common stock is subject to various laws, regulations and policies as well as the rules and regulations of the SEC. Subsequent to September 29,
2019, the Company has not repurchased any outstanding shares but may make further repurchases under the 2007 Stock Purchase Plan. The Company may also repurchase shares of our common stock other than pursuant to the 2007 Stock Purchase Plan or
other publicly announced plans or programs.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
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Amended and Restated Articles of Incorporation of Rave Restaurant Group, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 8, 2015).
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Amended and Restated Bylaws of Rave Restaurant Group, Inc. (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed January 8, 2015).
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Indenture for 4% Convertible Senior Notes due 2022 (filed as Exhibit 4.1 to Form S-3/A filed January 6, 2017 and incorporated herein by reference).
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Pledge Agreement (filed as Exhibit 4.2 to Form S-3/A filed January 6, 2017 and incorporated herein by reference).
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Supplemental Indenture Number 1 dated as of October 31, 2017, between Rave Restaurant Group, Inc. and Securities Transfer Corporation (filed as Exhibit 4.1 to Form 8-K filed November 9, 2017 and incorporated
herein by reference).
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Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
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Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
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Section 1350 Certification of Principal Executive Officer.
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Section 1350 Certification of Principal Financial Officer.
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101
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Interactive data files pursuant to Rule 405 of Regulation S-T.
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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 thereunto duly authorized.
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RAVE RESTAURANT GROUP, INC.
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(Registrant)
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By:
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/s/ Brandon L. Solano
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Brandon L. Solano
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Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Mark E. Schwarz
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Mark E. Schwarz
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Director and Chairman of the Board
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(Principal Financial Officer)
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Dated: November 13, 2019
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