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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 2, 2024

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 May 2, 2024, Rave Restaurant Group, Inc. issued a press release discussing financial results of its third fiscal quarter ended March 24, 2024, 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 May 2, 2024.


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:  May 2, 2024
By:
/s/ JAY D. ROONEY
   
Jay D. Rooney
   
Chief Financial Officer
   
(principal financial officer)



EX-99.1 2 ef20028262_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1


May 2, 2024

RAVE Restaurant Group, Inc. Reports Third Quarter Results

Dallas, Texas – RAVE Restaurant Group, Inc. (NASDAQ: RAVE) today reported financial results for the third quarter of fiscal 2024 ended March 24, 2024.

Third Quarter Highlights:


The Company recorded net income of $0.7 million for the third quarter of fiscal 2024 compared to net income of $0.3 million for the same period of the prior year.
 

Income before taxes increased 95.2% to $0.9 million for the third quarter of fiscal 2024 compared to the same period of the prior year.
 

Total revenue remained stable at $3.0 million for the third quarter of fiscal 2024 compared to the same period of the prior year.
 

Adjusted EBITDA increased by $0.2 million to $0.8 million for the third quarter of fiscal 2024 compared to the same period of the prior year.
 

On a fully diluted basis, net income increased by $0.02 to $0.04 per share for the third quarter of fiscal 2024 compared to the same period of the prior year.
 

Pizza Inn domestic comparable store retail sales decreased slightly by 1.9% in the third quarter of fiscal 2024 compared to the same period of the prior year. In the prior year third quarter, comparable store sales were up 15.6% from the third quarter of 2022.
 

Pie Five domestic comparable store retail sales decreased 6.4% in the third quarter of fiscal 2024 compared to the same period of the prior year. In the prior year third quarter, comparable store sales were up 8.4% from the third quarter of 2022.
 

Cash and cash equivalents were $6.3 million on March 24, 2024.
 

Pizza Inn domestic unit count finished at 104.
 

Pizza Inn international unit count finished at 21.
 

Pie Five domestic unit count finished at 23.
 

“Following a strong first half of the year, we’ve hit our 16th consecutive quarter of profitability with steady same-store sales at both Pizza Inn and Pie Five in Q3,” said Brandon Solano, Chief Executive Officer of RAVE Restaurant Group, Inc. "This fiscal quarter, we restructured our executive team with some of the industry’s most well-respected and results-driving talent, further elevating the caliber of our overall team, while at the same time realizing significant savings in employee-related expenses.”

“We are proud of our Q3 performance over the past three years. Over the past two years, same-store sales have increased by 13.7% at Pizza Inn and by 1.7% at Pie Five, and in the last three years, Q3 same-store sales grew 36.5% and 23.1% at Pizza Inn and Pie Five respectively. We are pleased to report growth in RAVE’s total overall Q3 sales, profit and net income as compared to the same period last year," Solano continued. “Through the first three quarters of the current fiscal year, we have matched the $1.6 million in net income that the company delivered in all four quarters combined in the prior fiscal year. This is a testament to the dedication of our team and the effectiveness of our financial strategies, positioning us for sustained growth and shareholder value."

On reimaging, Solano noted, “We are steadfast in our commitment to continue expanding our reimaging and marketing programs. As of the end of quarter three, we have 12 Pizza Inn restaurants set to begin the reimage process, in addition to the five sites that are already in progress or completed. This program embodies our determination to invest in our long-term success, as we expect to see double-digit same-store sales increases once completed.”

Newly hired Chief Financial Officer, Jay Rooney added, “I am very excited and feel fortunate to join the incredible RAVE team at this time when we are focused on right-sizing expenses to grow the bottom line. To generate over $1.0 million in operating cash this quarter was truly impressive. Equally exciting is the company’s commitment to revitalizing and growing sales through reimaging existing restaurants and opening new franchised restaurants. The middle of the P&L is solid and the top line has tremendous growth potential.” 

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 timing to complete as well as 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 @pizzainn and @piefivepizza.

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


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

   
Three Months Ended
   
Nine Months Ended
 
   
March 24, 2024
   
March 26, 2023
   
March 24, 2024
   
March 26, 2023
 
REVENUES
 
$
2,962
   
$
2,970
   
$
8,795
   
$
8,841
 
                                 
COSTS AND EXPENSES
                               
General and administrative expenses
   
1,272
     
1,486
     
3,932
     
4,282
 
Franchise expenses
   
812
     
964
     
2,828
     
3,033
 
Impairment of long-lived assets and other lease charges
   
     
     
     
5
 
Provision for credit losses
   
11
     
28
     
46
     
37
 
Interest (income) expense
   
(45
)
   
     
(93
)
   
1
 
Depreciation and amortization expense
   
58
     
54
     
170
     
158
 
Total costs and expenses
   
2,108
     
2,532
     
6,883
     
7,516
 
                                 
INCOME BEFORE TAXES
   
854
     
438
     
1,912
     
1,325
 
Income tax expense
   
(200
)
   
(115
)
   
(319
)
   
(347
)
NET INCOME
 
$
654
   
$
323
   
$
1,593
   
$
978
 
                                 
INCOME PER SHARE OF COMMON STOCK - BASIC
 
$
0.04
   
$
0.02
   
$
0.11
   
$
0.06
 
                                 
INCOME PER SHARE OF COMMON STOCK - DILUTED
 
$
0.04
   
$
0.02
   
$
0.11
   
$
0.06
 
                                 
Weighted average common shares outstanding - basic
   
14,587
     
14,154
     
14,395
     
15,712
 
                                 
Weighted average common shares outstanding - diluted
   
14,737
     
14,154
     
14,546
     
15,712
 


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

   
March 24,
2024
   
June 25,
2023
 
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
 
$
6,318
   
$
5,328
 
Accounts receivable, less allowance for credit losses of $33 and $58, respectively
   
1,338
     
1,145
 
Notes receivable, current
   
65
     
105
 
Assets held for sale
   
35
     
19
 
Deferred contract charges, current
   
27
     
33
 
Prepaid expenses and other current assets
   
431
     
204
 
Total current assets
   
8,214
     
6,834
 
                 
LONG-TERM ASSETS
               
Property and equipment, net
   
202
     
258
 
Operating lease right of use assets, net
   
913
     
1,227
 
Intangible assets definite-lived, net
   
273
     
328
 
Notes receivable, net of current portion
   
53
     
28
 
Deferred tax asset, net
   
5,095
     
5,342
 
Deferred contract charges, net of current portion
   
206
     
220
 
Total assets
 
$
14,956
   
$
14,237
 
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
Accounts payable - trade
 
$
652
   
$
502
 
Accrued expenses
   
674
     
891
 
Operating lease liabilities, current
   
421
     
463
 
Deferred revenues, current
   
192
     
342
 
Total current liabilities
   
1,939
     
2,198
 
                 
LONG-TERM LIABILITIES
               
Operating lease liabilities, net of current portion
   
644
     
958
 
Deferred revenues, net of current portion
   
573
     
690
 
Total liabilities
   
3,156
     
3,846
 
                 
COMMITMENTS AND CONTINGENCIES (SEE NOTE C)
               
                 
SHAREHOLDERS’ EQUITY
               
Common stock, $0.01 par value; authorized 26,000,000 shares; issued 25,522,171 and 25,090,058 shares, respectively; outstanding 14,586,566 and 14,154,453 shares, respectively
   
255
     
251
 
Additional paid-in capital
   
37,541
     
37,729
 
Retained earnings
   
4,032
     
2,439
 
Treasury stock, at cost
               
Shares in treasury: 10,935,605 and 10,935,605 respectively
   
(30,028
)
   
(30,028
)
Total shareholders' equity
   
11,800
     
10,391
 
                 
Total liabilities and shareholders' equity
 
$
14,956
   
$
14,237
 


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

   
Nine Months Ended
 
   
March 24,
2024
   
March 26,
2023
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
 
$
1,593
   
$
978
 
Adjustments to reconcile net income to cash provided by operating activities:
               
Impairment of long-lived assets and other lease charges
   
     
5
 
Stock-based compensation expense
   
127
     
259
 
Depreciation and amortization
   
107
     
105
 
Amortization of operating right of use assets
   
314
     
327
 
Amortization of intangible assets definite-lived
   
63
     
53
 
Provision for credit losses
   
46
     
37
 
Deferred income tax
   
247
     
272
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
(239
)
   
452
 
Notes receivable
   
(30
)
   
22
 
Deferred contract charges
   
20
     
12
 
Prepaid expenses and other current assets
   
(227
)
   
(35
)
Accounts payable - trade
   
150
     
(204
)
Accrued expenses
   
(217
)
   
(415
)
Operating lease liabilities
   
(356
)
   
(364
)
Deferred revenues
   
(267
)
   
(271
)
Cash provided by operating activities
   
1,331
     
1,233
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Payments received on notes receivable
   
45
     
90
 
Proceeds from sale of assets
   
1
     
5
 
Purchase of intangible assets definite-lived
   
(8
)
   
(123
)
Purchase of property and equipment
   
(68
)
   
(52
)
Cash used in investing activities
   
(30
)
   
(80
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Purchase of treasury stock
   
     
(4,979
)
Taxes paid on issuance of restricted stock units
   
(311
)
   
 
Payments on short term loan
   
     
(30
)
Cash used in financing activities
   
(311
)
   
(5,009
)
                 
Net increase (decrease) in cash and cash equivalents
   
990
     
(3,856
)
Cash and cash equivalents, beginning of period
   
5,328
     
7,723
 
Cash and cash equivalents, end of period
 
$
6,318
   
$
3,867
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
CASH (REFUNDED) PAID FOR:
               
Income taxes
 
$
(4
)
 
$
90
 
                 


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

   
Three Months Ended
   
Nine Months Ended
 
   
March 24, 2024
   
March 26, 2023
   
March 24, 2024
   
March 26, 2023
 
Net income
 
$
654
   
$
323
   
$
1,593
   
$
978
 
Interest (income) expense
   
(45
)
   
     
(93
)
   
1
 
Income taxes
   
200
     
115
     
319
     
347
 
Depreciation and amortization
   
58
     
54
     
170
     
158
 
EBITDA
 
$
867
   
$
492
   
$
1,989
   
$
1,484
 
Stock-based compensation expense
   
45
     
86
     
127
     
259
 
Impairment of long-lived assets and other lease charges
   
     
     
     
5
 
Franchisee default and closed store revenue
   
(70
)
   
(10
)
   
(152
)
   
(23
)
Adjusted EBITDA
 
$
842
   
$
568
   
$
1,964
   
$
1,725