Rave Restaurant (RAVE)

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Rave Restaurant (RAVE) - 2023 Q4 - Annual Report
2023-09-21 13:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K (Mark One) ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 25, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____ to _____. Commission File Number 0-12919 RAVE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) Missouri 45-3189287 (State or other ...
Rave Restaurant (RAVE) - 2023 Q3 - Quarterly Report
2023-05-04 13:01
PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported increased nine-month revenues to $8.8 million but lower net income, with cash significantly reduced by stock repurchases [Condensed Consolidated Statements of Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Revenues grew for the quarter and nine-month period, but net income and diluted EPS declined year-over-year Condensed Consolidated Statements of Income (in thousands, except per share amounts) | | Three Months Ended | | Nine Months Ended | | | :--- | :--- | :--- | :--- | :--- | | | **Mar 26, 2023** | **Mar 27, 2022** | **Mar 26, 2023** | **Mar 27, 2022** | | **Revenues** | $2,970 | $2,620 | $8,841 | $7,869 | | **Income Before Taxes** | $438 | $496 | $1,325 | $1,245 | | **Net Income** | $323 | $493 | $978 | $1,235 | | **Diluted EPS** | $0.02 | $0.03 | $0.06 | $0.07 | [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and shareholders' equity decreased, driven by a reduction in cash due to treasury stock purchases Condensed Consolidated Balance Sheet Highlights (in thousands) | | **Mar 26, 2023** | **Jun 26, 2022** | | :--- | :--- | :--- | | **Cash and cash equivalents** | $3,867 | $7,723 | | **Total current assets** | $5,756 | $10,058 | | **Total assets** | $13,490 | $18,516 | | **Total liabilities** | $3,820 | $5,104 | | **Total shareholders' equity** | $9,670 | $13,412 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow improved, but a $5.0 million stock repurchase led to a net decrease in cash for the nine-month period Cash Flow Summary for Nine Months Ended (in thousands) | | **Mar 26, 2023** | **Mar 27, 2022** | | :--- | :--- | :--- | | **Cash provided by operating activities** | $1,233 | $525 | | **Cash (used in)/provided by investing activities** | ($80) | $169 | | **Cash used in financing activities** | ($5,009) | ($1,787) | | **Net decrease in cash and cash equivalents** | ($3,856) | ($1,093) | | **Cash and cash equivalents, end of period** | $3,867 | $7,237 | - The primary use of cash in financing activities was the purchase of treasury stock, amounting to **$4.98 million**[20](index=20&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail revenue growth from franchise royalties, an expanded stock repurchase plan, a $1.9 million legal contingency, and segment performance Revenue Breakdown for Nine Months Ended (in thousands) | Revenue Source | Mar 26, 2023 | Mar 27, 2022 | | :--- | :--- | :--- | | Franchise royalties | $3,680 | $3,315 | | Supplier and distributor incentive revenues | $3,260 | $3,051 | | Advertising funds contributions | $1,448 | $1,083 | | **Total Revenues** | **$8,841** | **$7,869** | - On June 28, 2022, the board increased the stock purchase plan authorization by **5,000,000 shares**, bringing the total to 8,016,000 shares[52](index=52&type=chunk) - The company is appealing a **$1.9 million judgment** related to a breach of contract claim from a former CEO, with an unpredictable outcome[57](index=57&type=chunk) Segment Income Before Taxes for Nine Months Ended (in thousands) | Segment | Mar 26, 2023 | Mar 27, 2022 | | :--- | :--- | :--- | | Pizza Inn Franchising | $4,907 | $4,506 | | Pie Five Franchising | $761 | $748 | | Corporate administration and other | ($4,343) | ($4,006) | | **Total Income Before Taxes** | **$1,325** | **$1,245** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue growth was driven by Pizza Inn's performance, but higher expenses and taxes reduced net income, while a stock repurchase impacted liquidity [Overview and Brand Performance](index=16&type=section&id=Overview%20and%20Brand%20Performance) Pizza Inn's domestic retail sales grew 15.6% in Q3, while Pie Five's sales saw a modest 2.6% increase - For Q3 FY2023, net income was **$0.3 million**, down from $0.5 million year-over-year, primarily due to a **$0.1 million** increase in income tax expense[77](index=77&type=chunk) Pizza Inn Domestic Retail Sales - Q3 (in thousands) | | **Mar 26, 2023** | **Mar 27, 2022** | **% Change** | | :--- | :--- | :--- | :--- | | Total Domestic Retail Sales | $25,689 | $22,228 | 15.6% | | Comparable Store Retail Sales | $25,321 | $21,906 | 15.6% | Pie Five Domestic Retail Sales - Q3 (in thousands) | | **Mar 26, 2023** | **Mar 27, 2022** | **% Change** | | :--- | :--- | :--- | :--- | | Total Domestic Retail Sales | $4,998 | $4,870 | 2.6% | | Comparable Store Retail Sales | $4,756 | $4,399 | 8.1% | [Financial Results and Non-GAAP Measures](index=18&type=section&id=Financial%20Results%20and%20Non-GAAP%20Measures) Q3 revenue increased to $3.0 million, but higher franchise and tax expenses offset gains, keeping Adjusted EBITDA stable at $0.6 million Adjusted EBITDA Reconciliation (in thousands) | | Three Months Ended | | Nine Months Ended | | | :--- | :--- | :--- | :--- | :--- | | | **Mar 26, 2023** | **Mar 27, 2022** | **Mar 26, 2023** | **Mar 27, 2022** | | **Net income** | $323 | $493 | $978 | $1,235 | | **EBITDA** | $492 | $556 | $1,484 | $1,444 | | **Adjusted EBITDA** | $568 | $590 | $1,725 | $1,586 | - Pizza Inn franchise revenues increased to **$2.5 million** for Q3 FY2023 from $2.1 million in the prior year[100](index=100&type=chunk) - Franchise expenses increased to **$1.0 million** for Q3 FY2023 from $0.7 million YoY, mainly due to higher payroll, advertising, and travel costs[103](index=103&type=chunk) - Income tax expense for Q3 FY2023 was **$115 thousand**, a significant increase from $3 thousand in the same period last year[108](index=108&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) Cash from operations of $1.2 million was offset by a $5.0 million stock repurchase, but management believes liquidity remains sufficient - Cash provided by operating activities was **$1.2 million** for the nine-month period, compared to $0.5 million in the prior year[112](index=112&type=chunk) - Net cash used in financing activities was **$5.0 million** for the nine-month period, primarily due to stock repurchases[114](index=114&type=chunk) - Management believes current cash on hand combined with net cash provided by operations will be **sufficient to fund operations** for the next 12 months and beyond[115](index=115&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - Not required for a smaller reporting company[128](index=128&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls - Based on an evaluation, the company's principal executive and financial officers concluded that **disclosure controls and procedures were effective**[131](index=131&type=chunk) - There were **no material changes** in the Company's internal controls over financial reporting during the most recent fiscal quarter[131](index=131&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company is appealing a $1.9 million judgment from a former CEO's lawsuit, with an unpredictable final outcome - A court entered a **$1.9 million judgment** against the Company in a case with its former CEO[134](index=134&type=chunk) - The Company has **appealed the judgment**, and the ultimate outcome cannot be predicted at this time[134](index=134&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) This section is not applicable as the company is a smaller reporting company - Not required for a smaller reporting company[136](index=136&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 3.4 million shares in the last six months, with 2.0 million shares remaining under its expanded repurchase plan - The board amended the stock purchase plan to increase the repurchase authorization to a total of **8,016,000 shares**[137](index=137&type=chunk) - During the six months ended March 26, 2023, the Company repurchased **3,356,977 shares**, leaving 1,997,974 shares available for future repurchase[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Not applicable - Not applicable[139](index=139&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[140](index=140&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) None - None[141](index=141&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including officer certifications and interactive data files - The exhibits include **certifications from the Principal Executive Officer and Principal Financial Officer**[145](index=145&type=chunk)
Rave Restaurant (RAVE) - 2023 Q2 - Quarterly Report
2023-02-02 14:00
Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) Commission File Number: 0-12919 RAVE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) Missouri 45-3189287 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3551 Plano Parkway The Colony, Texas 75056 (Address of principal executive offices) (Zip Code) (469) 384-5000 (Registrant's telephone number, including area code) Securities registere ...
Rave Restaurant (RAVE) - 2023 Q1 - Quarterly Report
2022-11-03 13:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) Commission File Number: 0-12919 RAVE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) Missouri 45-3189287 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3551 Plano Parkway The Colony, Texas 75056 (Address of principal executive offices) (Zip Code) | Title of each class | Trading Symbol(s) | Name of each exchange on which | | --- | --- ...
Rave Restaurant (RAVE) - 2022 Q4 - Annual Report
2022-09-23 13:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K (Mark One) ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 26, 2022 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____ to _____. Commission File Number 0-12919 RAVE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) Missouri 45-3189287 (State or other ...
Rave Restaurant (RAVE) - 2022 Q3 - Quarterly Report
2022-05-06 13:01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) Commission File Number: 0-12919 RAVE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Missouri 45-3189287 3551 Plano Parkway The Colony, Texas 75056 (Address of principal executive offices) (Zip Code) (469) 384-5000 (Registrant's telephone number, including area code) Securities registere ...
Rave Restaurant (RAVE) - 2022 Q2 - Quarterly Report
2022-02-04 14:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) Commission File Number: 0-12919 RAVE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Missouri 45-3189287 3551 Plano Parkway The Colony, Texas 75056 (Address of principal executive offices) (Zip Code) (469) 384-5000 (Registrant's telephone number, including area code) Securities registere ...
Rave Restaurant (RAVE) - 2022 Q1 - Quarterly Report
2021-11-04 13:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) Commission File Number: 0-12919 RAVE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Missouri 45-3189287 3551 Plano Parkway The Colony, Texas 75056 (Address of principal executive offices) (Zip Code) (469) 384-5000 (Registrant's telephone number, including area code) Securities registere ...
Rave Restaurant (RAVE) - 2021 Q4 - Annual Report
2021-09-21 13:00
Part I [Item 1. Business](index=3&type=section&id=ITEM%201.%20BUSINESS%2E) Rave Restaurant Group franchises Pizza Inn and Pie Five pizza brands, generating revenue from fees, royalties, and rebates [General and Our Concepts](index=3&type=section&id=General%20and%20Our%20Concepts) The company franchises Pizza Inn and Pie Five, operating 200 units across Buffet, Delco, Express, and fast-casual formats Total Restaurant Units as of June 27, 2021 | Brand/Type | Count | | :--- | :--- | | **Pie Five Units (Franchised)** | 33 | | **Pizza Inn Restaurants (Franchised)** | 156 | | - Domestic Buffet Units | 70 | | - Domestic Delco Units | 10 | | - Domestic Express Units | 44 | | - International Units | 32 | | **PIE Units (Licensed)** | 11 | - The company's domestic Pizza Inn presence is concentrated in the southern U.S., with Texas, Arkansas, North Carolina, and Mississippi accounting for approximately **25%**, **21%**, **16%**, and **8%** of domestic units, respectively[13](index=13&type=chunk) - Pizza Inn offers various formats: Buffet Units (**2,100-4,500 sq ft**), Delco Units for delivery/carryout (**~1,200 sq ft**), and Express Units in non-traditional locations like convenience stores and airports (**200-400 sq ft**)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - Pie Five is a fast-casual concept where customers create individualized pizzas. Restaurants are typically **1,800-2,400 sq ft** and located in high-traffic urban or suburban areas[21](index=21&type=chunk)[22](index=22&type=chunk) [Development and Operations](index=4&type=section&id=Development%20and%20Operations) The company expands through franchising Pizza Inn and Pie Five, outlining fees, royalties, and advertising in agreements, while providing training and enforcing brand standards Domestic Franchise Agreement Terms | Term | Pizza Inn Buffet | Pizza Inn Delco | Pizza Inn Express | Pie Five Unit | | :--- | :--- | :--- | :--- | :--- | | **Franchise Fee** | $30,000 | $10,000 | $5,000 | $30,000 | | **Initial Term** | 20 years | 10 years | 5 years | 10 years | | **Royalty Rate** | 4% of sales | 4% of sales | 4% of sales | 6% of sales | | **National Ad Fund** | 3% of sales | 3% of sales | 3% of sales | 2% of sales | | **Total Ad Spending** | 4% of sales | 4% of sales | 4% of sales | 5% of sales | - Growth strategy for Pizza Inn involves opening new franchised restaurants domestically and evaluating development in international markets, particularly the Middle East[24](index=24&type=chunk) - As of June 27, 2021, the company did not operate any company-owned restaurants but states an intention to open and operate them in the future[34](index=34&type=chunk) - PIE Kiosk license agreements have a **five-year initial term** and do not charge development fees, license fees, royalties, or advertising assessments. The company earns revenue through supplier rebates[31](index=31&type=chunk) [Marketing, Competition, and Other Information](index=6&type=section&id=Marketing%2C%20Competition%2C%20and%20Other%20Information) The company's marketing is franchisee-funded, operates in a highly competitive industry, owns key trademarks, and is subject to regulations, employing 23 people - Franchisees contribute a specified percentage of sales to a company-managed fund for marketing and advertising programs[41](index=41&type=chunk) - The company faces intense competition from international, national, and regional restaurant chains, local operators, and frozen pizza products in grocery stores[47](index=47&type=chunk) - The company is subject to FTC regulations requiring the provision of a franchise disclosure document to prospective franchisees[45](index=45&type=chunk) - As of June 27, 2021, the company had **23 employees**, none of whom were covered by collective bargaining agreements[46](index=46&type=chunk) [Item 1A. Risk Factors](index=8&type=section&id=ITEM%201A.%20RISK%20FACTORS%2E) Disclosure of risk factors is not required as the company qualifies as a smaller reporting company - Disclosure of risk factors is not required as the company qualifies as a smaller reporting company[49](index=49&type=chunk) [Item 1B. Unresolved Staff Comments](index=8&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS%2E) The company reports no unresolved staff comments - Not applicable[50](index=50&type=chunk) [Item 2. Properties](index=8&type=section&id=ITEM%202.%20PROPERTIES%2E) The company leases its 19,576 sq ft corporate office and holds lease obligations for ten other locations, either subleased or assigned - The company leases its corporate office facility of **19,576 square feet** under a **ten-year term** that commenced on January 2, 2017[51](index=51&type=chunk) - The company has contingent or direct lease obligations for **ten additional locations**, two of which are subleased and eight are assigned to franchisees[52](index=52&type=chunk) [Item 3. Legal Proceedings](index=8&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS%2E) The company is subject to ordinary course legal actions, which are not expected to materially affect its financial condition - The company states that pending legal actions are not expected to have a material adverse effect on its financial results, cash flows, or condition[53](index=53&type=chunk) [Item 4. Mine Safety Disclosures](index=8&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES%2E) This section is not applicable to the company - Not applicable[54](index=54&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=9&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES%2E) The company's common stock trades on NASDAQ under 'RAVE', with no dividends paid or shares repurchased in fiscal 2021 Quarterly Common Stock Price Range (NASDAQ: RAVE) | Fiscal Year/Quarter | High ($) | Low ($) | | :--- | :--- | :--- | | **Fiscal 2021** | | | | Q4 (ended 6/27/2021) | 1.68 | 1.15 | | Q3 (ended 3/28/2021) | 2.09 | 0.85 | | Q2 (ended 12/27/2020) | 2.36 | 0.42 | | Q1 (ended 9/27/2020) | 0.91 | 0.38 | | **Fiscal 2020** | | | | Q4 (ended 6/28/2020) | 1.23 | 0.52 | | Q3 (ended 3/29/2020) | 1.83 | 0.69 | | Q2 (ended 12/29/2019) | 2.85 | 1.44 | | Q1 (ended 9/29/2019) | 3.21 | 2.04 | - The company did not pay any dividends on its common stock during fiscal 2021 or 2020 and has no current intention to pay dividends[58](index=58&type=chunk) - Under the 2007 Stock Purchase Plan, the company is authorized to repurchase up to **3,016,000 shares**, but no purchases were made in fiscal year 2021[59](index=59&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=11&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS%2E) In fiscal 2021, the company achieved a **$1.5 million net income** from a **$4.2 million net loss** in fiscal 2020, driven by reduced expenses and a PPP loan gain [Results of Operations Overview](index=11&type=section&id=Results%20of%20Operations%20Overview) In fiscal 2021, the company achieved a **net income of $1.5 million** and **Adjusted EBITDA of $2.0 million**, a significant improvement despite decreased revenues Key Financial Results (Fiscal Year Ended) | Metric | June 27, 2021 | June 28, 2020 | Change | | :--- | :--- | :--- | :--- | | Revenues | $8.6M | $10.0M | ($1.4M) | | Net Income (Loss) | $1.5M | ($4.2M) | +$5.7M | | Basic EPS | $0.09 | ($0.28) | +$0.37 | | Diluted EPS | $0.09 | ($0.28) | +$0.37 | Adjusted EBITDA Reconciliation (in thousands) | Line Item | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Net income (loss) | $1,520 | $(4,233) | | Interest expense | 92 | 95 | | Income taxes | (29) | 4,078 | | Depreciation and amortization | 167 | 186 | | **EBITDA** | **$1,750** | **$126** | | Adjustments | 215 | 439 | | **Adjusted EBITDA** | **$1,965** | **$566** | - Total domestic comparable store retail sales for both brands combined decreased slightly to **$83.7 million** in FY2021 from **$85.5 million** in FY2020[67](index=67&type=chunk) [COVID-19 Pandemic](index=12&type=section&id=COVID-19%20Pandemic) The COVID-19 pandemic severely disrupted operations, reducing retail sales and royalties, prompting cost-control measures, with future impacts unpredictable - Pandemic-related restrictions on in-store dining led to dramatically reduced retail sales at Buffet and Pie Five units, which was only modestly offset by increased carry-out and delivery sales[70](index=70&type=chunk) - The company took cost-saving measures in response to the pandemic, including participating in the PPP loan program, furloughing employees, and implementing a **20% base salary reduction** for remaining employees in Q4 of fiscal 2020[70](index=70&type=chunk) [Brand Performance Summaries](index=12&type=section&id=Brand%20Performance%20Summaries) Pizza Inn's domestic retail sales decreased by **9.9%** to **$70.1 million**, while Pie Five's sales dropped **31.8%** to **$17.7 million** in fiscal 2021 Pizza Inn Domestic Performance (FY2021 vs FY2020) | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Total Domestic Retail Sales | $70.1M | $77.8M | -9.9% | | Comparable Store Retail Sales | $68.1M | $68.8M | -1.0% | | Average Units Open | 144 | 152 | -5.3% | | Ending Domestic Units | 135 | 151 | -10.6% | Pie Five Domestic Performance (FY2021 vs FY2020) | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Total Domestic Retail Sales | $17.7M | $26.0M | -31.8% | | Comparable Store Retail Sales | $15.6M | $16.6M | -6.2% | | Average Units Open | 37 | 54 | -31.5% | | Ending Domestic Units | 33 | 42 | -21.4% | - The net decrease of **9 Pie Five units** in fiscal 2021 was primarily due to the closure of poor-performing units, which management believes provides a stronger foundation for future growth[80](index=80&type=chunk) [Financial Results Analysis](index=17&type=section&id=Financial%20Results%20Analysis) Total revenues decreased to **$8.6 million** in fiscal 2021, primarily due to a **37.7% drop** in Pie Five franchise revenues, while total costs and expenses significantly decreased - Pie Five franchise revenues decreased by **$1.1 million (37.7%)** in FY2021, primarily due to a reduced restaurant count and the effects of COVID-19[92](index=92&type=chunk) - Total general and administrative (G&A) expenses decreased by **$0.8 million** to **$4.7 million** in FY2021, mainly from lower Pie Five advertising costs and payroll[95](index=95&type=chunk) - Impairment of long-lived assets and other lease charges decreased dramatically to **$21 thousand** in FY2021 from **$880 thousand** in FY2020[98](index=98&type=chunk) - The company has net operating loss carryforwards of **$23.6 million** available to reduce future taxable income, which will begin to expire in 2032[103](index=103&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved in fiscal 2021, with **$1.5 million cash from operations** and **$3.9 million from financing**, including a forgiven PPP loan Cash Flow Summary (in millions) | Cash Flow Source | FY 2021 | FY 2020 | | :--- | :--- | :--- | | From Operating Activities | $1.5 | ($0.4) | | From Investing Activities | ($0.2) | $0.1 | | From Financing Activities | $3.9 | $1.0 | - The **$0.7 million** Paycheck Protection Program (PPP) loan received in April 2020 was fully forgiven in the fourth quarter of fiscal 2021[114](index=114&type=chunk) - The 2017 At Market Issuance (ATM) Offering expired on November 6, 2020, after raising aggregate gross proceeds of **$4.4 million** over its life[115](index=115&type=chunk) - As of June 27, 2021, **$1.6 million** in par value of the **4% Convertible Senior Notes due 2022** remained outstanding[119](index=119&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=24&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the company's audited consolidated financial statements for fiscal years 2021 and 2020, including the auditor's report, core statements, and notes [Report of Independent Registered Public Accounting Firm](index=32&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Armanino LLP issued an unqualified opinion on the consolidated financial statements, identifying Revenue Recognition as a Critical Audit Matter - The auditor identified Revenue Recognition as a Critical Audit Matter, citing the significant analysis and judgment required due to different contract types, lengths, terms, and conditions for the company's various revenue sources[172](index=172&type=chunk) [Consolidated Financial Statements](index=34&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show a **net income of $1.52 million** in fiscal 2021, a turnaround from a **$4.23 million net loss** in 2020, with improved assets and reduced liabilities Consolidated Statement of Operations Highlights (in thousands) | Line Item | FY 2021 | FY 2020 | | :--- | :--- | :--- | | **Revenues** | **$8,593** | **$10,028** | | Total costs and expenses | 7,759 | 10,183 | | Gain on forgiveness of PPP loan | (657) | — | | **Income (Loss) Before Taxes** | **1,491** | **(155)** | | **Net Income (Loss)** | **$1,520** | **$(4,233)** | Consolidated Balance Sheet Highlights (in thousands) | Line Item | June 27, 2021 | June 28, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $8,330 | $2,969 | | **Total Assets** | **$13,345** | **$9,705** | | **Total Liabilities** | **$7,612** | **$9,202** | | **Total Shareholders' Equity** | **$5,733** | **$503** | [Notes to Consolidated Financial Statements](index=39&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, revenue, property, convertible notes, the forgiven PPP loan, income tax positions, lease obligations, and segment reporting, with Pizza Inn Franchising as the primary income contributor Revenue Breakdown (in thousands) | Revenue Source | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Franchise royalties | $3,689 | $3,697 | | Supplier and distributor incentive revenues | $3,482 | $3,906 | | Advertising funds contributions | $705 | $799 | | Franchise license fees | $308 | $853 | | Restaurant sales | $— | $240 | | Other | $389 | $533 | | **Total** | **$8,593** | **$10,028** | Segment Income/(Loss) Before Taxes (in thousands) | Segment | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Pizza Inn Franchising | $5,205 | $5,365 | | Pie Five Franchising | $799 | $1,140 | | Company-Owned Restaurants | ($292) | ($1,006) | | Corporate administration and other | ($4,221) | ($5,654) | | **Total** | **$1,491** | **($155)** | - The company maintains a full valuation allowance against its deferred tax assets due to uncertainty about their realizability. As of June 27, 2021, the company had net operating loss carryforwards of **$23.6 million**[209](index=209&type=chunk)[210](index=210&type=chunk) - The **$0.7 million** PPP loan was forgiven in the fourth quarter of fiscal 2021, resulting in a gain recognized in the statement of operations[240](index=240&type=chunk) [Item 9A. Controls and Procedures](index=24&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES%2E) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of June 27, 2021 - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal year[146](index=146&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of June 27, 2021[147](index=147&type=chunk) Part III [Items 10-14. Directors, Executive Compensation, Security Ownership, and Related Matters](index=25&type=section&id=ITEMS%2010-14) Information for Items 10-14, covering directors, executive compensation, security ownership, and related matters, is incorporated by reference from the definitive proxy statement - Information regarding Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and other related matters is incorporated by reference from the company's forthcoming definitive proxy statement[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=26&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES%2E) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K report, including corporate governance, debt, and material contracts - This item provides a list of all financial statements and exhibits filed with the 10-K report, including key corporate and financial agreements[156](index=156&type=chunk)
Rave Restaurant (RAVE) - 2021 Q3 - Quarterly Report
2021-05-06 12:30
SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) Commission File Number: 0-12919 RAVE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) Missouri 45-3189287 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.) 3551 Plano Parkway The Colony, Texas 75056 (Address of principal executive offices) (469) 384-5000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant ...