|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
| Item 2.02 |
Results of Operations and Financial Condition
|
| Item 9.01 |
Financial Statements and Exhibits
|
| (d) |
Exhibits.
|
|
Rave Restaurant Group, Inc. press release dated September 26, 2024.
|
|
Rave Restaurant Group, Inc.
|
||
|
Date: September 26, 2024
|
By:
|
/s/ JAY D. ROONEY
|
|
Jay D. Rooney
|
||
|
Chief Financial Officer
|
||
|
(principal financial officer)
|
||

| • |
The Company recorded net income of $0.9 million for the fourth quarter of fiscal 2024 compared to net income of $0.6 million for the same period of the prior year.
|
| • |
Income before taxes increased by $0.4 million to $1.2 million for the fourth quarter of fiscal 2024 compared to the same period of the prior year.
|
| • |
Total revenue increased by $0.3 million to $3.4 million for the fourth quarter of fiscal 2024 compared to the same period of the prior year.
|
| • |
Adjusted EBITDA increased by $0.2 million to $1.2 million for the fourth quarter of fiscal 2024 compared to the same period of the prior year.
|
| • |
On a fully diluted basis, net income increased by $0.02 to $0.06 per share for the fourth quarter of fiscal 2024 compared to the same period of the prior year.
|
| • |
Pizza Inn domestic comparable store retail sales decreased 1.5% in the fourth quarter of fiscal 2024 compared to the same period of the prior year.
|
| • |
Pie Five domestic comparable store retail sales decreased 10.6% in the fourth quarter of fiscal 2024 compared to the same period of the prior year.
|
| • |
Cash and cash equivalents were $2.9 million on June 30, 2024.
|
| • |
Short term investments were $4.9 million on June 30, 2024.
|
| • |
Pizza Inn domestic unit count finished the quarter at 105.
|
| • |
Pizza Inn international unit count finished the quarter at 24.
|
| • |
Pie Five domestic unit count finished the quarter at 20.
|
| • |
Net income increased by $0.9 million to $2.5 million in fiscal 2024 compared to net income of $1.6 million for fiscal 2023.
|
| • |
Income before taxes increased by $0.9 million to $3.1 million in fiscal 2024 compared to $2.2 million in fiscal 2023.
|
| • |
Total revenue increased by $0.3 million during fiscal 2024 to $12.2 million at June 30, 2024.
|
| • |
Adjusted EBITDA of $3.2 million for fiscal 2024 was a $0.5 million increase from the prior year.
|
| • |
On a fully diluted basis, the Company reported net income of $0.17 per share in fiscal 2024 compared to $0.10 per share in the prior year.
|
| • |
RAVE total domestic comparable store retail sales increased 1.4% for the year ended June 30, 2024 compared to the same period of the prior year.
|
| • |
Pizza Inn domestic comparable store retail sales increased 2.3% for the year ended June 30, 2024 compared to the same period of the prior year.
|
| • |
Pie Five domestic comparable store retail sales decreased 3.7% for the year ended June 30, 2024 compared to the same period of the prior year.
|
| • |
Fiscal years 2024 and 2023 included 53 weeks and 52 weeks, respectively. In order to reflect comparable 53-week periods, the first week of fiscal 2024 has been included in both periods in the
presentation of retail sales, average units open and comparable store retail sales.
|
| • |
Cash provided by operating activities increased by $0.1 million to $2.7 million in fiscal 2024 compared to $2.6 million in fiscal 2023.
|
| • |
Cash and cash equivalents and short term investments increased $2.5 million during fiscal 2024 to $7.8 million at June 30, 2024.
|
|
Fiscal Year Ended
|
||||||||
|
June 30,
2024
|
June 25,
2023
|
|||||||
|
REVENUES
|
$
|
12,150
|
$
|
11,889
|
||||
|
COSTS AND EXPENSES
|
||||||||
|
General and administrative expenses
|
5,267
|
5,490
|
||||||
|
Franchise expenses
|
3,656
|
3,956
|
||||||
|
Impairment of long-lived assets and other lease charges
|
—
|
5
|
||||||
|
Provision for credit losses
|
69
|
73
|
||||||
|
Interest (income) expense
|
(153
|
)
|
1
|
|||||
|
Depreciation and amortization expense
|
219
|
214
|
||||||
|
Total costs and expenses
|
9,058
|
9,739
|
||||||
|
INCOME BEFORE TAXES
|
3,092
|
2,150
|
||||||
|
Income tax expense
|
(619
|
)
|
(537
|
)
|
||||
|
NET INCOME
|
$
|
2,473
|
$
|
1,613
|
||||
|
INCOME PER SHARE OF COMMON STOCK - BASIC
|
$
|
0.17
|
$
|
0.11
|
||||
|
INCOME PER SHARE OF COMMON STOCK - DILUTED
|
$
|
0.17
|
$
|
0.10
|
||||
|
Weighted average common shares outstanding - basic
|
14,446
|
15,323
|
||||||
|
Weighted average common shares outstanding - diluted
|
14,630
|
15,911
|
||||||
|
June 30,
2024
|
June 25,
2023
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
2,886
|
$
|
5,328
|
||||
|
Short term investments
|
4,945
|
—
|
||||||
|
Accounts receivable, less allowance for credit losses of $57 and $58, respectively
|
1,411
|
1,145
|
||||||
|
Notes receivable, current
|
68
|
105
|
||||||
|
Assets held for sale
|
33
|
19
|
||||||
|
Deferred contract charges, current
|
26
|
33
|
||||||
|
Prepaid expenses and other current assets
|
167
|
204
|
||||||
|
Total current assets
|
9,536
|
6,834
|
||||||
|
LONG-TERM ASSETS
|
||||||||
|
Property and equipment, net
|
182
|
258
|
||||||
|
Operating lease right of use assets, net
|
817
|
1,227
|
||||||
|
Intangible assets definite-lived, net
|
252
|
328
|
||||||
|
Notes receivable, net of current portion
|
79
|
28
|
||||||
|
Deferred tax asset, net
|
4,756
|
5,342
|
||||||
|
Deferred contract charges, net of current portion
|
197
|
220
|
||||||
|
Total assets
|
$
|
15,819
|
$
|
14,237
|
||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable - trade
|
$
|
359
|
$
|
502
|
||||
|
Accrued expenses
|
915
|
890
|
||||||
|
Operating lease liabilities, current
|
402
|
464
|
||||||
|
Deferred revenues, current
|
343
|
342
|
||||||
|
Total current liabilities
|
2,019
|
2,198
|
||||||
|
LONG-TERM LIABILITIES
|
||||||||
|
Operating lease liabilities, net of current portion
|
555
|
958
|
||||||
|
Deferred revenues, net of current portion
|
543
|
690
|
||||||
|
Total liabilities
|
3,117
|
3,846
|
||||||
|
COMMITMENTS AND CONTINGENCIES (SEE NOTE I)
|
||||||||
|
SHAREHOLDERS' EQUITY
|
||||||||
|
Common stock, $0.01 par value; authorized 26,000,000 shares; issued 25,522,171 and 25,090,058 shares, respectively; outstanding 14,586,566
and 14,154,453 shares, respectively
|
255
|
251
|
||||||
|
Additional paid-in capital
|
37,563
|
37,729
|
||||||
|
Retained earnings
|
4,912
|
2,439
|
||||||
|
Treasury stock, at cost
|
||||||||
|
Shares in treasury: 10,935,605 and 10,935,605 respectively
|
(30,028
|
)
|
(30,028
|
)
|
||||
|
Total shareholders' equity
|
12,702
|
10,391
|
||||||
|
Total liabilities and shareholders' equity
|
$
|
15,819
|
$
|
14,237
|
||||
|
Fiscal Year Ended
|
||||||||
|
June 30,
2024
|
June 25,
2023
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income
|
$
|
2,473
|
$
|
1,613
|
||||
|
Adjustments to reconcile net income to cash provided by operating activities:
|
||||||||
|
Amortization of discount on short term investment
|
(50
|
)
|
—
|
|||||
|
Impairment of long-lived assets and other lease charges
|
—
|
5
|
||||||
|
Stock-based compensation expense
|
149
|
345
|
||||||
|
Depreciation and amortization
|
135
|
141
|
||||||
|
Amortization of operating right of use assets
|
410
|
437
|
||||||
|
Amortization of intangible assets definite-lived
|
84
|
73
|
||||||
|
Non cash lease expense
|
46
|
—
|
||||||
|
Provision for credit losses
|
69
|
73
|
||||||
|
Deferred income tax
|
586
|
430
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(335
|
)
|
763
|
|||||
|
Notes receivable
|
(119
|
)
|
28
|
|||||
|
Deferred contract charges
|
30
|
7
|
||||||
|
Prepaid expenses and other current assets
|
37
|
(58
|
)
|
|||||
|
Accounts payable - trade
|
(143
|
)
|
(167
|
)
|
||||
|
Accrued expenses
|
25
|
(272
|
)
|
|||||
|
Operating lease liabilities
|
(511
|
)
|
(490
|
)
|
||||
|
Deferred revenues
|
(146
|
)
|
(299
|
)
|
||||
|
Cash provided by operating activities
|
2,740
|
2,629
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchases of short term investments
|
(10,115
|
)
|
—
|
|||||
|
Maturities of short term investments
|
5,220
|
—
|
||||||
|
Payments received on notes receivable
|
105
|
212
|
||||||
|
Proceeds from sale of assets
|
3
|
7
|
||||||
|
Purchase of intangible assets definite-lived
|
(8
|
)
|
(169
|
)
|
||||
|
Purchase of property and equipment
|
(76
|
)
|
(65
|
)
|
||||
|
Cash used in investing activities
|
(4,871
|
)
|
(15
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Purchase of treasury stock
|
—
|
(4,979
|
)
|
|||||
|
Taxes paid on issuance of restricted stock units
|
(311
|
)
|
—
|
|||||
|
Payments on short term loan
|
—
|
(30
|
)
|
|||||
|
Cash used in financing activities
|
(311
|
)
|
(5,009
|
)
|
||||
|
Net decrease in cash and cash equivalents
|
(2,442
|
)
|
(2,395
|
)
|
||||
|
Cash and cash equivalents, beginning of year
|
5,328
|
7,723
|
||||||
|
Cash and cash equivalents, end of year
|
$
|
2,886
|
$
|
5,328
|
||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
CASH PAID FOR:
|
||||||||
|
Interest
|
$
|
—
|
$
|
1
|
||||
|
Income taxes (net of refunds)
|
$
|
5
|
$
|
87
|
||||
|
Fiscal Year Ended
|
||||||||
|
June 30,
2024
|
June 25,
2023
|
|||||||
|
Net income
|
$
|
2,473
|
$
|
1,613
|
||||
|
Interest (income) expense
|
(153
|
)
|
1
|
|||||
|
Income taxes
|
619
|
537
|
||||||
|
Depreciation and amortization
|
219
|
214
|
||||||
|
EBITDA
|
$
|
3,158
|
$
|
2,365
|
||||
|
Stock-based compensation expense
|
149
|
345
|
||||||
|
Severance
|
5
|
—
|
||||||
|
Impairment of long-lived assets and other lease charges
|
—
|
5
|
||||||
|
Franchisee default and closed store revenue
|
(156
|
)
|
(13
|
)
|
||||
|
Adjusted EBITDA
|
$
|
3,156
|
$
|
2,702
|
||||