UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2023

Rave Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)

Missouri
0-12919
45-3189287
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

3551 Plano Parkway, The Colony, Texas
 
   75056
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (469) 384-5000

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
RAVE
Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company  

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.   ☐



Item 2.02
Results of Operations and Financial Condition

On September 21, 2023, Rave Restaurant Group, Inc. issued a press release discussing financial results of its fourth quarter and fiscal year ended June 25, 2023, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits.

  99.1
Rave Restaurant Group, Inc. press release dated September 21, 2023.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Rave Restaurant Group, Inc.
     
Date:  September 21, 2023
By:
/s/ CLINTON D. FENDLEY
   
Clinton D. Fendley
   
Chief Financial Officer
   
(principal financial officer)




Exhibit 99.1


September 21, 2023

RAVE Restaurant Group, Inc. Reports Fourth Quarter and Year End Financial Results

Dallas, Texas – RAVE Restaurant Group, Inc. (NASDAQ: RAVE) today reported financial results for the fourth quarter and fiscal year ended June 25, 2023.

Fourth Quarter Highlights:


Total revenue increased by $0.2 million to $3.0 million for the fourth quarter of fiscal 2023 compared to the same period of the prior year.
 

Adjusted EBITDA decreased by $0.2 million to $1.0 million for the fourth quarter of fiscal 2023 compared to the same period of the prior year.
 

Pizza Inn domestic comparable store retail sales increased 9.0% in the fourth quarter of fiscal 2023 compared to the same period of the prior year.
 

Pie Five domestic comparable store retail sales decreased 0.6% in the fourth quarter of fiscal 2023 compared to the same period of the prior year.
 

The Company recorded net income of $0.6 million for the fourth quarter of fiscal 2023 compared to net income of $6.8 million for the same period of the prior year.
 

Income before taxes decreased by $0.3 million to $0.8 million for the fourth quarter of fiscal 2023 compared to the same period of the prior year.
 

On a fully diluted basis, net income decreased by $0.34 to $0.04 per share for the fourth quarter of fiscal 2023 compared to the same period of the prior year.
 

Cash and cash equivalents were $5.3 million on June 25, 2023.
 

Pizza Inn domestic unit count finished at 123.
 

Pizza Inn international unit count finished at 34.
 

Pie Five domestic unit count finished at 27.
 

Annual Highlights:


Total revenue increased by $1.2 million during fiscal 2023 to $11.9 million at June 25, 2023.
 

Adjusted EBITDA of $2.7 million for fiscal 2023 was a $0.1 million decrease from the prior year.
 

RAVE total domestic comparable store retail sales increased 10.3% for the year ended June 25, 2023 compared to the same period of the prior year.
 

Pizza Inn domestic comparable store retail sales increased 11.3% for the year ended June 25, 2023 compared to the same period of the prior year.
 

Pie Five domestic comparable store retail sales increased 5.4% for the year ended June 25, 2023 compared to the same period of the prior year.
 

Net income decreased by $6.4 million to $1.6 million in fiscal 2023 compared to net income of $8.0 million for fiscal 2022.
 

Income before taxes decreased by $0.2 million to $2.2 million in fiscal 2023 compared to $2.4 million in fiscal 2022.
 

On a fully diluted basis, the Company reported net income of $0.10 per share in fiscal 2023 compared to $0.45 per share in the prior year.
 

The Company used $5.0 million to repurchase shares of its common stock during fiscal 2023.
 

Both fiscal 2023 and fiscal 2022 contained 52 weeks.
 

Cash provided by operating activities increased by $1.2 million to $2.6 million in fiscal 2023 compared to $1.4 million in fiscal 2022.
 

Cash and cash equivalents decreased $2.4 million during fiscal 2023 to $5.3 million at June 25, 2023.
 

“Adding our 13th consecutive quarter of profitability is a great way for RAVE to end a strong fiscal year ‘23,” said Brandon Solano, Chief Executive Officer of RAVE Restaurant Group, Inc. “Our fiscal year shows significant same store sales growth at both Pizza Inn and Pie Five, double digit total revenue growth, and an increase in earnings quality as we overlapped $0.7 million in prior year Employee Retention Credit (ERC) funding resulting in a modest $0.2 million dip in pre-tax income.”

“While maintaining the discipline of cost controls, we continue to invest in the future of our business,” Solano said.  “The investments in our Pizza Inn retail image have begun to pay returns as we opened our first new image retail prototype in Asheboro, NC, in May and begin a new era of reimaging our tired buffet assets in the Pizza Inn system.  Our development pipeline yielded 4 new buffets in Q4, resulting in net +5 Pizza Inn buffets for FY ’23, marking the second consecutive year of net buffet increases after 24 consecutive years without growth.”

Solano continued, “While the restaurant industry appears to have abandoned dine-in, we continue to lean into our differentiated strategy, focusing on the value and variety of Pizza Inn’s buffet while capturing delivery and carry-out.  We know our customers are hungry for a connection and an ’experience‘ with their family. To deliver on customer expectations and increase our competitiveness, we announced a required buffet reimaging program at our Pizza Inn franchise convention in July.  We plan to reimage our tired buffet assets and bring our new retail image to 95% of our locations within the next 3 years.”

“Similarly, Pie Five is undergoing significant investment and changes.  After rolling out the most significant menu transformation in the brand’s history, focusing on differentiated pizzas made for the individual and eliminating large pizzas, we are implementing a test to add Pizza Inn “ghost kitchens” to targeted Pie Five locations.  This test will leverage Pizza Inn’s “latent brand equity” in areas without Pizza Inn coverage to drive volume and four-wall economics.  We expect to be in field with this test in Q2.”

“Overall we had a strong fiscal year ’23 and I’m grateful for our gritty franchisees and team members and their relentless commitment to excellence.”

Clint Fendley, Chief Financial Officer of RAVE Restaurant Group, Inc. further explained, “Fiscal 2023’s financial results highlight the Company’s continued efforts to invest in our brands while maintaining a healthy balance sheet and creating value for our shareholders. During fiscal 2023, domestic buffet count increased and comparable sales grew for both brands, resulting in revenue growth outpacing expenses. Cash provided by operating activities increased by $1.2 million and we repurchased shares of our common stock for a total of $5.0 million during fiscal 2023.”
 
“In fiscal 2022 we full recognized our deferred tax asset of $5.7 million due to the long-term earnings and growth prospects for our company, impacting year-over-year fiscal 2023 net income comparisons.”
 
“As we reimage locations and expand our brand, we plan on maintaining cost controls and seeking out ways to maximize value for our shareholders. We look forward to continued execution of our differentiated strategy and investment in our brands during fiscal 2024.”
 
Non-GAAP Financial Measures

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 its financial statements prepared in accordance with generally accepted accounting principles.


The Company considers 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. The Company believes that EBITDA is helpful to investors in evaluating its results of operations without the impact of expenses affected by financing methods, accounting methods and the tax environment. The Company believes 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. 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.

“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, franchise default and closed store revenue/expense, and closed and non-operating store costs. A reconciliation of these non-GAAP financial measures to net income is included with the accompanying financial statements.

Note Regarding Forward Looking Statements

Certain statements in this press release, other than historical information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created thereby. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties and assumptions. Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, the effectiveness of our cost cutting measures, the continued returns on our reimaging initiatives, the strength of our development pipeline, as well as 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 the control of RAVE Restaurant Group, Inc. Although the assumptions underlying these forward-looking statements are believed to be reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that any forward-looking statements 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 the objectives and plans of RAVE Restaurant Group, Inc. will be achieved.


About RAVE Restaurant Group, Inc.
Dallas-based RAVE Restaurant Group [NASDAQ: RAVE] has inspired restaurant innovation and countless customer smiles with its trailblazing pizza concepts. The Company franchises, licenses and supplies Pie Five and Pizza Inn restaurants operating domestically and internationally. The Pizza Inn experience is unlike your typical buffet. Since 1958, Pizza Inn’s house-made dough, house-shredded 100% whole milk mozzarella cheese, fresh ingredients and house-made signature sauce combined with friendly service solidified the brand to become America’s favorite hometown pizza place. This, in addition to its small-town vibe, are the hallmarks of Pizza Inn restaurants. In 2011, RAVE introduced Pie Five Pizza, pioneering a fast-casual pizza brand that transformed the classic pizzeria into a concept offering personalization, sophisticated ingredients and speed. Pie Five’s craft pizzas are baked fresh daily and feature house-made ingredients, creative recipes and craveable crust creations. For more information, visit www.raverg.com, and follow on Instagram @pizzainnofficial and @piefivepizza.

Contact:
Investor Relations
RAVE Restaurant Group, Inc.
469-384-5000


RAVE RESTAURANT GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share amounts)
(Unaudited)

   
Three Months Ended
   
Twelve Months Ended
 
   
June 25,
2023
   
June 26,
2022
   
June 25,
2023
   
June 26,
2022
 
REVENUES:
 
$
3,048
   
$
2,823
   
$
11,889
   
$
10,692
 
                                 
COSTS AND EXPENSES:
                               
Cost of sales
   
-
     
-
     
-
     
1
 
General and administrative expenses
   
1,208
     
1,506
     
5,490
     
5,446
 
Franchise expenses
   
923
     
809
     
3,956
     
3,284
 
Impairment of long-lived assets and other lease charges
   
-
     
6
     
5
     
6
 
Bad debt expense
   
36
     
37
     
73
     
46
 
Interest expense
   
-
     
-
     
1
     
61
 
Depreciation and amortization expense
   
56
     
49
     
214
     
187
 
Total costs and expenses
   
2,223
     
2,407
     
9,739
     
9,031
 
                                 
OTHER INCOME:
                               
Gain on forgiveness of PPP loan
   
-
     
-
     
-
     
-
 
Employee retention credit
   
-
     
704
     
-
     
704
 
Total other income
   
-
     
704
     
-
     
704
 
                                 
INCOME (LOSS) BEFORE TAXES
   
825
     
1,120
     
2,150
     
2,365
 
Income tax benefit
   
(190
)
   
5,667
     
(537
)
   
5,657
 
NET INCOME
   
635
     
6,787
     
1,613
     
8,022
 
                                 
 
INCOME PER SHARE OF COMMON STOCK - BASIC:
 
$
0.04
   
$
0.38
   
$
0.11
   
$
0.45
 
                                 
INCOME PER SHARE OF COMMON STOCK - DILUTED:
 
$
0.04
   
$
0.38
   
$
0.10
   
$
0.45
 
                                 
Weighted average common shares outstanding - basic
   
14,154
     
17,958
     
15,323
     
17,993
 
                                 
Weighted average common and potential dilutive common shares outstanding
   
14,742
     
17,958
     
15,911
     
17,993
 


RAVE RESTAURANT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)

   
June 25,
2023
   
June 26,
2022
 
ASSETS
           
             
CURRENT ASSETS
           
Cash and cash equivalents
 
$
5,328
   
$
7,723
 
Accounts receivable, less allowance for bad debts of $58 and $27, respectively
   
1,145
     
1,981
 
Notes receivable, current
   
105
     
172
 
Property held for sale
   
19
     
 
Deferred contract charges, current
   
33
     
36
 
Prepaid expenses and other current assets
   
204
     
146
 
Total current assets
   
6,834
     
10,058
 
                 
LONG-TERM ASSETS
               
Property and equipment, net
   
258
     
365
 
Operating lease right of use asset, net
   
1,227
     
1,664
 
Intangible assets definite-lived, net
   
328
     
232
 
Notes receivable, net of current portion
   
28
     
201
 
Deferred tax asset, net
   
5,342
     
5,772
 
Deferred contract charges, net of current portion
   
220
     
224
 
Total assets
 
$
14,237
   
$
18,516
 
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
Accounts payable - trade
 
$
502
   
$
669
 
Accrued expenses
   
890
     
1,082
 
Other current liabilities
   
1
     
81
 
Operating lease liability, current
   
463
     
490
 
Short term loan
   
     
30
 
Deferred revenues, current
   
342
     
538
 
Total current liabilities
   
2,198
     
2,890
 
                 
LONG-TERM LIABILITIES
               
Operating lease liability, net of current portion
   
958
     
1,421
 
Deferred revenues, net of current portion
   
690
     
793
 
Total liabilities
   
3,846
     
5,104
 
                 
COMMITMENTS AND CONTINGENCIES (SEE NOTE K)
               
                 
SHAREHOLDERS’ EQUITY
               
Common stock, $0.01 par value; authorized 26,000,000 shares; issued 25,090,058 and 25,090,058 shares, respectively; outstanding 14,154,453 and 17,511,430 shares, respectively
   
251
     
251
 
Additional paid-in capital
   
37,729
     
37,384
 
Retained earnings
   
2,439
     
826
 
Treasury stock at cost
               
Shares in treasury: 10,935,605 and 7,578,628 respectively
   
(30,028
)
   
(25,049
)
Total shareholders’ equity
   
10,391
     
13,412
 
                 
Total liabilities and shareholders’ equity
 
$
14,237
   
$
18,516
 


RAVE RESTAURANT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

   
Fiscal Year Ended
 
   
June 25,
2023
   
June 26,
2022
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
 
$
1,613
   
$
8,022
 
Adjustments to reconcile net income to cash provided by operating activities:
               
Impairment of long-lived assets and other lease charges
   
5
     
6
 
Stock-based compensation expense
   
345
     
169
 
Depreciation and amortization
   
141
     
140
 
Amortization of operating right of use assets
   
437
     
421
 
Amortization of intangible assets definite-lived
   
73
     
47
 
Amortization of debt issue costs
   
     
21
 
Allowance for bad debts
   
73
     
46
 
Deferred income tax
   
430
     
(5,772
)
Changes in operating assets and liabilities:
               
Accounts receivable
   
763
     
(1,116
)
Notes receivable
   
28
     
80
 
Deferred contract charges
   
7
     
(18
)
Prepaid expenses and other
   
(58
)
   
50
 
Accounts payable - trade
   
(167
)
   
25
 
Accrued expenses
   
(272
)
   
158
 
Other current liabilities
   
     
35
 
Operating lease liability
   
(490
)
   
(465
)
Deferred revenues
   
(299
)
   
(465
)
Cash provided by operating activities
 
$
2,629
   
$
1,384
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Payments received on notes receivable
   
212
     
500
 
Proceeds from sale of assets
   
7
     
 
Purchase of intangible assets definite-lived
   
(169
)
   
(96
)
Purchase of property and equipment
   
(65
)
   
(66
)
Cash (used in)/provided by investing activities
   
(15
)
   
338
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Purchase of treasury stock
   
(4,979
)
   
(512
)
Payment of convertible notes
   
     
(1,597
)
Payments on short term loan
   
(30
)
   
(220
)
Cash used in financing activities
   
(5,009
)
   
(2,329
)
                 
Net decrease in cash and cash equivalents
   
(2,395
)
   
(607
)
Cash and cash equivalents, beginning of period
   
7,723
     
8,330
 
Cash and cash equivalents, end of period
 
$
5,328
   
$
$ 7,723
 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
                 
CASH PAID FOR:
               
Interest
 
$
1
   
$
64
 
Income taxes (net of refunds)
 
$
87
   
$
31
 


RAVE RESTAURANT GROUP, INC.
ADJUSTED EBITDA
(In thousands)
(Unaudited)

   
Three Months Ended
   
Twelve Months Ended
 
   
June 25,
2023
   
June 26,
2022
   
June 25,
2023
   
June 26,
2022
 
Net income
 
$
635
   
$
6,787
   
$
1,613
   
$
8,022
 
Interest expense
   
-
     
-
     
1
     
61
 
Income taxes
   
190
     
(5,667
)
   
537
     
(5,657
)
Depreciation and amortization
   
56
     
49
     
214
     
187
 
EBITDA
 
$
881
   
$
1,169
   
$
2,365
   
$
2,613
 
Stock compensation expense
   
86
     
42
     
345
     
169
 
Severance
   
-
     
20
     
-
     
53
 
Pre-opening costs
   
-
     
-
     
-
     
-
 
Gain on sale of assets
   
-
     
-
     
-
     
-
 
Impairment of long-lived assets and other lease charges
   
-
     
6
     
5
     
6
 
Franchisee default and closed store revenue
   
10
     
(17
)
   
(13
)
   
(38
)
Closed and non-operating store costs
   
-
     
(1
)
   
-
     
3
 
Adjusted EBITDA
 
$
977
   
$
1,219
   
$
2,702
   
$
2,806
 


v3.23.3
Document and Entity Information
May 04, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 04, 2023
Entity File Number 0-12919
Entity Registrant Name Rave Restaurant Group, Inc.
Entity Central Index Key 0000718332
Entity Incorporation, State or Country Code MO
Entity Tax Identification Number 45-3189287
Entity Address, Address Line One 3551 Plano Parkway
Entity Address, City or Town The Colony
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75056
City Area Code 469
Local Phone Number 384-5000
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol RAVE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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