UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
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Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from _____ to _____.
Commission File Number 0-12919
(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (469 ) 384-5000
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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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes ☐ No ☒
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
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 December 26, 2021, the last business day of the registrant’s most recently completed second fiscal
quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $14.2 million
computed by reference to the price at which the common equity was last sold on the NASDAQ Capital Market.
As of September 16, 2022, there were 16,400,539 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement, to be filed pursuant to Section 14(a) of the
Securities Exchange Act in connection with the registrant’s annual meeting of shareholders scheduled for December 6, 2022, have been incorporated by reference in Part III of this report.
Forward-Looking Statements
This Form 10-K contains certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of
1995, which are intended to be covered by the safe harbors created thereby. Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as
“expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate” or similar expressions. These statements include the plans and objectives of management for future operations, including plans and objectives relating to future growth of our business
activities and availability of funds. Statements that address business and growth strategies, performance goals, projected financial condition and operating results, our understanding of our competition, industry and market trends, and any other
statements or assumptions that are not historical facts are forward-looking statements.
The forward-looking statements included in this Form 10-K are based on current expectations that involve numerous risks and
uncertainties. Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions, regulatory framework and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore,
there can be no assurance that the forward-looking statements included in this Form 10-K will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of such information should not
be regarded as a representation that our objectives and plans will be achieved.
PART I
| ITEM 1. |
BUSINESS.
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General
Rave Restaurant Group, Inc., through its subsidiaries (collectively, the “Company” or “we,” “us” or “our”) franchise pizza buffet (“Buffet Units”), delivery/carry-out (“Delco Units”) and express (“Express Units”) restaurants under the trademark “Pizza Inn” 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.
As of June 26, 2022, we had 150 franchised Pizza Inn restaurants, 31 franchised Pie Five Units, and 9 licensed PIE Units. The 119
domestic franchised Pizza Inn restaurants were comprised of 72 Buffet Units, 10 Delco Units and 37 Express Units. As of June 26, 2022, there were 31 international franchised Pizza Inn restaurants. Domestic Pizza Inn restaurants and kiosks were
located predominantly in the southern half of the United States, with Texas, Arkansas, North Carolina and Mississippi accounting for approximately 23%, 22%, 13% and 9%, respectively, of the total number of domestic units.
Our History
The Company has offered consumers affordable, high quality pizza since 1958, when the first Pizza Inn restaurant opened in Dallas, Texas.
We awarded our first franchise in 1963 and opened our first buffet restaurant in 1969. We began franchising the Pizza Inn brand internationally in the late 1970s. In 1993, our stock began trading on the NASDAQ Stock Market, and presently trades
on the NASDAQ Capital Market under the ticker symbol “RAVE.” In June 2011, we opened the first Pie Five restaurant in Ft. Worth, Texas. In November 2012, we signed our first franchise development agreement for Pie Five. In 2019, we launched the
PIE kiosk and convenience store solution to meet the consumer demand for tasty and high-quality pizzas within a grab-and-go delivery model.
Our Concepts
We operate and franchise restaurant concepts under two distinct brands: Pizza Inn and Pie Five.
Pizza Inn
We franchise Buffet Units, Delco Units and Express Units under the Pizza Inn brand. Additionally, we license PIE Units under the Pizza Inn brand. Buffet Units and Delco Units
feature crusts that are hand-made from dough made fresh in the restaurant each day. Our pizzas are made with a proprietary all-in-one flour mixture, real mozzarella cheese and a proprietary mix of classic pizza spices. In international markets,
the menu mix of toppings and side items is occasionally adapted to local tastes.
Buffet Units offer dine-in, carryout and catering service and, in many cases, also offer delivery service. Buffet Units offer a variety of pizza crusts with
standard toppings and special combinations of toppings in addition to pasta, salad, sandwiches, appetizers, desserts and beverages, including beer and wine in some locations, in an informal, family-oriented atmosphere. We occasionally offer
other items on a limited promotional basis. Buffet Units are generally located in free standing buildings or strip center locations in retail developments near offices, shopping centers and residential areas. The current standard Buffet Units
are between 2,100 and 4,500 square feet in size and seat 120 to 185 customers. The interior decor is designed to promote a casual, lively, contemporary, family-style atmosphere. Some Buffet Units feature game rooms that offer a range of
electronic game entertainment for the entire family.
Delco Units offer delivery and carryout service only and are typically located in shopping centers or other in-line retail developments.
Delco Units typically offer a variety of crusts and some combination of side items. Delco Units occupy approximately 1,200 square feet, are primarily production facilities and, in most instances, do not offer seating. The decor of the Delco Unit
is designed to be bright and highly visible and feature neon lighted displays and awnings. We have attempted to locate Delco Units strategically to facilitate timely delivery service and to provide easy access for carryout service.
Express Units serve our customers through a variety of non-traditional points of sale. Express Units are typically located in a
convenience store, food court, college campus, airport terminal, travel plaza, athletic facility or other commercial facility. They have limited or no seating and solely offer quick carryout service of a limited menu of pizza and other foods and
beverages. An Express Unit typically occupies approximately 200 to 400 square feet and is commonly operated by the operator or food service licensee of the commercial host facility. We have developed a high-quality pre-prepared crust that is
topped and cooked on-site, allowing this concept to offer a lower initial investment and reduced labor and operating costs while maintaining product quality and consistency. Like Delco Units, Express Units are primarily
production-oriented facilities and, therefore, do not require all of the equipment, labor or square footage of the Buffet Unit.
PIE Units serve customers through a non-traditional, licensed pizza-only model called Pizza Inn Express. Like Delco Units and Express Units, the PIE Units are primarily
production-oriented facilities and, therefore, do not require all of the equipment, labor or square footage of the Buffet Unit. The Company does not intend to open additional PIE Units in the foreseeable future.
Pie Five
Pie Five is a fast-casual pizza concept that creates individualized pizzas which are baked in our specially designed oven. Pizzas are created at the direction of our customers who
choose from a variety of freshly prepared and displayed proprietary and non-proprietary toppings, cheeses, sauces and doughs. Customers can also get freshly prepared side salads, also made to order from our recipes or at the customer’s direction.
They can also choose from several baked daily desserts like brownies, cookie pies, and cakes. A variety of soft beverages are available, as well as beer and wine in some locations.
Traditional Pie Five restaurants typically occupy leased, in-line or end-cap space of between 1,800 and 2,400 square feet in retail strip or multi-unit retail space. With seating
for 65 to 85 customers in most units, and patio seating where available, Pie Five restaurants primarily serve lunch and dinner to families, adults and kids of all ages. Pie Five restaurants typically are in high traffic, high visibility urban or
suburban sites in mid to large-size metropolitan areas. Sales are predominantly on-premise though carry out and delivery are offered as well. Due to the relatively compact footprint of the restaurants, and other operating advantages, we believe
Pie Five is also well suited for non-traditional locations such as airports.
Site Selection
We consider the restaurant site selection process critical to a restaurant’s long-term success and devote significant resources to the investigation and evaluation of potential
sites. The site selection process includes a review of trade area demographics using a third-party customer and site selection tool, as well as a proprietary evaluation process. We may also rely on a franchisee’s knowledge of the trade area and
market characteristics when selecting a location for a franchised restaurant. A member of our development team visits each potential domestic restaurant location.
Development and Operations
New Unit Development
We intend to expand the Pizza Inn system domestically and internationally in markets with significant long-term growth potential and where we believe we can use our competitive
strengths to establish brand recognition and gain local market share. We plan to expand our Pizza Inn branded domestic restaurant base primarily through opening new franchised restaurants with new and existing franchisees. We expect to evaluate
the continued development of new Pizza Inn Buffet and Delco Units in international markets in fiscal 2023, particularly in the Middle East.
The Company previously granted area developer rights for Pizza Inn restaurants in existing domestic markets. However, the Company is no longer pursuing such agreements. A Pizza Inn
area developer typically paid a negotiated fee to purchase the right to operate or develop restaurants within a defined territory and agreed to a multi-restaurant development schedule. The area developer assisted us in local franchise service and
quality control in exchange for half of the franchise fees and royalties from all restaurants within the territory during the term of the agreement.
We intend to continue developing franchised Pie Five Units domestically and internationally. The rate at which we will be able to continue to expand the Pie Five concept through
franchise development is determined in part by our success at selecting qualified franchisees, by our ability to identify satisfactory sites in appropriate markets and by our ability to continue training and monitoring our franchisees. We intend to
continue to focus on franchise development opportunities with experienced, well-capitalized, restaurant operators. In addition, we intend to take the brand into international markets.
Domestic Franchise Operations
Franchise and development agreements. Our current standard forms of domestic franchise agreements provide for the following basic terms:
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Pizza Inn
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Pie Five |
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Buffet Unit
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Delco Unit
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Express Unit
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Pie Five Unit
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Franchise fee per unit
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$
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30,000
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$
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10,000
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$
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5,000
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$
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30,000
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Initial franchise term
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20 years
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10 years
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5 years
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10 years
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Renewal period
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10 years
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5 years
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5 years
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5 years
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Royalty rate % of sales
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4
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%
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4
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%
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4
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%
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6
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%
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National ad fund % of sales
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3
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%
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3
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%
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3
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%
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2
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%
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Required total ad spending % of sales
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4
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%
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4
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%
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4
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%
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5
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%
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Since the Pizza Inn concept was first franchised in 1963, industry franchising concepts and development strategies have evolved, and our present franchise relationships are
evidenced by a variety of contractual forms. Common to those forms are provisions that: (i) require the franchisee to follow the Pizza Inn system of restaurant operation and management, (ii) require the franchisee to pay a franchise fee,
contribute a specified percentage of sales to a marketing fund managed by the Company, and pay continuing royalties, and (iii) except for Express Units, prohibit the development of one restaurant within a specified distance from another.
We launched the franchise program for Pie Five in fiscal 2013. Our Pie Five franchise agreement requires that the franchisees: (i) follow the Pie Five system of restaurant
operation and management, (ii) pay a franchise fee and continuing royalties, (iii) contribute a specified percentage of sales to a marketing fund managed by the Company, and (iv) only open restaurants that comply with site and design standards
determined by the Company.
Training. We offer numerous training programs for the benefit of franchisees and their restaurant crew managers. The training programs,
taught by experienced Company employees, focus on food preparation, service, cost control, sanitation, safety, local store marketing, personnel management and other aspects of restaurant operation. The training programs include group classes,
supervised work in restaurants and special field seminars. Initial and certain supplemental training programs are offered free of charge to franchisees, who pay their own travel and lodging expenses. New franchisees also receive on-site training
from Company employees to assist with their first two restaurant openings under their development agreements. Restaurant managers train their staff through on-the-job training, utilizing video and printed materials produced by us.
Standards. We require franchisee adherence to a variety of standards designed to ensure proper operations and to protect and enhance the
Pizza Inn and Pie Five brands. All franchisees are required to operate their restaurants in compliance with these written policies, standards and specifications, which include matters such as menu items, ingredients, materials, supplies, services,
furnishings, decor and signs. Our efforts to maintain consistent operations may result, from time to time, in the closing of certain restaurants that have not achieved and maintained a consistent standard of quality or operations. We also maintain
adherence to our standards through ongoing support and education of our franchisees by our franchise business consultants, who are deployed locally in markets where our franchisees are located.
Domestic Kiosk License Operations
Kiosk license agreements. Our PIE Units are typically offered for five-year initial license periods with options for additional five year
renewals. PIE Unit licensees are not charged development fees, license fees, royalties, or advertising assessments. PIE Unit license agreements require that the licensee comply with standards of the Pizza Inn brand, including marketing, kiosk
system configuration, and sales and sourcing of authorized products and services. The mandated products and sourcing provisions within the PIE Unit licensing agreement result in supplier rebates for the Company.
Training. New licensees and their PIE Unit employees must attend and successfully complete our training program, which consists of a
single day of training at the licensed location. PIE Unit managers train their staff through on-the-job training, utilizing video and printed materials produced by us.
Standards. We require licensee adherence to a variety of standards designed to ensure proper operations and to protect and enhance the
Pizza Inn brand. All licensees are required to operate their kiosks in compliance with these written policies, standards and specifications, which include matters such as menu items, ingredients, materials, supplies, services, furnishings, decor
and signs. Our efforts to maintain consistent operations may result, from time to time, in the closing of certain kiosks that have not achieved and maintained a consistent standard of quality or operations. We also maintain adherence to our
standards through ongoing support and education of our licensees by our franchise business consultants, who are deployed locally in markets where our licensees are located.
Company-Owned Restaurant Operations
As of June 26, 2022, we did not operate any Company-owned restaurants. We presently intend to open and operate Company-owned restaurants in the future.
International Franchise Operations
We also offer master license rights to develop Pizza Inn and Pie Five restaurants in certain foreign countries, with negotiated fees, development schedules and ongoing royalties. A
master licensee for a foreign country pays a negotiated fee to purchase the right to develop and operate restaurants within a defined territory, typically for a term of 20 years, plus a ten-year renewal option. The master licensee agrees to a
multi-restaurant development schedule and we train the master licensee to monitor and assist franchisees in their territory with local service and quality control, with support from us. In return, the master licensee typically retains half the
franchise fees and half the royalties on all restaurants within the territory during the term of the agreement. Master licensees may open restaurants that they own and operate, or they may open sub-franchised restaurants owned and operated by
third parties through agreements with the master licensee, but subject to our approval.
Our first franchised Pizza Inn restaurant outside of the United States opened in the late 1970s. As of June 26, 2022, there were 31 Pizza
Inn restaurants operating internationally. Except for three restaurants in Honduras, all of the Pizza Inn restaurants operated or sub-licensed by our international master licensees are in the United Arab Emirates, Saudi Arabia and adjoining
countries. Our ability to continue to develop select international markets is affected by a number of factors, including our ability to locate experienced, well-capitalized developers who can commit to an aggressive multi-restaurant development
schedule and achieve maximum initial market penetration with minimal supervision by us.
Food and Supply Distribution
Our franchisees and licensees purchase food and supplies directly from authorized, reputable, and experienced supply and distribution companies. The Company provides sourcing,
quality assurance, and research and development for both the Pizza Inn and Pie Five systems. The authorized distributors make deliveries to all domestic units from several distribution centers, with delivery territories and responsibilities for
each determined according to geographical region. As a franchisor, the Company is able to leverage the advantages of direct vendor negotiations and volume purchasing of food, equipment and supplies for the franchisees’ and licensees’ benefit in
the form of a concentrated, one-truck delivery system, competitive pricing and product consistency. Franchisees and licensees are able to source all products and ingredients from authorized distributors. In order to assure product quality and
consistency, our franchisees and licensees are required to purchase from authorized distributors certain food products that are proprietary to the Pizza Inn and Pie Five systems, including cheese, pizza sauce, flour mixture, certain meats and spice
blend. Franchisees and licensees may purchase other non-proprietary food products and supplies either from authorized distributors or from other suppliers who meet our requirements for quality and reliability.
Non-proprietary food and ingredients, equipment and other supplies are generally available from several qualified sources. With the exception of several proprietary food products,
such as cheese and dough flour, we are not dependent upon any one supplier or a limited group of suppliers. We contract with established food processors for the production of our proprietary products according to our specifications.
We have not experienced any significant shortages of supplies or any delays in receiving our food or beverage inventories, restaurant supplies or products, but disruption of supply
chains as a result of COVID-19 or other factors could cause difficulty in obtaining inventories or supplies in the future. Prices charged by our suppliers are subject to fluctuation, and franchisees and licensees bear increased costs or benefit
from savings through changes in product pricing. We do not engage in commodity hedging but enter into pricing arrangements for up to a year in advance for certain high-volume products.
Marketing and Advertising
By communicating a common brand message at the regional, local market and restaurant levels, we believe we can create and reinforce a strong, consistent marketing message to
consumers and increase our market share. We offer or facilitate several ways for the brand image and message to be promoted at the local and regional levels.
Pizza Inn and Pie Five franchisees contribute a specified percentage of their sales to the Company to fund the creation and production of various marketing and advertising programs
and materials, which may include print and digital advertisements, direct mail materials, customer satisfaction systems, social media and e-mail marketing, television and radio commercials, in-store promotional materials, marketing and public
relations services, and consumer research. We anticipate continuing to optimize Pizza Inn and Pie Five marketing activities commensurate with the contributions of the marketing funds.
Pizza Inn and Pie Five franchisees are required to conduct independent marketing efforts in addition to their participation in the national marketing programs for each brand. We
provide franchised restaurants with access to an assortment of local store marketing materials, including pre-approved print, radio, and digital media marketing materials. We also provide local store marketing materials and programs specifically
to support new restaurant openings.
Trademarks and Quality Control
We own various trademarks, including the names “Pizza Inn” and “Pie Five,” that are used in connection with the restaurants and have been registered with the United States Patent
and Trademark Office. The duration of our trademarks is unlimited, subject to periodic renewal and continued use. In addition, we have obtained trademark registrations for our marks in several foreign countries and have periodically re-filed and
applied for registration in others. We believe that we hold the necessary rights for protection of the trademarks essential to our business.
Government Regulation
We and our franchisees are subject to various federal, state and local laws affecting the operation of our restaurants. Each restaurant is subject to licensing and regulation by
several governmental authorities, which include health, safety, sanitation, wage and hour, alcoholic beverage, building and fire agencies in the state and municipality in which the restaurant is located. Difficulties in obtaining, or the failure
to obtain, required licenses or approvals could delay or prevent the opening of a new restaurant or require the temporary or permanent closing of an existing restaurant in a particular area.
We are subject to Federal Trade Commission (“FTC”) regulations and to various state laws regulating the offer and sale of franchises. The FTC requires us to furnish to prospective
franchisees a franchise disclosure document containing prescribed information. Substantive state laws that regulate the franchisor-franchisee relationship presently exist in a number of states, and bills have been introduced in Congress from time
to time that would provide for further federal regulation of the franchisor-franchisee relationship in certain respects. Some foreign countries also have disclosure requirements and other laws regulating franchising and the franchisor-franchisee
relationship.
Employees
As of June 26, 2022, we had 24 employees. None of our employees are currently covered by collective bargaining agreements.
Industry and Competition
The restaurant industry is intensely competitive with respect to price, service, location and food quality, and there are many well-established competitors with substantially
greater brand recognition and financial and other resources than the Company. Competitors include a number of international, national and regional restaurant and pizza chains, as well as local restaurants and pizza operators. Some of our
competitors may be better established in the markets where our restaurants are or may be located. Within the pizza segment of the restaurant industry, we believe that our primary competitors are national pizza chains and several regional chains.
We also compete against the frozen pizza products available at grocery stores and large superstore retailers. In recent years, several competitors have developed fast-casual pizza concepts that compete with Pie Five in certain metropolitan areas.
A change in the pricing or other market strategies of one or more of our competitors could have an adverse impact on our sales and earnings.
With respect to the sale of franchises and licenses, we compete with many franchisors of restaurants and other business concepts. We believe that the principal competitive factors
affecting the sale of franchises are product quality, price, value, consumer acceptance, franchisor experience and support, and the quality of the relationship maintained between the franchisor and its franchisees. In general, there is also active
competition for management personnel and attractive commercial real estate sites suitable for our restaurants.
| ITEM 1A. |
RISK FACTORS.
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Not required for a smaller reporting company.
| ITEM 1B. |
UNRESOLVED STAFF COMMENTS.
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Not applicable.
| ITEM 2. |
PROPERTIES.
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The Company leases its 19,576 square foot corporate office facility with average annual lease payments of approximately $18.00 per square foot. This lease began on January 2, 2017
and has a ten-year term. The Company amended its lease agreement in June 2020 and has elected to defer one-half of the monthly base rent for the period from June 2020 through May 2021.
As of June 26, 2022, the Company had contingent and direct lease obligations for nine additional locations. Two of the lease obligations
have been subleased and seven of the lease obligations have been assigned to franchisees. These leased properties range in size from 2,025 to 3,000 square feet, have annual rental rates ranging from approximately $30.00 to $44.00 per square foot
and expire between 2023 and 2028.
| ITEM 3. |
LEGAL PROCEEDINGS.
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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 4. |
MINE SAFETY DISCLOSURES.
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Not applicable.
PART II
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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The Company’s common stock is listed on the Capital Market of the NASDAQ Stock Market, LLC (“NASDAQ”) under the symbol “RAVE”. As of
September 16, 2022, there were approximately 1,891 stockholders of record of the Company’s common stock.
The Company had no sales of unregistered securities during fiscal 2022 or 2021.
The Company did not pay any dividends on its common stock during the fiscal years ended June 26, 2022 or June 27, 2021. Any determination
to pay cash dividends in the future will be at the discretion of the Company’s board of directors and will be dependent upon the Company’s results of operations, financial condition, capital requirements, contractual restrictions and other factors
deemed relevant. Currently, there is no intention to pay any dividends on our common stock.
2007 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 following table furnishes information for purchases made pursuant to the 2007 Stock Purchase Plan during the fourth quarter of fiscal 2022:
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Period
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Total Number
of Shares
Purchased
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Average Price
Paid Per Share
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Total Number of
Shares Purchased
as Part of Publicly
Announced Plan
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Maximum Number
of Shares that May
Yet Be Purchased
Under the Plan
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03/28/2022 - 04/24/2022
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0
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$
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0
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2,167,575
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848,425
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|||||||||||
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04/25/2022 - 05/29/2022
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0
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0
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2,167,575
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848,425
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||||||||||||
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05/30/2022 - 06/26/2022
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493,474
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1.04
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2,661,049
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354,951
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Total
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493,474
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$
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1.04
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|||||||||||||
On June 28, 2022, 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 5,000,000 shares to a
total of 8,016,000 shares. The 2007 Stock Purchase Plan does not have an expiration date.
The Company’s ability to purchase shares of our common stock is subject to various laws, regulations and policies as well as the rules and
regulations of the Securities and Exchange Commission (the “SEC”). Subsequent to June 26, 2022, the Company has repurchased 1,110,891 outstanding shares for $1.4 million and may make further purchases under the 2007 Stock Purchase Plan. The
Company may also purchase shares of our common stock other than pursuant to the 2007 Stock Purchase Plan or other publicly announced plans or programs.
Equity Compensation Plan Information
The following table furnishes information with respect to the Company’s stock option equity compensation plans as of June 26, 2022:
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Plan Category
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Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
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Weighted average
exercise price of
outstanding options,
warrants, and rights
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Number of securities
remaining available for
future issuance under
equity compensation plans (1)
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Stock option compensation plans approved by security holders
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111,750
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$
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6.67
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1,583,603
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Stock option compensation plans not approved by security holders
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–
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–
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–
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Total
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111,750
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$
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6.67
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1,583,603
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||||||||
| (1) |
Securities remaining available for future issuance under the 2015 Long Term Incentive Program are net of a maximum of 1,328,531 shares of common stock issuable pursuant to outstanding restricted stock units, subject to applicable vesting
requirements and performance criteria. See Note I to the audited consolidated financial statements included in this report.
|
| ITEM 6. |
Reserved
|
| ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes appearing elsewhere in this Annual
Report on Form 10-K and may contain certain forward-looking statements. See “Forward-Looking Statements.”
Overview
The Company franchises pizza buffet (“Buffet Units”), delivery/carry-out (“Delco Units”) and express (“Express Units”) restaurants under
the trademark “Pizza Inn” 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 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 June 26, 2022, Company-owned and franchised restaurants consisted of the
following (in thousands, except unit data):
Fiscal Year Ended June 26, 2022
(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
|
128
|
$
|
87,977
|
31
|
$
|
20,311
|
159
|
$
|
108,288
|
|||||||||||||||
|
Company-Owned
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||
|
Total Domestic Units
|
128
|
$
|
87,977
|
31
|
$
|
20,311
|
159
|
$
|
108,288
|
|||||||||||||||
|
International Franchised
|
31
|
–
|
31
|
|||||||||||||||||||||
The domestic units were located in 18 states predominately situated in the southern half of the United States. The international restaurants were located in seven foreign
countries.
The following table summarizes domestic comparable store retail sales for the Company.
|
52 Weeks Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
(in thousands)
|
||||||||
|
Pizza Inn Domestic Comparable Store Retail Sales
|
$
|
83,680
|
$
|
67,097
|
||||
|
Pie Five Domestic Comparable Store Retail Sales
|
19,018
|
16,243
|
||||||
|
Total Rave Comparable Store Retail Sales
|
$
|
102,698
|
$
|
83,340
|
||||
Basic and diluted net income per common share increased $0.36 to net income of $0.45 per
share for fiscal 2022 compared to a net income of $0.09 per share in the prior fiscal year. Net income increased $6.5 million to net income of $8.0 million for fiscal 2022 compared to a net income of $1.5 million for the prior fiscal year on
revenues of $10.7 million for fiscal 2022 as compared to $8.6 million in fiscal 2021.
Adjusted EBITDA for the fiscal year ended June 26, 2022, improved to $2.8 million compared to $2.0 million for the prior fiscal year.
The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods shown (in thousands):
|
Fiscal Year Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Net income
|
$
|
8,022
|
$
|
1,520
|
||||
|
Interest expense
|
61
|
92
|
||||||
|
Income taxes
|
(5,657
|
)
|
(29
|
)
|
||||
|
Depreciation and amortization
|
187
|
167
|
||||||
|
EBITDA
|
$
|
2,613
|
$
|
1,750
|
||||
|
Stock compensation expense
|
169
|
80
|
||||||
|
Severance
|
53
|
23
|
||||||
|
Gain on sale of assets
|
—
|
(10
|
)
|
|||||
|
Impairment of long-lived assets and other lease charges
|
6
|
21
|
||||||
|
Franchisee default and closed store revenue
|
(38
|
)
|
(170
|
)
|
||||
|
Closed and non-operating store costs
|
3
|
271
|
||||||
|
Adjusted EBITDA
|
$
|
2,806
|
$
|
1,965
|
||||
Results of operations for the fiscal years 2022 and 2021 both included 52 weeks.
COVID-19 Pandemic
On March 11, 2020, the World Health Organization declared the outbreak of novel coronavirus (COVID-19) as a pandemic, and the disease spread rapidly throughout the United States
and the world. Federal, state and local responses to the COVID-19 pandemic, as well as our internal efforts to protect customers, franchisees and employees, severely disrupted our business operations. Most of the domestic Pizza Inn buffet
restaurants and Pie Five restaurants are in areas that were for varying periods subject to “shelter-in-place” and social distancing restrictions prohibiting in-store sales and, therefore, were limited to carry-out and/or delivery orders. In some
areas, these restrictions limited non-essential movement outside the home, which discouraged or even precluded carry-out orders. Further, the COVID-19 pandemic precipitated significant job losses and a national economic downturn that impacted the
demand for restaurant food service. Although most of our domestic restaurants continued to operate under these conditions, we have experienced temporary closures from time to time during the pandemic. In most cases, in-store dining has now
resumed subject to seating capacity limitations, social distancing protocols, and enhanced cleaning and disinfecting practices.
The COVID-19 pandemic has resulted in dramatically reduced aggregate in-store retail sales at Buffet Units and Pie Five Units, modestly offset by increased aggregate carry-out and
delivery sales. The decreased aggregate retail sales have correspondingly decreased supplier rebates and franchise royalties payable to the Company.
We expect that Buffet Units and Pie Five Units will continue to be subject to capacity restrictions for some time as social distancing protocols remain in place. Additionally, an
outbreak or perceived outbreak of COVID-19 connected to restaurant dining could cause negative publicity directed at any of our brands and cause customers to avoid our restaurants. We cannot predict how long the pandemic will last or whether it
will reoccur, what additional restrictions may be enacted, to what extent off-premises dining will continue, or if individuals will be comfortable returning to our Buffet Units and Pie Five Units. Any of these changes could materially adversely
affect the Company’s future financial performance. However, the ultimate impact of COVID-19 on our future results of operations and liquidity cannot presently be predicted.
Pizza Inn Brand Summary
The following tables summarize certain key indicators for the Pizza Inn franchised and licensed domestic restaurants that management believes are useful in evaluating performance.
|
52 Weeks Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Pizza Inn Retail Sales - Total Domestic Units
|
(in thousands, except unit data)
|
|||||||
|
Domestic Units
|
||||||||
|
Buffet Units - Franchised
|
$
|
81,546
|
$
|
63,776
|
||||
|
Delco/Express Units - Franchised
|
6,198
|
6,053
|
||||||
|
PIE Units - Licensed
|
233
|
244
|
||||||
|
Total Domestic Retail Sales
|
$
|
87,977
|
$
|
70,073
|
||||
|
Pizza Inn Comparable Store Retail Sales - Total Domestic
|
$
|
83,680
|
$
|
67,097
|
||||
|
Pizza Inn Average Units Open in Period
|
||||||||
|
Domestic Units
|
||||||||
|
Buffet Units - Franchised
|
71
|
77
|
||||||
|
Delco/Express Units - Franchised
|
51
|
55
|
||||||
|
PIE Units - Licensed
|
10
|
12
|
||||||
|
Total Domestic Units
|
132
|
144
|
||||||
Pizza Inn total domestic retail sales increased by $17.9 million, or 25.6% compared to the prior year. The increase in domestic retail sales was primarily the result of a moderation
in the impact of COVID-19. Pizza Inn domestic comparable store retail sales increased by $16.6 million, or 24.7%, for the same reason.
The following chart summarizes Pizza Inn restaurant activity for the fiscal year ended June 26, 2022:
|
Fiscal Year Ended June 26, 2022
|
||||||||||||||||||||
|
Beginning
Units
|
Opened
|
Concept
Change
|
Closed
|
Ending
Units
|
||||||||||||||||
|
Domestic Units:
|
||||||||||||||||||||
|
Buffet Units - Franchised
|
70
|
4
|
1
|
3
|
72
|
|||||||||||||||
|
Delco/Express Units - Franchised
|
54
|
1
|
(1
|
)
|
7
|
47
|
||||||||||||||
|
PIE Units - Licensed
|
11
|
–
|
–
|
2
|
9
|
|||||||||||||||
|
Total Domestic Units
|
135
|
5
|
–
|
12
|
128
|
|||||||||||||||
|
International Units (all types)
|
32
|
3
|
–
|
4
|
31
|
|||||||||||||||
|
Total Units
|
167
|
8
|
–
|
16
|
159
|
|||||||||||||||
The net decrease of seven domestic units was primarily due to declines in Delco and PIE units. We believe that this trend of net domestic store closures is moderating and will
reverse in future periods. The net decrease of one international Pizza Inn unit was primarily due to closure of locations in Kuwait partially offset by new units in the Middle East. We believe that this represents a
stabilizing of international unit count.
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.
|
52 Weeks Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
(in thousands, except unit data)
|
||||||||
|
Pie Five Retail Sales - Total Units
|
||||||||
|
Domestic Units - Franchised
|
$
|
20,311
|
$
|
17,734
|
||||
|
Domestic Units - Company-owned
|
—
|
—
|
||||||
|
Total Domestic Retail Sales
|
$
|
20,311
|
$
|
17,734
|
||||
|
Pie Five Comparable Store Retail Sales - Total
|
$
|
19,018
|
$
|
16,243
|
||||
|
Pie Five Average Units Open in Period
|
||||||||
|
Domestic Units - Franchised
|
32
|
37
|
||||||
|
Domestic Units - Company-owned
|
—
|
—
|
||||||
|
Total Domestic Units
|
32
|
37
|
||||||
Pie Five domestic total retail sales increased $2.6 million, or 14.5%, compared to the prior year despite average units open in the period
decreasing to 32 from 37 the prior year. Comparable store retail sales increased by $2.8 million, or 17.1% during fiscal 2022 compared to the prior year. The improvement in both total
retail sales and comparable store retail sales was primarily the result of a moderation in the impact of COVID-19.
The following chart summarizes Pie Five restaurant activity for the fiscal year ended June 26, 2022:
|
Fiscal Year Ended June 26, 2022
|
||||||||||||||||
|
Beginning
Units
|
Opened
|
Closed
|
Ending
Units
|
|||||||||||||
|
Domestic - Franchised
|
33
|
2
|
4
|
31
|
||||||||||||
|
Domestic - Company-owned
|
–
|
–
|
—
|
–
|
||||||||||||
|
Total Domestic Units
|
33
|
2
|
4
|
31
|
||||||||||||
The net decrease of two Pie Five units during fiscal 2022 was primarily the result of the closure of poor-performing units, which we
believe provides us a stronger foundation for future brand growth. We believe that this trend of net store closures will moderate and then reverse in future periods.
|
Pie Five - Company-Owned Restaurants
|
Fiscal Year Ended
|
|||||||
|
(in thousands, except store weeks and average data)
|
June 26,
2022
|
June 27,
2021
|
||||||
|
Loss from continuing operations before taxes
|
(3
|
)
|
(292
|
)
|
||||
|
Impairment, other lease charges and non-operating store costs
|
3
|
291
|
||||||
|
Restaurant operating cash flow
|
—
|
(1
|
)
|
|||||
We closed our single remaining Company-owned Pie Five restaurant during the third quarter of fiscal 2020.
Loss from continuing operations before taxes for Company-owned Pie Five stores decreased to $0.3 million for the fiscal year ended June 26, 2022 compared to the same period of the prior year primarily due to the closure of all remaining Company-owned restaurants. Operating cash flow from Company-owned Pie Five
restaurants remained essentially flat in fiscal 2022.
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, severance, gain/loss on sale of assets, costs related to impairment and other lease charges,
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.
|
| • |
“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) impairment and
other lease charges, and (4) non-operating store 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 Fiscal Years ended June 26, 2022 and June 27, 2021 (in thousands):
|
Pizza Inn
Franchising
|
Pie Five
Franchising
|
Company-Owned
Stores
|
Corporate
|
Total
|
||||||||||||||||||||||||||||||||||||
|
Fiscal Year Ended
|
Fiscal Year Ended
|
Fiscal Year Ended
|
Fiscal Year Ended
|
Fiscal Year Ended
|
||||||||||||||||||||||||||||||||||||
|
June 26,
2022
|
June 27,
2021
|
June 26,
2022
|
June 27,
2021
|
June 26,
2022
|
June 27,
2021
|
June 26,
2022
|
June 27,
2021
|
June 26,
2022
|
June 27,
2021
|
|||||||||||||||||||||||||||||||
|
REVENUES:
|
||||||||||||||||||||||||||||||||||||||||
|
Franchise and license revenues
|
$
|
8,535
|
$
|
6,582
|
$
|
1,950
|
$
|
1,800
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
10,485
|
$
|
8,382
|
||||||||||||||||||||
|
Restaurant sales
|
—
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||||||||||
|
Rental income
|
—
|
–
|
–
|
–
|
–
|
–
|
186
|
200
|
186
|
200
|
||||||||||||||||||||||||||||||
|
Interest income and other
|
—
|
–
|
17
|
16
|
–
|
–
|
4
|
(5
|
)
|
21
|
11
|
|||||||||||||||||||||||||||||
|
Total revenues
|
8,535
|
6,582
|
1,967
|
1,816
|
–
|
–
|
190
|
195
|
10,692
|
8,593
|
||||||||||||||||||||||||||||||
|
COSTS AND EXPENSES:
|
||||||||||||||||||||||||||||||||||||||||
|
Cost of sales
|
—
|
–
|
–
|
–
|
1
|
264
|
–
|
–
|
1
|
264
|
||||||||||||||||||||||||||||||
|
General and administrative expenses
|
—
|
–
|
–
|
–
|
2
|
7
|
5,444
|
4,703
|
5,446
|
4,710
|
||||||||||||||||||||||||||||||
|
Franchise expenses
|
2,313
|
1,377
|
971
|
1,017
|
–
|
–
|
–
|
–
|
3,284
|
2,394
|
||||||||||||||||||||||||||||||
|
Gain on sale of assets
|
—
|
–
|
–
|
–
|
–
|
–
|
–
|
(10
|
)
|
–
|
(10
|
)
|
||||||||||||||||||||||||||||
|
Impairment of long-lived assets
|
||||||||||||||||||||||||||||||||||||||||
|
and other lease charges
|
—
|
–
|
–
|
–
|
–
|
21
|
6
|
–
|
6
|
21
|
||||||||||||||||||||||||||||||
|
Bad debt expense
|
—
|
–
|
–
|
–
|
–
|
–
|
46
|
121
|
46
|
121
|
||||||||||||||||||||||||||||||
|
Interest expense
|
—
|
–
|
–
|
–
|
–
|
–
|
61
|
92
|
61
|
92
|
||||||||||||||||||||||||||||||
|
Amortization and depreciation expense
|
—
|
–
|
–
|
–
|
–
|
–
|
187
|
167
|
187
|
167
|
||||||||||||||||||||||||||||||
|
Total costs and expenses
|
2,313
|
1,377
|
971
|
1,017
|
3
|
292
|
5,744
|
5,073
|
9,031
|
7,759
|
||||||||||||||||||||||||||||||
|
OTHER INCOME:
|
||||||||||||||||||||||||||||||||||||||||
|
Gain on forgiveness of PPP loan
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
657
|
—
|
657
|
||||||||||||||||||||||||||||||
|
Employee retention credit
|
—
|
—
|
—
|
—
|
—
|
—
|
704
|
—
|
704
|
—
|
||||||||||||||||||||||||||||||
|
Total other income
|
—
|
—
|
—
|
—
|
—
|
—
|
704
|
657
|
704
|
657
|
||||||||||||||||||||||||||||||
|
INCOME/(LOSS) BEFORE TAXES
|
$
|
6,222
|
$
|
5,205
|
$
|
996
|
$
|
799
|
$
|
(3
|
)
|
$
|
(292
|
)
|
$
|
(4,850
|
)
|
$
|
(4,221
|
)
|
$
|
2,365
|
$
|
1,491
|
||||||||||||||||
Revenues:
Revenues are derived from franchise royalties, franchise fees and supplier and distributer incentives, advertising funds, area development
exclusivity fees and foreign master license fees, supplier convention funds, sublease rental income, interest and other income, 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, as well as the products sold to franchisees through third-party food distributors. Total revenues for fiscal 2022 and fiscal 2021 were $10.7
million and $8.6 million, respectively.
Pizza Inn Franchise and License Revenues
Pizza Inn franchise revenues increased by $1.9 million to $8.5 million in fiscal 2022 compared to $6.6 million in fiscal 2021. The 29.7%
increase was primarily the result of a moderation in the impact of COVID-19.
Pie Five Franchise and License Revenues
Pie Five franchise revenues increased by $0.2 million to $2.0 million for fiscal 2022 compared to $1.8 million for fiscal 2021. The 8.3%
increase was primarily the result of a moderation in the impact of COVID-19.
Restaurant Sales
We had no restaurant sales, which consist of revenue generated by Company-owned restaurants, in fiscal 2022 or fiscal 2021 because we
closed our single remaining Company-owned restaurant during the third quarter of fiscal 2020.
Costs and Expenses:
Cost of Sales
Cost of sales primarily includes food and supply costs, labor costs, and lease costs directly related to Company-owned restaurant sales.
These costs decreased to $1 thousand for fiscal 2022 compared to $264 thousand in fiscal 2021. The decrease was primarily the result of the closure of the remaining Company-owned stores during the third quarter of fiscal 2020 partially offset by
ongoing lease costs directly related to closed Company-owned stores.
General and Administrative Expenses
Total general and administrative expenses increased to $5.4 million for fiscal 2022 compared to $4.7 million in the
prior fiscal year. The $0.7 million, or 15.6%, increase in total general and administrative expenses was primarily the result of increased employment, legal, and travel expenses.
Franchise Expenses
Franchise expenses include general and administrative expenses directly related to the sale and continuing service of domestic and
international franchises. Total franchise expenses increased $0.9 million to $3.3 million in fiscal 2022 from $2.4 million in the prior fiscal year. Pizza Inn franchise expenses increased $0.9 million to $2.3 million in fiscal 2022 compared to
$1.4 million in the prior fiscal year primarily as a result of an increase in payroll and related, advertising, and travel costs. Pie Five franchise expenses of $1.0 million in fiscal 2022 remained essentially unchanged from the prior year.
Gain on Sale of Assets
The Company’s gain on sale of assets reflects the net difference between the sale price of assets and the net carrying value of the assets
at the time of sale. Gain on sale of assets decreased to zero in fiscal 2022 compared to $10 thousand in the prior year.
Impairment Expenses
Impairment of long-lived assets and other lease charges were $6 thousand for fiscal 2022 compared to $21 thousand for fiscal 2021.
Impairment of long-lived assets and other lease charges for Company-owned restaurants was zero in fiscal 2022 compared to $21 thousand in fiscal 2021 primarily due to a reduction in lease charges for closed stores.
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 by $75 thousand to $46 thousand in fiscal 2022 compared to $121 thousand in fiscal 2021 primarily related to domestic accounts
receivable.
Interest Expense
Interest expense decreased $31 thousand for fiscal 2022 to $61 thousand compared to $92 thousand in the prior year.
Amortization and Depreciation Expense
Amortization and depreciation expense increased $20 thousand to $187 thousand in fiscal 2022 compared to $167 thousand in fiscal 2021
primarily as a result of higher amortization of equipment.
Other Income
Other income represents non-recurring income that is not derived from the operations of the Company. The Company had a $0.7 million refundable employee retention tax credit during fiscal 2022
compared to $0.7 million in loan forgiveness during fiscal 2021, both of which were the result of governmental actions to mitigate the economic impacts of the COVID-19 pandemic. (See, “Liquidity and Capital Resources – Employee Retention Credit”
and “- PPP Loan,” below.) Management does not presently expect similar benefits to be available in subsequent periods.
Provision for Income Tax
For the year ended June 26, 2022, the Company recorded an
income tax benefit of $5.7 million including federal deferred tax benefit of $5.5 million and
current/deferred state tax benefit of $0.2 million. As of June 26, 2022, the Company had net operating loss
carryforwards totaling $23.1 million that are available to reduce future taxable income and will begin to expire in 2032, of which $1.8 million are limited to 80% and do not
expire.
Tax returns for fiscal 2013 and after will remain open to examination by federal and state tax authorities for three to four years following the tax year in which net operating losses or tax credits are utilized. The Company was not subject to income tax examinations by any tax authority as of June 26, 2022.
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. The Company has reversed the full amount of the valuation allowance as of June 26, 2022. The reversal of the valuation allowance resulted in a tax benefit of $5.7 million in fiscal 2022 compared to a negligible
tax benefit in fiscal 2021.
There are no material uncertain tax positions. Management’s position is that all relevant requirements are met and necessary returns
have been filed, and therefore the tax positions taken on the tax returns would be sustained upon examination.
Liquidity and Capital Resources
Sources and Uses of Funds
Our primary sources of liquidity are cash flows from operating activities, loan proceeds, and proceeds from the sale of securities.
Cash flows from operating activities generally reflect net income adjusted for certain non-cash items including depreciation and
amortization, changes in deferred taxes, share based compensation, and changes in working capital. Cash provided by operations was $1.4 million in fiscal 2022 compared to cash provided by operations of $1.5 million in fiscal year 2021.
Cash flows from investing activities primarily reflect net proceeds from sale of assets and capital expenditures for the
purchase of Company assets. Cash provided by investing activities was $0.3 million in fiscal 2022 compared to cash used by investing activities of $0.2 million in fiscal 2021. The $0.5
million increase in cash provided by investing activities was primarily the result of payments on notes receivable from prior sales of assets.
Cash flows from financing activities generally reflect changes in the Company’s borrowings and securities activity
during the period. Net cash used by financing activities was $2.3 million for the fiscal year ended June 26, 2022 compared to net cash provided by financing activities of $3.9 million for the fiscal year June 27, 2021. The cash used by
financing activities in fiscal 2022 was primarily the result of $1.6 million used to retire all outstanding convertible notes, as well as $0.5 million used to repurchase shares of the Company’s common stock and $0.2 million used to repay a short
term loan. The cash provided by financing activities in fiscal 2021 was primarily attributable to proceeds from sales of stock in an at-the-market offering.
PPP Loan Forgiveness and Employee Retention Credit
On April 13, 2020, the Company received the proceeds from a loan in the amount of $0.7 million (the “PPP Loan”) from JPMorgan Chase Bank, N.A. (the “Lender”) pursuant to the
Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The PPP Loan was unsecured by the Company and was guaranteed by the
SBA. We applied for and received a forgiveness decision in the fourth quarter of fiscal 2021, such that all of the PPP Loan was forgiven at that time.
On December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”) was signed into law. The CAA expanded eligibility for an employee retention credit for companies impacted by the
COVID-19 pandemic with fewer than five hundred employees and at least a twenty percent decline in gross receipts compared to the same quarter in 2019, to encourage retention of employees. This payroll tax credit was a refundable tax credit against
certain federal employment taxes. For the fiscal year ended June 26, 2022, the Company recorded $0.7 million of other income for the employee retention credit. The Company has also benefitted from the CAA guidance to treat expenses associated with
the PPP loan forgiveness as tax deductible.
ATM Offering
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 $5.0 million from time to time through B. Riley FBR acting as agent (the “2017 ATM Offering”). The 2017 ATM Offering was 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 June 27, 2021, the Company had sold an aggregate of 3,064,342 shares in the 2017 ATM Offering, realizing aggregate gross proceeds of $4.4 million. The 2017
ATM Offering expired on November 6, 2020.
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 bore 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 was payable in cash or, at the Company’s discretion, in shares of Company common stock. The Notes were secured by a pledge of all outstanding equity securities of our two primary direct operating subsidiaries. During the fiscal
year ended June 26, 2022, no Notes were converted to common shares. The Notes matured on February 15, 2022, at which time all principal and unpaid interest was paid in cash. Therefore, as of June 26, 2022, there were no Notes outstanding.
Liquidity
We expect to fund continuing operations and planned capital expenditures for the next fiscal year primarily from cash on hand and
operating cash flow. Based on budgeted and year-to-date cash flow information, we believe that we have sufficient liquidity to satisfy our cash requirements for the 2023 fiscal year and beyond.
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 and eventual disposition of the assets compared to their carrying value. If impairment is indicated, the carrying value of an impaired asset is
reduced to its fair value, based on discounted estimated future cash flows. The Company recognized pre-tax, non-cash impairment charges of $6 thousand and $21 thousand during fiscal years 2022 and 2021, respectively. The Company had $0.2 million in
sublease income during fiscal year 2022. The Company had lease charges related to closed units of $0.7 million partially offset by $0.2 million in sublease income during fiscal year 2021.
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. Based on this
analysis, the Company reversed the full amount of the previous valuation allowance as of June 26, 2022.
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 June 26, 2022 and June 27, 2021, 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.
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. The Company does not presently have any short-term leases.
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 restaurant 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.
As of June 26, 2022, the Company had no Company-owned restaurants.
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 an 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 lease 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 income statements 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 income statements in the period in which the obligation for those payments is incurred.
The components of total lease expense for the fiscal year ended June 26, 2022, the majority of which is included in general and administrative expense, are as
follows (in thousands):
|
Fiscal Year Ended
June 26, 2022
|
||||
|
Operating lease cost
|
$
|
498
|
||
|
Sublease income
|
(186
|
)
|
||
|
Total lease expense, net of sublease income
|
$
|
312
|
||
Supplemental cash flow information related to operating leases is included in the table below (in thousands):
|
Fiscal Year Ended
June 26, 2022
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
551
|
||
Supplemental balance sheet information related to operating leases is included in the table below (in thousands):
|
Fiscal Year Ended
June 26, 2022
|
||||
|
Operating lease right of use assets, net
|
$
|
1,664
|
||
|
Operating lease liabilities, current
|
490
|
|||
|
Operating lease liabilities, net of current portion
|
1,421
|
|||
Weighted average remaining lease term and weighted average discount rate for operating leases are as follows:
|
Fiscal Year Ended
June 26, 2022
|
||||
|
Weighted average remaining lease term
|
3.1 Years
|
|||
|
Weighted average discount rate
|
4.0
|
%
|
||
Operating lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands):
|
Operating Leases
|
||||
|
2023
|
$
|
558
|
||
|
2024
|
511
|
|||
|
2025
|
433
|
|||
|
2026
|
382
|
|||
|
Thereafter
|
191
|
|||
|
Total operating lease payments
|
$
|
2,075
|
||
|
Less: imputed interest
|
(164
|
)
|
||
|
Total operating lease liability
|
$
|
1,911
|
||
| ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
Not required for a smaller reporting company.
| ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
See information set forth on Index to Consolidated Financial Statements and Supplementary Data appearing on page F-1 of this report on Form 10-K.
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
None.
| ITEM 9A. |
CONTROLS AND PROCEDURES.
|
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s
disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures, as of
the end of the period covered by this report, were effective in assuring that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) accumulated and communicated to management,
including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms.
Management Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate “internal control over financial reporting” (as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934). Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the Company has conducted an evaluation of the
effectiveness of its internal control over financial reporting. The Company’s management based its evaluation on criteria set forth in the framework in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, management has concluded that our internal control over financial reporting was effective as of June 26, 2022.
PART III
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later than
120 days after the end of the fiscal year covered by this report.
| ITEM 11. |
EXECUTIVE COMPENSATION.
|
The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later than
120 days after the end of the fiscal year covered by this report.
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later than
120 days after the end of the fiscal year covered by this report.
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
|
The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later than
120 days after the end of the fiscal year covered by this report.
| ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later than
120 days after the end of the fiscal year covered by this report.
PART IV
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
| 1. |
The financial statements filed as part of this report are listed in the Index to Consolidated Financial Statements and Supplementary Data appearing on page F-1 of this report on Form 10-K.
|
| 2. |
Any financial statement schedule filed as part of this report is listed in the Index to Consolidated Financial Statements and Supplementary Data appearing on page F-1 of this report on Form 10-K.
|
| 3. |
Exhibits:
|
|
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).
|
|
|
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).
|
|
|
Description of Registrant’s Securities. (filed as Exhibit 4.4 to Form 10-K for the fiscal year ended June 27, 2021 and incorporated herein by reference).
|
|
|
2015 Long Term Incentive Plan of the Company (filed as Exhibit 10.1 to Form 8-K filed November 20, 2014 and incorporated herein by reference).*
|
|
|
Form of Stock Option Grant Agreement under the Company’s 2015 Long Term Incentive Plan (filed as Exhibit 10.2 to Form 8-K filed November 20, 2014 and incorporated herein by reference).*
|
|
|
Form of Restricted Stock Unit Award Agreement under the Company’s 2015 Long-Term Incentive Plan (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 27, 2015 and
incorporated herein by reference).*
|
|
|
Lease Agreement dated November 1, 2016, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.4 to Form 10-K for the year ended June 30, 2019 and
incorporated herein by reference).*
|
|
|
First Amendment to Lease and Expansion dated July 1, 2017, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.5 to Form 10-K for the year ended June
30, 2019 and incorporated herein by reference).*
|
|
|
Second Amendment to Lease Agreement effective June 1, 2020, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.6 to Form 10-K for
the fiscal year ended June 27, 2021 and incorporated herein by reference).
|
|
|
Letter agreement dated October 18, 2019, between Rave Restaurant Group, Inc. and Brandon Solano (filed as Exhibit 10.1 to Form 8-K filed October 21, 2019 and incorporated herein by
reference).*
|
|
|
Letter agreement dated November 4, 2019, between Rave Restaurant Group, Inc. and Mike Burns (filed as Exhibit 10.1 to Form 8-K filed November 15, 2019 and incorporated herein by reference).*
|
|
|
Letter agreement dated June 16, 2021, between Rave Restaurant Group, Inc. and Clinton Fendley (filed as Exhibit 10.1 to Form 8-K filed June 17, 2021 and incorporated herein by reference).*
|
|
|
List of Subsidiaries (filed as Exhibit 21.1 to Form 10-K filed September 30, 2019 and incorporated herin by reference).*
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
|
|
|
Section 1350 Certification of Principal Executive Officer.
|
|
|
Section 1350 Certification of Principal Financial Officer.
|
|
|
101
|
Interactive data files pursuant to Rule 405 of Regulation S-T.
|
*Management contract or compensatory plan or agreement.
| ITEM 16. |
FORM 10-K SUMMARY.
|
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
Rave Restaurant Group, Inc.
|
|
|
Date: September 23, 2022
|
By: /s/ Brandon L. Solano
|
|
Brandon L. Solano
|
|
|
Chief Executive Officer
|
|
| (principal executive officer) | |
| By: /s/ Clinton D. Fendley | |
| Clinton D. Fendley | |
| Chief Financial Officer | |
|
(principal financial officer)
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
|
Name and Position
|
Date
|
||
|
/s/ Brandon L. Solano
|
|||
|
Brandon L. Solano
|
|||
|
Chief Executive Officer
|
|||
|
(principal executive officer)
|
September 23, 2022
|
||
| /s/ Clinton D. Fendley | |||
| Clinton D. Fendley | |||
| Chief Financial Officer | |||
|
(principal financial officer)
|
September 23, 2022
|
||
|
/s/ Mark E. Schwarz
|
|||
|
Mark E. Schwarz
|
|||
|
Director and Chairman of the Board
|
September 23, 2022
|
||
|
/s/ Robert B. Page
|
|||
|
Robert B. Page
|
|||
|
Director
|
September 23, 2022
|
||
|
/s/ William C. Hammett, Jr.
|
|||
|
William C. Hammett, Jr.
|
|||
|
Director
|
September 23, 2022
|
||
|
/s/ Clinton J. Coleman
|
|||
|
Clinton J. Coleman
|
|||
|
Director
|
September 23, 2022
|
RAVE RESTAURANT GROUP, INC.
|
Description
|
Page No.
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
F-6
|
|
|
F-7
|
Board of Directors and Shareholders
Rave Restaurant Group, Inc.
The Colony, Texas
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Rave Restaurant Group, Inc. (the “Company”)
and subsidiaries as of June 26, 2022 and June 27, 2021, the related consolidated statements of income,
changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at June 26, 2022 and June 27, 2021, and the
results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of
America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate
opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition — Refer to Note A to the Financial Statements
Critical Audit Matter Description
The Company has two primary sources of revenues: restaurant sales and 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. Each of
these sources of revenues have different contract types, lengths, terms, and conditions. As such, revenue recognition requires significant analysis and a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our principal audit procedures related to the Company’s revenue recognition included the following:
| • |
We obtained the detail of all revenue transactions and performed the following procedures:
|
| o |
Identified the Company’s various revenue streams and any differences in the processes, methods, and policies applicable to each revenue stream.
|
| o |
Reviewed the entity’s revenue recognition policies and evaluated whether following those policies comply with the requirements of ASC 606.
|
| o |
Obtained a listing of franchise revenue related contracts, agreements, and invoices during the year, sampled the detail, and tested revenues by examining and documenting supporting
contracts, invoices, and other documentation to determine whether revenue was recognized at the proper amount.
|
| o |
Performed various cutoff procedures to ensure revenue was recognized in the proper period.
|
We have served as the Company’s auditor since 2020.
September 23, 2022
RAVE RESTAURANT GROUP, INC.
(In thousands, except per share amounts)
|
Fiscal Year Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
REVENUES:
|
$
|
|
$
|
|
||||
|
COSTS AND EXPENSES:
|
||||||||
|
Cost of sales
|
|
|
||||||
|
General and administrative expenses
|
|
|
||||||
|
Franchise expenses
|
|
|
||||||
|
Gain on sale of assets
|
|
(
|
)
|
|||||
|
Impairment of long-lived assets and other lease charges
|
|
|
||||||
|
Bad debt expense
|
|
|
||||||
|
Interest expense
|
|
|
||||||
|
Depreciation and amortization expense
|
|
|
||||||
|
Total costs and expenses
|
|
|
||||||
|
OTHER INCOME:
|
||||||||
|
Gain on forgiveness of PPP loan
|
|
|
||||||
|
Employee retention credit
|
||||||||
|
Total other income
|
|
|
||||||
|
INCOME BEFORE TAXES
|
|
|
||||||
|
Income tax benefit
|
|
|
||||||
|
NET INCOME
|
$
|
|
$
|
|
||||
|
INCOME PER SHARE OF COMMON STOCK - BASIC:
|
$
|
|
$
|
|
||||
|
INCOME PER SHARE OF COMMON STOCK - DILUTED:
|
$
|
|
$
|
|
||||
|
Weighted average common shares outstanding - basic
|
|
|
||||||
|
Weighted average common and potential dilutive common shares outstanding
|
|
|
||||||
See accompanying Notes to Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
(In thousands, except share amounts)
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Accounts receivable, less allowance for bad debts of $
|
|
|
||||||
|
Notes receivable, current
|
|
|
||||||
|
Deferred contract charges, current
|
|
|
||||||
|
Prepaid expenses and other current assets
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
LONG-TERM ASSETS
|
||||||||
|
Property, plant and equipment, net
|
|
|
||||||
|
Operating lease right of use asset, net
|
|
|
||||||
|
Intangible assets definite-lived, net
|
|
|
||||||
|
Notes receivable, net of current portion
|
|
|
||||||
|
Deferred tax asset, net
|
||||||||
|
Deferred contract charges, net of current portion
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable - trade
|
$
|
|
$
|
|
||||
|
Accrued expenses
|
|
|
||||||
|
Other current liabilities
|
|
|
||||||
|
Operating lease liability, current
|
|
|
||||||
|
Short term loan
|
|
|
||||||
|
Convertible notes short term, net of unamortized debt issuance costs and discounts
|
|
|
||||||
|
Deferred revenues, current
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
LONG-TERM LIABILITIES
|
||||||||
|
Operating lease liability, net of current portion
|
|
|
||||||
|
Deferred revenues, net of current portion
|
|
|
||||||
|
Total liabilities
|
|
|
||||||
|
COMMITMENTS AND CONTINGENCIES (SEE NOTE K)
|
||||||||
|
SHAREHOLDERS’ EQUITY
|
||||||||
|
Common stock, $
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Retained earnings/(accumulated deficit)
|
|
(
|
)
|
|||||
|
Treasury stock at cost
|
||||||||
|
Shares in treasury:
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders’ equity
|
|
|
||||||
|
Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
||||
See accompanying Notes to Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
(In thousands)
|
Common Stock
|
Additional
Paid-in
|
Accumulated
Earnings
|
Treasury Stock
|
|||||||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
(Deficit)
|
Shares
|
Amount
|
Total
|
||||||||||||||||||||||
|
Balance, June 28, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
Stock compensation expense
|
—
|
|
|
|
—
|
|
|
|||||||||||||||||||||
|
Issuance of common stock
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Equity issuance costs - ATM offering
|
—
|
|
(
|
)
|
|
—
|
|
(
|
)
|
|||||||||||||||||||
|
Net income
|
—
|
|
|
|
—
|
|
|
|||||||||||||||||||||
|
Balance, June 27, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
Common Stock
|
Additional
Paid-in
|
Retained
Earnings/
(Accumulated
|
Treasury Stock
|
|||||||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit)
|
Shares
|
Amount
|
Total
|
||||||||||||||||||||||
|
Balance, June 27, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
Stock compensation expense
|
—
|
|
|
|
—
|
|
|
|||||||||||||||||||||
|
Purchase of treasury stock
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Net income
|
—
|
|
|
|
—
|
|
|
|||||||||||||||||||||
|
Balance, June 26, 2022
|
|
$
|
|
$
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
(In thousands)
|
Fiscal Year Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net income to cash provided by/ operating activities:
|
||||||||
|
Impairment of long-lived assets and other lease charges
|
|
|
||||||
|
Stock compensation expense
|
|
|
||||||
|
Depreciation and amortization
|
|
|
||||||
|
Amortization of operating right of use assets
|
|
|
||||||
|
Amortization of intangible assets definite-lived
|
|
|
||||||
|
Amortization of debt issue costs
|
|
|
||||||
|
Gain on the sale of assets
|
|
(
|
)
|
|||||
|
Allowance for bad debts
|
|
|
||||||
|
Bad debt on notes receivable
|
|
|
||||||
|
Gain on forgiveness of PPP loan
|
|
(
|
)
|
|||||
|
Deferred tax asset, net
|
(
|
)
|
|
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(
|
)
|
|
|||||
|
Notes receivable
|
|
(
|
)
|
|||||
|
Deferred contract charges
|
(
|
)
|
|
|||||
|
Prepaid expenses and other current assets
|
|
(
|
)
|
|||||
|
Deposits and other
|
|
|
||||||
|
Accounts payable - trade
|
|
|
||||||
|
Accounts payable - lease termination impairments
|
|
(
|
)
|
|||||
|
Accrued expenses
|
|
|
||||||
|
Other current liabilities
|
|
|
||||||
|
Operating lease liability
|
(
|
)
|
(
|
)
|
||||
|
Deferred revenues
|
(
|
)
|
|
|||||
|
Other long-term liabilities
|
|
(
|
)
|
|||||
|
Cash provided by operating activities
|
$
|
|
$
|
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Payments received on notes receivable
|
|
|
||||||
|
Proceeds from sale of assets
|
|
|
||||||
|
Purchases of intangible assets definite-lived
|
(
|
)
|
(
|
)
|
||||
|
Purchases of property, plant and equipment
|
(
|
)
|
(
|
)
|
||||
|
Cash provided by/(used in) investing activities
|
|
(
|
)
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Purchase of treasury stock
|
( |
) | ||||||
|
Proceeds from issuance of common stock
|
|
|
||||||
|
Equity issuance costs - ATM offering
|
|
(
|
)
|
|||||
|
Payment of convertible notes
|
( |
) | ||||||
|
Payment of short term loan
|
(
|
)
|
|
|||||
|
Cash (used in)/provided by financing activities
|
(
|
)
|
|
|||||
|
Net (decrease)/increase in cash and cash equivalents
|
(
|
)
|
|
|||||
|
Cash and cash equivalents, beginning of period
|
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
|
$
|
|
||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
CASH PAID FOR:
|
||||||||
|
Interest
|
$
|
|
$
|
|
||||
|
Income taxes
|
$
|
|
$
|
|
||||
See accompanying Notes to Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Description of Business:
Rave Restaurant Group, Inc., and its subsidiaries (collectively referred to as the
“Company”, or in the first person notations of “we”, “us” and “our”) franchise pizza buffet, delivery/carry-out and express restaurants domestically and internationally under the trademark “Pizza Inn” and franchise domestic fast casual restaurants
under the trademarks “Pie Five Pizza Company” or “Pie Five”. The Company also licenses pizza kiosks under the “Pizza Inn” trademark. We facilitate the procurement and distribution of food, equipment and supplies to our domestic and international
system of restaurants through agreements with third party distributors.
As of June 26, 2022, we had 150 franchised Pizza Inn restaurants, 31 franchised Pie Five
Units, and 9 licensed Pizza Inn Express, or PIE, kiosks (“PIE Units”). The 119 domestic franchised Pizza Inn restaurants were comprised of 72
pizza buffet restaurants (“Buffet Units”), 10 delivery/carry-out restaurants (“Delco Units”), and 37 express restaurants (“Express Units”). As of June 26, 2022, there were 31 international franchised Pizza Inn restaurants. Domestic Pizza Inn restaurants and kiosks were located predominantly in the southern half of the United States, with Texas,
Arkansas, North Carolina and Mississippi accounting for approximately 23 %, 22 %, 13 % and 9 %, respectively, of the total number of domestic units.
Principles of Consolidation:
The consolidated financial statements include the accounts of Rave Restaurant
Group, Inc. and its subsidiaries, all of which are wholly owned. All appropriate inter-company 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.
Concentration of Credit Risk:
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and
cash equivalents. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250 thousand per
institution. At June 26, 2022 and June 27, 2021, the Company had cash balances in excess of FDIC insurance coverage of approximately $7.5
million and $8.1 million, respectively. We do not believe we are exposed to any significant credit risk on cash and cash equivalents.
Notes receivable, which potentially subject the Company to concentrations of credit risk, consist primarily of promissory notes
from franchise agreements and structured Company-financed sales of assets. At June 26, 2022 and June 27, 2021, and at various times during the fiscal years then ended, the Company had concentrations of credit risk with five one short term notes receivable with one
franchisee and four long term notes receivable with three franchisees. The financed asset sales were executed with a weighted average interest rate of 0 .0%%. Principal payments are due monthly and mature from March 3, 2023 to January 1, 2025.
Closed Restaurants and Discontinued Operations:
In April, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which modifies the
definition of discontinued operations to include only disposals of an entity that represent strategic shifts that have or will have a major effect on an entity’s operation and requires entities to disclose information about disposals of
individually significant components that do not meet the definition of discontinued operations. The standard was effective prospectively for annual and interim periods beginning after December 15, 2014, with early adoption permitted.
The authoritative guidance on “Accounting for the Impairment or Disposal of Long-Lived
Assets,” requires that discontinued operations that meet certain criteria be reflected in the income statements after results of continuing operations as a net amount. This guidance also requires that the operations of closed restaurants,
including any impairment charges, be reclassified to discontinued operations for all periods presented.
The authoritative guidance on “Accounting for Costs Associated with Exit or Disposal
Activities,” requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. This authoritative guidance also establishes that fair value is the objective for initial
measurement of the liability.
Property,
Plant and Equipment:
Property, plant and equipment are stated at
cost less accumulated depreciation and amortization. Repairs and maintenance are charged to operations as incurred while major renewals and betterments are capitalized. Upon the sale or disposition of any property, plant or equipment, the asset
and the related accumulated depreciation or amortization are removed from the accounts and the gain or loss is included in operations. The Company capitalizes interest on borrowings during the active construction period of major capital
projects. Capitalized interest is added to the cost of the underlying asset and amortized over the estimated useful life of the asset.
Depreciation and amortization are computed on
the straight-line method over the estimated useful lives of the assets or, in the case of leasehold improvements, over the term of the lease including any reasonably assured renewal periods, if shorter. The useful lives of the assets range from to ten years .
Impairment of Long-Lived Asset and other Lease Charges:
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 and eventual disposition 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. The Company recognized, pre-tax, of $6 thousand and $21 thousand during fiscal years, 2022 and 2021, respectively. The Company had $0.2 million in sublease income during fiscal year 2022. The Company had lease charges related to closed units of $0.7 million partially offset by $0.2 million in sublease rental income during
fiscal year 2021.
Accounts Receivable:
Accounts receivable consist primarily of receivables generated from franchise royalties and supplier concessions. The Company
records an allowance for bad debts to allow for any amounts that may be unrecoverable based upon an analysis of the Company’s prior collection experience, customer creditworthiness and current economic trends. After all attempts to collect a
receivable have failed, the receivable is written off against the allowance. Finance charges may be accrued at a rate of 18 % per year,
or up to the maximum amount allowed by law, on past due receivables. The interest income recorded from finance charges is immaterial.
Notes Receivable:
Notes receivable primarily consist of promissory notes arising from franchisee agreements and structured Company-financed sales
of assets. The majority of amounts and terms are evidenced by formal promissory notes and personal guarantees. All notes allow for early payment without penalty. Fixed principal payments are due monthly. Notes receivable mature at various dates
through 2025 and bore interest at a weighted average rate of 0 .0%% at June 26, 2022.
Management evaluates the creditworthiness of franchisees by considering credit history and sales to evaluate credit risk.
Management determines interest rates based on credit risk of the underlining franchisee. The Company monitors payment history to determine whether or not a loan should be placed on a nonaccrual status or impaired. The Company charges off notes
receivable based on an account-by-account analysis of the borrower’s current economic conditions, monthly payments history and historical loss experience. The allowance for doubtful notes receivable is netted within notes receivable.
The expected principal collections on notes receivable for the next three years were as follows as of June 26, 2022 (in
thousands):
|
Notes Receivable
|
||||
|
2023
|
$
|
|
||
|
2024
|
|
|||
|
2025
|
|
|||
|
$
|
|
|||
Income Taxes:
Income taxes are accounted for using the asset and liability method pursuant to the authoritative guidance on Accounting for Income Taxes. Deferred taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the
financial statement and carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes
future tax benefits to the extent that realization of such benefits is more likely than not.
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. Based on this analysis, the Company has reversed the full amount of the previous valuation allowance as of
June 26, 2022 (see Note F).
For the year ended June 26, 2022, the Company recorded an income tax benefit of $5.7 million including federal deferred tax benefit of $5.5
million and current/deferred state tax benefit of $0.2 million. As of June 26, 2022, the Company had net operating loss carryforwards
totaling $23.1 million that are available to reduce future taxable income and will begin to expire in , of which $1.8 million are limited
to 80 % and do not expire. Tax returns for fiscal 2013 and after will remain open to examination by federal and state tax authorities for
to four years
following the tax year in which net operating losses or tax credits are utilized. The Company was not subject to income tax examinations by any tax authority as of June 26, 2022.
There are no material uncertain tax positions. Management’s position is that all relevant requirements are met and necessary returns have been filed,
and therefore the tax positions taken on the tax returns would be sustained upon examination.
Under ASC 740, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater
than 50% likelihood of being realized upon ultimate resolution. From time to time, the Company may be assessed interest and penalties by taxing authorities. In those cases, the charges are recorded as income tax expense, as incurred, in the
Consolidated Statements of Income.
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:
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 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 accompanying 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 sub-franchise are amortized as revenue over the term of the contract.
Advertising fund contributions for Pie Five and Pizza Inn units represent contributions collected where we have control over
the activities of the fund. Contributions are based on a percentage of net retail sales. 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 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.
Rental income is income from our subleasing of some of our restaurant space to third parties.
Total revenues consist of the following (in thousands):
|
Fiscal Year Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Franchise royalties
|
$ |
|
$ |
|
||||
|
Supplier and distributor incentive revenues
|
|
|
||||||
|
Franchise license fees
|
|
|
||||||
|
Area development exclusivity fees and foreign master license fees
|
|
|
||||||
|
Advertising funds contributions
|
|
|
||||||
|
Supplier convention funds
|
|
|
||||||
|
Rental income
|
|
|
||||||
|
Other
|
|
|
||||||
|
$
|
|
$
|
|
|||||
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.
Restricted stock units (“RSUs”) represent the right to receive shares of common stock upon the satisfaction of vesting requirements,
performance criteria and other terms and conditions. Compensation cost for RSUs is measured as an amount equal to the fair value of the RSUs 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.
Fair Value of Financial Instruments:
The carrying amounts of accounts receivable and accounts payable approximate fair value because of the short maturity of these
instruments.
Contingencies:
Provisions for legal settlements are accrued when payment is considered probable and the amount of loss is reasonably estimable in
accordance with the authoritative guidance on Accounting for Contingencies. If the best estimate of cost can only be identified within a range and no specific amount within that range can be determined
more likely than any other amount within the range, and the loss is considered probable, the minimum of the range is accrued. Legal and related professional services costs to defend litigation are expensed as incurred.
Use of Management Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America 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. Actual results could differ materially from estimates.
Fiscal Year:
The Company’s fiscal year ends on the last Sunday in June. The fiscal years ended June 26, 2022 and June 27, 2021 each contained 52
weeks.
NOTE B - PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS:
Property, and plant and equipment consist of the following (in thousands):
|
Estimated
Useful Lives
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Equipment, furniture and fixtures
|
|
$
|
|
$
|
|
||||
|
Software
|
|
|
|
||||||
|
Leasehold improvements
|
|
|
|
||||||
|
|
|
||||||||
|
Less: accumulated depreciation/amortization
|
(
|
)
|
(
|
)
|
|||||
|
$
|
|
$
|
|
||||||
Depreciation and amortization expense for property, plant and equipment was approximately
$140 thousand and $131
thousand for the fiscal years ended June 26, 2022 and June 27, 2021, respectively.
Intangible assets consist of the following (in thousands):
|
June 26,
2022
|
June 27,
2021
|
||||||||||||||||||||||||
|
Estimated
Useful Lives
|
Acquisition
Cost
|
Accumulated
Amortization
|
Net
Value
|
Acquisition
Cost
|
Accumulated
Amortization
|
Net
Value
|
|||||||||||||||||||
|
Trademarks and tradenames
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
Name change
|
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Prototypes
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||
Amortization expense for intangible assets was approximately $47 thousand and $36 thousand for the
fiscal years ended June 26, 2022 and June 27, 2021, respectively.
NOTE C - ACCRUED EXPENSES:
Accrued expenses consist of the following (in thousands):
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Compensation
|
$
|
|
$
|
|
||||
|
Other
|
|
|
||||||
|
Professional fees
|
|
|
||||||
|
$
|
|
$
|
|
|||||
NOTE D - 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 bore 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 was payable in cash or, at the Company’s discretion, in shares of Company common stock. The Notes were secured by a pledge of all outstanding equity
securities of our two primary direct operating subsidiaries. During the fiscal year ended June 26, 2022, no Notes were converted to common shares. The Notes matured on February 15, 2022 , at which time all principal and unpaid interest was paid in cash. Therefore, as of June 26, 2022, there were no Notes outstanding.
NOTE E - PPP LOAN FORGIVENESS AND EMPLOYEE RETENTION CREDIT:
On April 13, 2020, the Company received the proceeds from a loan in the amount of $0.7 million (the “PPP Loan”) from JPMorgan Chase Bank, N.A. (the “Lender”) pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus
Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The PPP Loan was unsecured by the Company and was guaranteed by the SBA. We applied for and received a forgiveness decision in
the fourth quarter of fiscal 2021, such that all of the PPP Loan was forgiven at that time.
On
December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”) was signed into law. The CAA expanded eligibility for an employee retention credit for companies impacted by the COVID-19 pandemic with fewer than five hundred employees
and at least a twenty percent decline in gross receipts compared to the same quarter in 2019, to encourage retention of employees. This payroll tax credit was a refundable tax credit against certain federal employment taxes. For the fiscal year
ended June 26, 2022, the Company recorded $0.7 million of other income for the employee retention credit. The Company has also
benefitted from the CAA guidance to treat expenses associated with the PPP loan forgiveness as tax deductible.
NOTE F - INCOME TAXES:
Benefit from income taxes from continuing operations consists of the following (in
thousands):
|
Fiscal Year Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Current - Federal
|
$
|
|
$
|
|
||||
|
Current - State
|
(
|
)
|
|
|||||
|
Deferred - Federal
|
|
|
||||||
|
Deferred - State
|
|
|
||||||
|
Benefit from income taxes
|
$
|
|
$
|
|
||||
The effective income tax rate varied from the statutory rate for the fiscal years ended June 26, 2022 and June 27, 2021 as
reflected below (in thousands):
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Federal income taxes based on a statutory rate of
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
State income taxes (net of federal benefit)
|
|
|
||||||
|
Permanent adjustments
|
|
(
|
)
|
|||||
|
PPP loan forgiveness
|
|
|
||||||
|
Change in valuation allowance
|
|
|
||||||
|
Other
|
( |
) |
(
|
)
|
||||
| Income tax benefit |
$
|
|
$
|
|
||||
The tax effects of temporary differences that give rise to the net deferred tax assets consisted of the
following (in thousands):
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Allowance for bad debt
|
$
|
|
$
|
|
||||
|
Deferred fees
|
|
|
||||||
|
Other reserves and accruals
|
|
|
||||||
|
Operating lease liabilities
|
|
|
||||||
|
Depreciable assets
|
||||||||
|
Credit carryforwards
|
|
|
||||||
|
Net operating loss carryforwards
|
|
|
||||||
|
Total gross deferred tax asset
|
|
|
||||||
|
Valuation allowance
|
|
(
|
)
|
|||||
|
Total deferred tax assets
|
$
|
|
$
|
|
||||
|
Right-of-use asset
|
(
|
)
|
(
|
)
|
||||
|
Other deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
|
Total deferred tax liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
|
Net deferred tax asset
|
$
|
|
$
|
|
For the year ended June 26, 2022, the Company recorded an
income tax benefit of $5.7 million including federal deferred tax benefit of $5.5 million and current/deferred state tax benefit of $0.2 million. As of
June 26, 2022, the Company had net operating loss carryforwards totaling $23.1 million that are available to reduce future taxable
income and will begin to expire in , of which $1.8 million are limited to 80 % and do not expire. Tax returns for
fiscal 2013 and after will remain open to examination by federal and state tax authorities for to four years
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. Based on this analysis, the Company reversed the full amount of the established valuation allowance as of
June 26, 2022. The reversal of the valuation allowance resulting in tax benefit of $5.7 million in fiscal 2022.
There are no material uncertain tax positions. Management’s position is that all relevant
requirements are met and necessary returns have been filed, and therefore the tax positions taken on the tax returns would be sustained upon examination.
NOTE G - LEASES:
The Company leases its 19,576 square foot corporate office facility with average annual lease payments of approximately $18.00 per square foot. This lease began on January 2, 2017 and has a ten-year term. The Company
amended its lease agreement in June 2020 and deferred of the monthly base rent for the period from June 2020 through May 2021.
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 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. The Company does not presently have any short-term leases.
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 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 to 10 years . The Company has concluded that its restaurant 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.
As of June 26, 2022, the Company had no Company-owned restaurants.
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 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 interest rate. Accordingly, the Company is required to use its
incremental borrowing rate in determining the present value of lease payments based on the information available at the lease 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 for 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 lease 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 income statements 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 income statements in the period in which the obligation for those payments is incurred.
The components of total lease expense for the fiscal year ended June 26, 2022, the majority of which is
included in general and administrative expense in the accompanying Consolidated Statements of Income, are as follows (in thousands):
|
Fiscal Year Ended
June 26, 2022
|
||||
|
Operating lease cost
|
$
|
|
||
|
Sublease income
|
(
|
)
|
||
|
Total lease expense, net of sublease income
|
$
|
|
||
Supplemental cash flow information related to operating leases is included in the table below (in thousands):
|
Fiscal Year Ended
June 26, 2022
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
|
||
Supplemental balance sheet information related to operating leases is included in the table below (in thousands):
|
Fiscal Year Ended
June 26, 2022
|
||||
|
Operating lease right of use assets, net
|
$
|
|
||
|
Operating lease liabilities, current
|
|
|||
|
Operating lease liabilities, net of current portion
|
|
|||
Weighted average remaining lease term and weighted average discount rate for operating leases are as follows:
|
Fiscal Year Ended
June 26, 2022
|
||||
|
Weighted average remaining lease term
|
|
|||
|
Weighted average discount rate
|
|
|
||
Operating lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands):
|
Operating Leases
|
||||
|
2023
|
$
|
|
||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
Thereafter
|
|
|||
|
Total operating lease payments
|
$
|
|
||
|
Less: imputed interest
|
$
|
(
|
)
|
|
|
Total operating lease liability
|
$
|
|
||
Premises previously occupied by Company-owned restaurants were leased for initial terms
of to ten years ,
and each has multiple renewal terms. Certain lease agreements contain either a provision requiring additional rent if sales exceed specified amounts or an escalation clause based upon a predetermined multiple.
Future minimum rental payments under active non-cancelable leases with initial or remaining terms of one year or more at June
26, 2022 were as follows (in thousands):
|
Operating Leases
|
||||
|
2023
|
$
|
|
||
|
2024
|
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
2027
|
|
|||
|
Thereafter
|
|
|||
|
$
|
|
|||
Future minimum sublease rental income under active non-cancelable leases with initial or
remaining terms of one year or more at June 26, 2022 were as follows (in thousands):
|
Sublease Rental Income
|
||||
|
2023
|
$ |
|
||
|
2024
|
|
|||
|
2025
|
|
|||
|
$
|
|
|||
Rental expense consisted of the following (in thousands):
|
Fiscal Year Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Minimum rentals
|
$
|
|
$
|
|
||||
|
Sublease rentals
|
(
|
)
|
(
|
)
|
||||
|
$
|
|
$
|
|
|||||
NOTE H - EMPLOYEE BENEFITS:
The Company has a tax advantaged savings plan that is designed to meet the requirements
of Section 401(k) of the Internal Revenue Code (the “Code”). Employees who have completed three months of service and are at least 21 years of age are eligible to participate in the plan. The plan provides that participating employees may elect to have between 1 % and 15 % of their compensation
deferred and contributed to the plan subject to certain IRS limitations. The Company has a discretionary matching contribution. Separate accounts are maintained with respect to contributions made on behalf of each participating employee. Employer
matching contributions and earnings thereon are invested in the same investments as each participant’s employee deferral. The plan is subject to the provisions of the Employee Retirement Income Security Act, as amended, and is a profit-sharing
plan as defined in Section 401(k) of the Code.
For the fiscal year ended June 26, 2022, and June 27, 2021, total matching contributions
to the tax advantaged savings plan by the Company on behalf of participating employees were approximately $33 thousand and $24 thousand, respectively.
NOTE I - STOCK BASED COMPENSATION PLANS:
In June 2005, the 2005 Employee Incentive Stock Option Award Plan (the “2005 Employee
Plan”) was approved by the Company’s shareholders with a plan effective date of June 23, 2005. Under the 2005 Employee Plan, officers and employees of the Company were eligible to receive options to purchase shares of the Company’s common stock.
Options were granted at market value of the stock on the date of grant, were subject to various vesting and exercise periods as determined by the Compensation Committee of the board of directors and could be designated as non-qualified or incentive
stock options. A total of 1,000,000 shares of common stock were authorized for issuance under the 2005 Employee Plan. The 2005
Employee Plan expired by its terms on June 23, 2015.
The shareholders also approved the 2005 Non-Employee Directors Stock Award Plan (the
“2005 Directors Plan”) in June 2005, to be effective as of June 23, 2005. Directors not employed by the Company were eligible to receive stock options under the 2005 Directors Plan. Options for common stock equal to twice the number of shares of
common stock acquired during the previous fiscal year, up to 40,000 shares per year, were automatically granted to each non-employee
director on the first day of each fiscal year. Options were granted at market value of the stock on the first day of each fiscal year, with vesting periods beginning at a minimum of six months and with exercise periods up to ten years . A total of 650,000 shares of Company common stock were authorized for issuance pursuant to the 2005 Directors Plan. The 2005 Directors Plan expired by its terms
on June 23, 2015.
The 2015 Long Term Incentive Plan (the “2015 LTIP”) was approved by the Company’s
shareholders on November 18, 2014 and became effective June 1, 2015. Officers, employees and non-employee directors of the Company are eligible to receive awards under the 2015 LTIP. A total of 3,000,000 shares of common stock are authorized for issuance under the 2015 LTIP. Awards authorized under the 2015 LTIP include incentive stock options, non-qualified stock
options, restricted shares, restricted stock units and rights (either with or without accompanying options). The 2015 LTIP provides for options to be granted at market value of the stock on the date of grant and have exercise periods determined by
the Compensation Committee of the board of directors. The Compensation Committee may also determine the vesting periods, performance criteria and other terms and conditions of all awards under the 2015 LTIP. The Compensation Committee has adopted
resolutions under the 2015 LTIP automatically granting to each non-employee director on the first day of each fiscal year options to purchase twice the number of shares of common stock acquired during the previous fiscal year, up to a maximum of 40,000 shares. Such options are exercisable at the market value of the stock on the first day of the fiscal year, vest six months from the date of grant and expire 10 years
from the date of grant.
Stock based compensation expense is included in general and administrative expense in the
accompanying Consolidated Statements of Income.
Stock Options:
A summary of stock option transactions under all of the Company’s stock option plans and
information about fixed-price stock options is as follows:
|
Fiscal Year Ended June 26, 2022
|
Fiscal Year Ended June 27, 2021
|
|||||||||||||||
|
Shares
|
Weighted-
Average
Exercise Price
|
Shares
|
Weighted-
Average
Exercise Price
|
|||||||||||||
|
Outstanding at beginning of year
|
|
$
|
|
|
$
|
|
||||||||||
|
Granted
|
|
|
|
|
||||||||||||
|
Exercised
|
|
|
|
|
||||||||||||
|
Forfeited/Canceled/Expired
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Outstanding at end of period
|
|
$
|
|
|
$
|
|
||||||||||
|
Exercisable at end of period
|
|
$
|
|
|
$
|
|
||||||||||
The intrinsic value of options outstanding at June 26, 2022 was zero .
The following table provides information on options outstanding and options exercisable as of June 26, 2022:
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
|
Range of
Exercise Prices
|
Options
Outstanding
at June 26, 2022
|
Weighted-Average
Remaining
Contractual
Life (Years)
|
Weighted-
Average
Exercise Price
|
Shares
Exercisable
at June 26, 2022
|
Weighted-
Average
Exercise Price
|
|||||||||||||||||
|
$
|
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
$
|
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
$
|
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
$
|
|
|
|
$
|
|
|
$
|
|
||||||||||||||
|
|
|
$
|
|
|
$
|
|
||||||||||||||||
We determine fair value following the authoritative guidance as follows:
Valuation and Amortization Method. We estimate the fair value of
share-based awards granted using the Black-Scholes option valuation model. We amortize the fair value of all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.
Expected Life. The expected life of awards granted represents the period of time that they are expected to
be outstanding. Unless a life is specifically stated, we determine the expected life using the “simplified method” in accordance with Staff Accounting Bulletin No. 110 since we do not have sufficient historical share option exercise
experience.
Expected Volatility. Using the Black-Scholes option valuation
model, we estimate the volatility of our common stock at the date of grant based on the historical volatility of our common stock.
Risk-Free Interest Rate. We base the risk-free interest rate used
in the Black-Scholes option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
Expected Dividend Yield. We have not paid any cash dividends on our
common stock in the last ten years and we do not anticipate paying any cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero in the Black-Scholes option valuation model.
Expected Forfeitures. We use historical data to estimate
pre-vesting option forfeitures. We record stock-based compensation only for those awards that are expected to vest.
At June 26, 2022, all stock options that the Company had granted were vested. No
Restricted Stock Units:
Restricted stock units awarded under the 2015 LTIP represent the right to receive shares
of common stock upon the satisfaction of vesting requirements, performance criteria and other terms and conditions. During fiscal 2022 and 2021, 362,500
and 545,600 performance-based restricted stock units, respectively, were granted to certain employees.
The restricted stock units granted to each recipient are allocated among performance
criteria pertaining to various aspects of the Company’s business, as well as its overall operations, measured based on the second fiscal year following the date of grant. Achievement of the various performance criteria entitles the recipient to
receive shares of common stock in amounts ranging from 50 % to 150 % of the number of restricted stock units granted. Grantees of restricted stock units do not have any rights of a stockholder, and do not participate in any distributions on our common
stock, until the award fully vests upon satisfaction of the vesting schedule, performance criteria and other conditions set forth in their award agreement. Therefore, unvested restricted stock units are not considered participating securities
under ASC 260, “Earnings Per Share,” and are not included in the calculation of basic or diluted earnings per share.
Compensation cost is measured as an amount equal to the fair value of the restricted
stock units 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.
A summary of the status of restricted stock units as of June 26, 2022 and June 27, 2021,
and changes during the fiscal years then ended is presented below:
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Unvested at beginning of year
|
|
|
||||||
|
Granted during the year
|
|
|
||||||
|
Vested during the year
|
|
|
||||||
|
Forfeited during the year
|
(
|
)
|
|
|||||
|
Unvested at end of year
|
|
|
||||||
NOTE J - SHAREHOLDERS’ EQUITY:
On April 22, 2009, the board of directors of the Company amended the stock repurchase
plan first authorized on May 23, 2007, and previously amended on June 2, 2008, by increasing the aggregate number of shares of common stock the Company may repurchase under the plan to a total of 3,016,000 shares. During fiscal 2022, 493,474 shares were
repurchased and, as of June 26, 2022, there were 354,951 shares available to be repurchased under the plan.
On June 28, 2022, the Company’s board of directors again amended the stock repurchase plan to increase the number of shares of common stock
the Company may repurchase by 5,000,000 shares to a total of 8,016,000 shares. Subsequently to fiscal year 2022, the Company has repurchased an additional 1,110,891 outstanding shares of its 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 was 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 June 27, 2021, the Company had sold an aggregate of 3,064,342 shares in the
2017 ATM Offering, realizing aggregate gross proceeds of $4.4 million. The 2017 ATM Offering expired on November 6, 2020.
The Company paid to B. Riley FBR a fee equal to 3 % of the gross sales price in addition to reimbursing certain costs. The Company had $131 thousand in expenses associated with the 2017 ATM Offering in fiscal 2021.
NOTE K - 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.
On March 11, 2020, the World Health Organization declared the outbreak of novel
coronavirus (COVID-19) as a pandemic, and the disease spread rapidly throughout the United States and the world. Federal, state and local responses to the COVID-19 pandemic, as well as our internal efforts to protect customers, franchisees and
employees, severely disrupted our business operations. Most of the domestic Pizza Inn buffet restaurants and Pie Five restaurants are in areas that were for varying periods subject to “shelter-in-place” and social distancing restrictions
prohibiting in-store sales and, therefore, were limited to carry-out and/or delivery orders. In some areas, these restrictions limited non-essential movement outside the home, which discouraged or even precluded carry-out orders. Further, the
COVID-19 pandemic precipitated significant job losses and a national economic downturn that impacted the demand for restaurant food service. Although most of our domestic restaurants continued to operate under these conditions, we have
experienced temporary closures from time to time during the pandemic. In most cases, in-store dining has now resumed subject to seating capacity limitations, social distancing protocols, and enhanced cleaning and disinfecting practices.
The COVID-19 pandemic has resulted in dramatically reduced aggregate in-store retail
sales at Buffet Units and Pie Five Units, modestly offset by increased aggregate carry-out and delivery sales. The decreased aggregate retail sales have correspondingly decreased supplier rebates and franchise royalties payable to the Company.
An outbreak or perceived outbreak of COVID-19 connected to restaurant dining could cause
negative publicity directed at any of our brands and cause customers to avoid our restaurants. We cannot predict how long the pandemic will last or whether it will reoccur, what additional restrictions may be enacted, to what extent off-premises
dining will continue, or if individuals will be comfortable returning to our Buffet Units and Pie Five Units. Any of these changes could materially adversely affect the Company’s future financial performance. However, the ultimate impact of
COVID-19 on our future results of operations and liquidity cannot presently be predicted.
NOTE L - EARNINGS PER SHARE:
The Company computes and presents earnings per share (“EPS”) in accordance with ASC 260 Earnings Per Share. Basic EPS excludes the effect of potentially dilutive securities while diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock
were exercised, converted or resulted in the issuance of common stock that then shared in the earnings of the Company.
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).
|
Fiscal Year Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Net income available to common shareholders
|
$
|
|
$
|
|
||||
|
Interest saved on convertible notes at
|
$
|
|
$
|
|
||||
|
Adjusted net income
|
$
|
|
$
|
|
||||
|
BASIC:
|
||||||||
|
Weighted average common shares
|
|
|
||||||
|
Net income/(loss) per common share
|
$
|
|
$
|
|
||||
|
DILUTED:
|
||||||||
|
Weighted average common shares
|
|
|
||||||
|
Convertible notes
|
|
|
||||||
|
Weighted average common shares outstanding
|
|
|
||||||
|
Income from continuing operations per common share
|
$
|
|
$
|
|
||||
We had 111,750 and 166,750 shares of common stock potentially issuable upon exercise of employee stock
options for years ended June 26, 2022 and June 27, 2021, respectively, which were excluded from the weighted average number of shares outstanding on a diluted basis because they had an intrinsic value of zero
NOTE M - SEGMENT REPORTING:
The Company has three reportable operating segments as determined by management using the “management approach” as defined by ASC 280 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 nonrecurring items.
The Pizza Inn and Pie Five Franchising segments establish franchisees, licensees and
territorial rights. Revenue for these segments are 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 these
segments include equipment, furniture and fixtures.
The Company-Owned Restaurants 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. As of June 26, 2022, the Company did not operate any 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 tables are net sales and operating revenues, depreciation and
amortization expense, income from continuing operations before taxes, capital expenditures and assets for the Company’s reportable segments as of and for the fiscal years ended June 26, 2022 and June 27, 2021 (in thousands):
|
Fiscal Year Ended
|
||||||||
|
June 26,
2022
|
June 27,
2021
|
|||||||
|
Net sales and operating revenues:
|
||||||||
|
Pizza Inn Franchising
|
$
|
|
$
|
|
||||
|
Pie Five Franchising
|
|
|
||||||
| Company-Owned Restaurants |
||||||||
|
Corporate administration and other
|
|
|
||||||
|
Consolidated revenues
|
$
|
|
$
|
|
||||
|
Depreciation and amortization:
|
||||||||
| Pizza Inn Franchising |
$ |
$ |
||||||
| Pie Five Franchising |
||||||||
| Company-Owned Restaurants |
||||||||
|
Combined
|
||||||||
|
Corporate administration and other
|
|
|
||||||
|
Depreciation and amortization
|
$
|
|
$
|
|
||||
|
Income/(Loss) before taxes:
|
||||||||
|
Pizza Inn Franchising
|
$
|
|
$
|
|
||||
|
Pie Five Franchising
|
|
|
||||||
|
Company-Owned Restaurants
|
(
|
)
|
(
|
)
|
||||
|
Combined
|
|
|
||||||
|
Corporate administration and other
|
(
|
)
|
(
|
)
|
||||
|
Income/(loss) before taxes
|
$
|
|
$
|
|
||||
The following table provides information on our foreign and domestic revenues:
|
Geographic information (revenues):
|
||||||||
|
United States
|
$
|
|
$
|
|
||||
|
Foreign countries
|
|
|
||||||
|
Consolidated total
|
$
|
|
$
|
|
||||
NOTE N - SUBSEQUENT EVENTS:
In preparation of its financial statements, the Company considered subsequent events through September 23,
2022 which was the date the Company’s financial statements were available to be issued.
On June 28, 2022, the Company’s board of directors amended its stock repurchase plan to increase the number
of shares of common stock the Company may repurchase by 5,000,000 shares to a total of 8,016,000 shares. Subsequently, the Company has repurchased an additional 1,110,891
outstanding shares of its common stock at an aggregate price of $1.4 million.
F-22
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Rave Restaurant Group, Inc.
The Colony, Texas
We hereby consent to the incorporation by reference in this Annual Report on Form 10-K of Rave Restaurant Group, Inc. for the year ended June 26, 2022 of
our report dated September 23, 2022 included in its Registration Statements on Forms S-8 (333-76296 and 333-207458) and Forms S-3 (Nos. 333-219483 and 333-221169) relating to the consolidated financial statements and financial statement schedules for
the year ended June 26, 2022.
|
ArmaninoLLP
|
|
|
Dallas, Texas
|
|
|
September 23, 2022
|
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to section 3.02 of the Sarbanes-Oxley Act of 2002
I, Brandon L. Solano, certify that:
| 1. |
I have reviewed this Annual Report on Form 10-K of Rave Restaurant Group, Inc. (“the Registrant”);
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
| 4. |
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
| a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c. |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
| d. |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the
Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
| 5. |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors
and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
| a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the Registrant’s ability to record, process, summarize and report financial information; and
|
| b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
Date: September 23, 2022
|
By:
|
/s/ Brandon L. Solano
|
|
Brandon L. Solano
|
||
|
Chief Executive Officer
|
||
|
(principal executive officer)
|
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to section 3.02 of the Sarbanes-Oxley Act of 2002
I, Clinton D. Fendley, certify that:
| 1. |
I have reviewed this Annual Report on Form 10-K of Rave Restaurant Group, Inc. (“the Registrant”);
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
| 4. |
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
| a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c. |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
| d. |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the
Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
| 5. |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors
and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
| a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the Registrant’s ability to record, process, summarize and report financial information; and
|
| b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
Date: September 23, 2022
|
By:
|
/s/ Clinton D. Fendley
|
|
Clinton D. Fendley
|
||
|
Chief Financial Officer
|
||
|
(principal financial officer)
|
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned officer of Rave Restaurant Group, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the
accompanying Annual Report on Form 10-K for the fiscal year ended June 26, 2022, and filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: September 23, 2022
|
By:
|
/s/ Brandon L. Solano
|
|
Brandon L. Solano
|
||
|
Chief Executive Officer
|
||
|
(principal executive officer)
|
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned officer of Rave Restaurant Group, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the
accompanying Annual Report on Form 10-K for the fiscal year ended June 26, 2022, and filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: September 23, 2022
|
By:
|
/s/ Clinton D. Fendley
|
|
Clinton D. Fendley
|
||
|
Chief Financial Officer
|
||
|
(principal financial officer)
|