UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
FORM 10-Q
 
(Mark One)
 
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 29, 2024 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 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 registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
RAVE
 
Nasdaq Capital Market
 
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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.
 
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 January 30, 2025, 14,711,566 shares of the issuer’s common stock were outstanding.
 
 
 

RAVE RESTAURANT GROUP, INC.
Index
 
PART I. FINANCIAL INFORMATION
 
   
Item 1.
Financial Statements
Page
   
 Condensed Consolidated Statements of Income (unaudited) for the three and sixmonths ended December 29, 2024 and December 24, 20233
   
 Condensed Consolidated Balance Sheets at December 29, 2024 (unaudited) and June 30, 20244
   
 Condensed Consolidated Statements of Shareholders’ Equity (unaudited) for thethree and six months ended December 29, 2024 and December 24, 20235
   
 Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended December 29, 2024 and December 24, 20236
   
 Notes to Unaudited Condensed Consolidated Financial Statements7
   
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations14
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk24
   
Item 4.
Controls and Procedures24
   
PART II. OTHER INFORMATION
   
Item 1.
Legal Proceedings25
   
Item 1A.
Risk Factors25
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds25
   
Item 3.
Defaults Upon Senior Securities25
   
Item 4.
Mine Safety Disclosures25
   
Item 5.
Other Information25
   
Item 6.
Exhibits26
   
 27
 
PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
RAVE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
  
Three Months Ended
 
Six Months Ended
  
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
REVENUES
 
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
                 
COSTS AND EXPENSES
                
General and administrative expenses
  
1,314
   
1,341
   
2,730
   
2,660
 
Franchise expenses
  
829
   
844
   
1,824
   
2,016
 
Provision (recovery) for credit losses
  
9
   
10
   
(8
)
  
35
 
Interest income
  
(87
)
  
(46
)
  
(169
)
  
(48
)
Depreciation and amortization expense
  
53
   
57
   
96
   
112
 
Total costs and expenses
  
2,118
   
2,206
   
4,473
   
4,775
 
INCOME BEFORE TAXES
  
751
   
540
   
1,446
   
1,058
 
Income tax expense (benefit)
  
144
   
(13
)
  
313

  
119
 
NET INCOME
 
$
607
  
$
553
  
$
1,133
  
$
939
 
                 
INCOME PER SHARE OF COMMON STOCK
                
Basic
 
$
0.04
  
$
0.04
  
$
0.08
  
$
0.07
 
Diluted
 
$
0.04
  
$
0.04
  
$
0.08
  
$
0.07
 
                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
                
Basic
  
14,690
   
14,444
   
14,638
   
14,299
 
Diluted
  
14,716
   
14,465
   
14,660
   
14,319
 
 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
 
  
December 29,
2024
 
June 30,
2024
ASSETS
      
CURRENT ASSETS
      
Cash and cash equivalents
 
$
2,871
  
$
2,886
 
Short-term investments
  
6,045
   
4,945
 
Accounts receivable, less allowance for credit losses of $42 and $57, respectively
  
1,115
   
1,411
 
Notes receivable, current
  
65
   
68
 
Assets held for sale
  
26
   
33
 
Deferred contract charges, current
  
23
   
26
 
Prepaid expenses and other current assets
  
207
   
167
 
Total current assets
  
10,352
   
9,536
 
         
LONG-TERM ASSETS
        
Property and equipment, net
  
171
   
182
 
Operating lease right-of-use assets, net
  
648
   
817
 
Intangible assets definite-lived, net
  
211
   
252
 
Notes receivable, net of current portion
  
56
   
79
 
Deferred tax asset, net
  
4,492
   
4,756
 
Deferred contract charges, net of current portion
  
185
   
197
 
Total assets
 
$
16,115
  
$
15,819
 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY
        
CURRENT LIABILITIES
        
Accounts payable - trade
 
$
455
  
$
359
 
Accrued expenses
  
498
   
915
 
Operating lease liabilities, current
  
371
   
402
 
Deferred revenues, current
  
116
   
343
 
Total current liabilities
  
1,440
   
2,019
 
         
LONG-TERM LIABILITIES
        
Operating lease liabilities, net of current portion
  
393
   
555
 
Deferred revenues, net of current portion
  
503
   
543
 
Total liabilities
  
2,336
   
3,117
 
         
COMMITMENTS AND CONTINGENCIES (SEE NOTE C)
  
 
   
 
 
         
SHAREHOLDERS’ EQUITY
        
Common stock, $0.01 par value; authorized 26,000,000 shares; issued 25,647,171 and 25,522,171 shares, respectively; outstanding 14,711,566 and 14,586,566 shares, respectively
  
256
   
255
 
Additional paid-in capital
  
37,506
   
37,563
 
Retained earnings
  
6,045
   
4,912
 
Treasury stock, at cost
        
Shares in treasury: 10,935,605 and 10,935,605 respectively
  
(30,028
)
  
(30,028
)
Total shareholders' equity
  
13,779
   
12,702
 
 
        
Total liabilities and shareholders' equity
 
$
16,115
  
$
15,819
 
 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
RAVE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
(Unaudited)
 
  
Common Stock
 
Additional Paid-in
   
Treasury Stock
  
  
Shares
 
Amount
 
Capital
 
Retained Earnings
 
Shares
 
Amount
 
Total
Balance, June 25, 2023
  
25,090
  
$
251
  
$
37,729
  
$
2,439
   
(10,936
)
 
$
(30,028
)
 
$
10,391
 
Stock-based compensation expense
  
   
   
79
   
   
   
   
79
 
Net income
  
   
   
   
386
   
   
   
386
 
Balance, September 24, 2023
  
25,090
  
$
251
  
$
37,808
  
$
2,825
   
(10,936
)
 
$
(30,028
)
 
$
10,856
 
Stock-based compensation expense
  
   
   
3
   
   
   
   
3
 
RSU vested and taxes paid on RSUs
  
432
   
4
   
(315
)
  
   
   
   
(311
)
Net income
  
   
   
   
553
   
   
   
553
 
Balance, December 24, 2023
  
25,522
  
$
255
  
$
37,496
  
$
3,378
   
(10,936
)
 
$
(30,028
)
 
$
11,101
 
 
  
Common Stock
  
Additional Paid-in
    
Treasury Stock
    
  
Shares
 
Amount
 
Capital
 
Retained Earnings
 
Shares
 
Amount
 
Total
Balance, June 30, 2024
  
25,522
  
$
255
  
$
37,563
  
$
4,912
   
(10,936
)
 
$
(30,028
)
 
$
12,702
 
Stock-based compensation expense
  
   
   
73
   
   
   
   
73
 
Net income
  
   
   
   
526
   
   
   
526
 
Balance, September 29, 2024
  
25,522
  
$
255
  
$
37,636
  
$
5,438
   
(10,936
)
 
$
(30,028
)
 
$
13,301
 
Stock-based compensation expense
  
   
   
53
   
   
   
   
53
 
RSU vested and taxes paid on RSUs
  
125
   
1
   
(183
)
  
   
   
   
(182
)
Net income
  
   
   
   
607
   
   
   
607
 
Balance, December 29, 2024
  
25,647
  
$
256
  
$
37,506
  
$
6,045
   
(10,936
)
 
$
(30,028
)
 
$
13,779
 
 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
RAVE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
  
Six Months Ended
  
December 29,
2024
 
December 24,
2023
CASH FLOWS FROM OPERATING ACTIVITIES:
      
Net income
 
$
1,133
  
$
939
 
Adjustments to reconcile net income to cash provided by operating activities:
        
Amortization of discount on short-term investment
  
(63
)
  
 
Impairment of long-lived assets and other lease charges
  
9
   
 
Stock-based compensation expense
  
126
   
82
 
Depreciation and amortization
  
46
   
70
 
Amortization of operating right-of-use assets
  
169
   
219
 
Amortization of definite-lived intangible assets
  
41
   
42
 
Non-cash lease expense
  
43
   
 
Provision (recovery) for credit losses
  
(8
)
  
35
 
Deferred income tax
  
264
   
71
 
Changes in operating assets and liabilities:
        
Accounts receivable
  
304
   
(69
)
Notes receivable
  
   
(54
)
Deferred contract charges
  
15
   
11
 
Prepaid expenses and other current assets
  
(40
)
  
(254
)
Accounts payable - trade
  
96
   
151
 
Accrued expenses
  
(417
)
  
(442
)
Operating lease liabilities
  
(236
)
  
(249
)
Deferred revenues
  
(267
)
  
(247
)
Cash provided by operating activities
  
1,215
   
305
 
         
CASH FLOWS FROM INVESTING ACTIVITIES:
        
Purchases of short-term investments
  
(8,102
)
  
 
Maturities of short-term investments
  
7,065
   
 
Payments received on notes receivable
  
26
   
30
 
Proceeds from sale of assets
  
7
   
 
Purchase of definite-lived intangible assets
  
   
(8
)
Purchase of property and equipment
  
(44
)
  
(38
)
Cash used in investing activities
  
(1,048
)
  
(16
)
         
CASH FLOWS FROM FINANCING ACTIVITIES:
        
Taxes paid on issuance of restricted stock units
  
(182
)
  
(311
)
Cash used in financing activities
  
(182
)
  
(311
)
         
Net decrease in cash and cash equivalents
  
(15
)
  
(22
)
Cash and cash equivalents, beginning of period
  
2,886
   
5,328
 
Cash and cash equivalents, end of period
 
$
2,871
  
$
5,306
 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
        
         
CASH PAID FOR:
        
Income taxes (net of refunds)
 
$
98
  
$
4
 
         
NON-CASH ACTIVITIES:
        
Operating lease right of use assets at purchase
 $24
  $
 
Operating lease liability at purchase
 $
24
  $

 
 
 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
RAVE RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Rave Restaurant Group, Inc., through its subsidiaries (collectively, the “Company” or “we,” “us” or “our”), franchises pizza buffet (“Buffet Units”), delivery/carry-out (“Delco Units”), express restaurants (“Express Units”) and ghost kitchens (“Pizza Inn Ghost Kitchen Units”) under the trademark “Pizza Inn” and franchises fast casual pizza restaurants (“Pie Five Units”) and ghost kitchens (“Pie Five Ghost Kitchen 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. The accompanying condensed consolidated financial statements of Rave Restaurant Group, Inc. have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
 
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments are of a normal recurring nature. Results of operations for the fiscal periods presented are not necessarily indicative of fiscal year-end results.
 
Note A - Summary of Significant Accounting Policies
 
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.
 
Short-Term Investments
The Company holds short-term investments in U.S. Treasury bills, classified as trading securities. Accordingly, interest income is recorded through the Condensed Consolidated Statements of Income, when earned. Management has elected to classify all U.S. Treasury bills as short-term, regardless of their maturity dates, as these are readily available to fund current operations and can be liquidated at any time at the discretion of the Company. As of December 29, 2024 and June 30, 2024, the Company held U.S. Treasury bills valued at approximately $6.0 million and $4.9 million, respectively, which are included within short-term investments on the accompanying Condensed Consolidated Balance Sheets. For the three months ended December 29, 2024 and December 24, 2023, interest income recognized on the U.S. Treasury bills was $87 thousand and $46 thousand, respectively. For the six months ended December 29, 2024 and December 24, 2023, interest income recognized on the U.S. Treasury bills was $169 thousand and $48 thousand, respectively.
 
Fair Value Measurements
Assets and liabilities carried at fair value are categorized based on the level of judgment associated with the inputs used to measure their fair value. Authoritative guidance for fair value measurements establishes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three levels:
 
Level 1:
Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities at the measurement date.
 
Level 2:
Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date for the duration of the instrument’s anticipated life.
 
Level 3:
Inputs are unobservable and therefore reflect management’s best estimate of the assumptions that market participants would use in pricing the asset or liability.
 
The fair value of the Company’s investments in U.S. Treasury bills at December 29, 2024 and December 24, 2023, was determined using Level 1 observable inputs. Management believes the carrying amounts of other financial instruments at December 29, 2024 and December 24, 2023, including cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to their short-term maturities.
 
The following table summarizes the Company’s financial assets and financial liabilities measured at fair value (in thousands): 
 
  
December 29, 2024
 
June 30, 2024
Fair Value Measurements
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Treasury bills
 
$
6,045
  
$
  
$
  
$
6,045
  
$
4,945
  
$
  
$
  
$
4,945
 
  
$
6,045
  
$
  
$
  
$
6,045
  
$
4,945
  
$
  
$
  
$
4,945
 
 
The Company has no financial assets or liabilities classified within Level 3 of the valuation hierarchy.
 
These items are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy.
 
Accounts Receivable and Allowance for Credit Losses
Accounts receivable consist primarily of receivables generated from franchise royalties and supplier concessions. The Company records an allowance for credit losses 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.
 
The Company monitors franchisee receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to high-risk accounts receivable. For the three month period ended December 29, 2024, provision for credit losses was $9 thousand compared to $11 thousand for the same period in the prior fiscal year. For the six month period ended December 29, 2024, recoveries for credit losses were $8 thousand compared to provision for credit losses of $36 thousand for the same period in the prior fiscal year.
 
Changes in the allowance for credit losses from continuing operations consisted of the following (in thousands):
 
  
Three Months Ended
  
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Balance at beginning of year
 
$
40
  
$
11
  
$
57
  
$
58
 
Provision (recovery) for credit losses
  
9
   
11
   
(8
)
  
36
 
Amounts written off
  
(7
)
  
   
(7
)
  
(72
)
Ending balance
 
$
42
  
$
22
  
$
42
  
$
22
 
 
Fiscal Quarters
The three and six month periods ended December 29, 2024 and December 24, 2023 each contained 13 weeks and 26 weeks, respectively.
 
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.
 
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” or “standard”) 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (Topic 280), which requires companies to enhance disclosure of significant reportable segment expenses. The new guidance is effective for the Company's fiscal year beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. Management believes that adopting this standard will not have a material impact on the Company's consolidated financial statements and related disclosures as a result of adopting this standard.
 
In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures (Topic 740), which requires companies to provide a more granular breakdown of the components that make up their effective tax rate and additional disclosures about the nature and effect of significant reconciling items. The new guidance is effective for the Company's fiscal year beginning after December 15, 2024. Management believes that adopting this standard will not have a material impact on the Company's consolidated financial statements and related disclosures as a result of adopting this standard.
 
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 fund contributions, and 6) supplier convention funds.
 
Franchise royalties, which are based on a percentage of net retail 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 typically range from five to 20 years. Fees received for renewal periods are amortized over the life of the renewal period. In the event of a closed franchise or terminated development agreement, the remaining balance of unamortized license fees will be recognized in entirety as of the date of the closure or termination.
 
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 Condensed Consolidated Balance Sheets and allocated on a pro rata basis to all stores opened under that specific development agreement as the stores are opened. Area development exclusivity fees that include rights to sub-franchise are amortized as revenue over the term of the contract.
 
Advertising fund contributions for Pizza Inn and Pie Five 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 Condensed 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. Pizza Inn and Pie Five marketing fund contributions are billed and collected weekly or monthly.
 
Supplier convention funds are deferred until the obligations of the agreement are met and the event takes place.
 
Rental Income
 
The Company subleases some of its restaurant space to a third-party. The Company’s sublease has terms that end in 2025. The sublease agreement is non-cancelable 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.
 
Total revenues consist of the following (in thousands):
 
  
Three Months Ended
 
Six Months Ended
 
   December 29, 2024   December 24, 2023   December 29, 2024   December 24, 2023 
Franchise royalties
 
$
1,144
  
$
1,171
  
$
2,265
  
$
2,396
 
Supplier and distributor incentive revenues
  
1,156
   
1,051
   
2,348
   
2,151
 
Franchise license fees
  
36
   
50
   
64
   
151
 
Area development exclusivity fees and foreign master license fees
  
3
   
3
   
6
   
7
 
Advertising fund contributions
  
502
   
426
   
966
   
848
 
Supplier convention funds
  
   
   
217
   
187
 
Rental income
  
23
   
38
   
46
   
85
 
Other
  
5
   
7
   
7
   
8
 
  
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
 
Stock-Based Compensation
The Company accounts for stock options using the fair value recognition provisions of the authoritative guidance on stock-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.
 
Note B - 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 Space Agreements
 
The Company rents office space from third parties for its corporate location. Office space agreements are typically structured with non-cancelable terms of one to 10 years. The Company has concluded that its office space 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 agreement subsequent to the primary term.
 
Restaurant Space Agreements
 
The Company subleases some of its restaurant space to a third-party. The Company’s sublease has terms that end in 2025. The sublease agreement is non-cancelable 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.
 
Information Technology Equipment Agreements
 
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 agreements 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 three and six months ended December 29, 2024 and December 24, 2023, where operating lease cost is included in general and administrative expense and sublease income is included in revenues in the accompanying Condensed Consolidated Statements of Income, are as follows (in thousands):
 
  
Three Months Ended
 
Six Months Ended
   December 29, 2024   December 24, 2023   December 29, 2024   December 24, 2023 
Operating lease cost
 
$
103
  
$
117
  
$
207
  
$
240
 
Sublease income
  
(23
)
  
(38
)
  
(46
)
  
(85
)
Total lease expense, net of sublease income
 
$
80
  
$
79
  
$
161
  
$
155
 
 
Weighted average remaining lease term and weighted average discount rate for operating leases are as follows:
 
  
December 29, 2024
 
December 24, 2023
Weighted average remaining lease term
 
2.1 Years
  
2.0 Years
 
Weighted average discount rate
  
4.1
%
  
4.0
%
 
Operating lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands):
 
 
  
Operating Leases
 
2025
  
201
 
2026
  
388
 
2027
  
197
 
2028
  
6
 
2029
  
6
 
Thereafter
  
1
 
Total operating lease payments
 
$
799
 
Less: imputed interest
  
(35
)
Total operating lease liability
 
$
764
 
 
Note C - 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 results of operations or financial condition if decided in a manner that is unfavorable to the Company.
 
Note D - Stock-Based Compensation
 
Stock Options:
 
For the three and six months ended December 29, 2024, the Company recognized stock-based compensation expense related to stock options of zero. For the three and six months ended December 24, 2023, the Company recognized stock-based compensation expense related to stock options of zero. As of December 29, 2024, there was no unamortized stock-based compensation expense related to stock options.
 
The following table summarizes the number of shares of the Company’s common stock subject to outstanding stock options:
 
  
Six Months Ended
  December 29, 2024   December 24, 2023 
  Shares   Shares  
Outstanding at beginning of year
  
114,286
   
151,750
 
         
Granted
  
   
 
Exercised
  
   
 
Forfeited/Canceled/Expired
  
   
(8,664
)
         
Outstanding at end of period
  
114,286
   
143,086
 
         
Exercisable at end of period
  
114,286
   
143,086
 
 
Restricted Stock Units:
 
For the three and six months ended December 29, 2024, the Company had stock-based compensation expense related to RSUs of $53 thousand and $126 thousand, respectively. For the three and six months ended December 24, 2023, the Company had stock-based compensation expense related to RSUs of $3 thousand and $82 thousand, respectively. As of December 29, 2024, there was $492 thousand unamortized stock-based compensation expense related to RSUs.
 
As of December 29, 2024 the RSUs will be amortized during the next 34 months. A summary of the status of restricted stock units as of December 29, 2024 and December 24, 2023, and changes during the six months then ended is presented below:
 
  
Six Months Ended
  December 29, 2024  December 24, 2023
Unvested at beginning of year
  
269,063
   
885,688
 
Performance adjustment
  
34,351
   
(25,223
)
Granted
  
142,328
   
131,460
 
Issued
  
(198,414
)
  
(588,589
)
Forfeited
  
   
(101,461
)
Unvested at end of period
  
247,328
   
301,875
 
 
Note E - Earnings per Share (EPS)
 
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):
 
  
Three Months Ended
  
Six Months Ended
 
  
December 29, 2024 
  
December 24, 2023 
  
December 29, 2024 
  
December 24, 2023 
 
Net income available to common shareholders
 
$
607
  
$
553
  
$
1,133
  
$
939
 
                 
BASIC:
                
Weighted average common shares
  
14,690
   
14,444
   
14,638
   
14,299
 
                 
Net income per common share
 
$
0.04
  
$
0.04
  
$
0.08
  
$
0.07
 
                 
DILUTED:
                
Weighted average common shares
  
14,690
   
14,444
   
14,638
   
14,299
 
Dilutive stock options and restricted stock units
  
26
   
21
   
22
   
20
 
Weighted average common shares outstanding
  
14,716
   
14,465
   
14,660
   
14,319
 
                 
Net income per common share
 
$
0.04
  
$
0.04
  
$
0.08
  
$
0.07
 
 
For the three and six months ended December 29, 2024, exercisable options to purchase 74,286 shares of common stock at exercise prices from $3.95 to $13.11 were excluded from the computation of diluted EPS because they had an intrinsic value of zero. For the three and six months ended December 29, 2024, 142,328 and 247,328 RSUs were excluded from the computation of diluted EPS because performance criteria is not probable at period end, respectively.
 
For the three and six months ended December 24, 2023, exercisable options to purchase 103,086 shares of common stock at exercise prices from $3.95 to $13.11 were excluded from the computation of diluted EPS because they had an intrinsic value of zero. For the three and six months ended December 24, 2023, zero and 90,625 RSUs were excluded from the computation of diluted EPS because performance criteria is not probable at period end, respectively.
 
Note F - Income Taxes
 
Total income tax expense consists of the following (in thousands):
  
Three Months Ended
 
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Federal tax expense (benefit)
 
$
121
  
$
(23
)
 
$
264
  
$
85
 
State tax expense
  
23
   
10
   
49
   
34
 
Total income tax expense (benefit)
 
$
144
  
$
(13
)
 
$
313
  
$
119
 
 
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.
 
Note G - 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) Corporate administration and other. 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.
 
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.
 
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 operating revenues, depreciation and amortization expense, and income before taxes for the Company’s reportable segments as of the three and six months ended December 29, 2024 and December 24, 2023 (in thousands):
 
  
Three Months Ended
 
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Net sales and operating revenues:
            
Pizza Inn Franchising
 
$
2,541
  
$
2,271
  
$
5,261
  
$
4,875
 
Pie Five Franchising
  
305
   
437
   
612
   
873
 
Corporate administration and other
  
23
   
38
   
46
   
85
 
Consolidated revenues
 
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
                 
Depreciation and amortization:
                
Corporate administration and other
 
$
53
  
$
57
  
$
96
  
$
112
 
Depreciation and amortization
 
$
53
  
$
57
  
$
96
  
$
112
 
                 
Income before taxes:
                
Pizza Inn Franchising
 
$
1,817
  
$
1,602
  
$
3,648
  
$
3,263
 
Pie Five Franchising
  
200
   
260
   
401
   
469
 
Combined
  
2,017
   
1,862
   
4,049
   
3,732
 
Corporate administration and other
  
(1,266
)
  
(1,322
)
  
(2,603
)
  
(2,674
)
Income before taxes
 
$
751
  
$
540
  
$
1,446
  
$
1,058
 
                 
Geographic information (revenues):
                
United States
 
$
2,798
  
$
2,701
  
$
5,785
  
$
5,735
 
Foreign countries
  
71
   
45
   
134
   
98
 
Consolidated revenues
 
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
 
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes appearing elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended June 30, 2024, together with our Quarterly Report on Form 10-Q for the period ended September 29, 2024, may contain certain forward-looking statements that are based on current management expectations. Generally, verbs in the future tense and the words “believe,” “expect,” “anticipate,” “estimate,” “intends,” “opinion,” “potential” and similar expressions identify forward-looking statements. Forward-looking statements in this report include, without limitation, statements relating to our business objectives, our customers and franchisees, our liquidity and capital resources, and the impact of our historical and potential business strategies on our business, financial condition, and operating results. Our actual results could differ materially from our expectations. Further information concerning our business, including additional factors that could cause actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q, are set forth in our Annual Report on Form 10-K for the year ended June 30, 2024, as well as our Quarterly Report on Form 10-Q for the period ended September 29, 2024. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The forward-looking statements contained herein speak only as of the date of this Quarterly Report on Form 10-Q and, except as may be required by applicable law, we do not undertake, and specifically disclaim any obligation to, publicly update or revise such statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Results of Operations
Overview

Rave Restaurant Group, Inc., through its subsidiaries (collectively, the “Company” or “we,” “us” or “our”), franchises pizza buffet (“Buffet Units”), delivery/carry-out (“Delco Units”), express restaurants (“Express Units”) and ghost kitchens (“Pizza Inn Ghost Kitchen Units”) under the trademark “Pizza Inn” and franchises fast casual pizza restaurants (“Pie Five Units”) and ghost kitchens (“Pie Five Ghost Kitchen 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. At December 29, 2024, franchised and licensed units consisted of the following:

Three Months Ended December 29, 2024
(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
   
102
   
$
25,855
     
20
   
$
2,711
     
122
   
$
28,566
 
                                                 
International Franchised
   
27
   
$
1,893
     
   
$
     
27
   
$
1,893
 

Six Months Ended December 29, 2024
(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
   
102
   
$
51,225
     
20
   
$
5,689
     
122
   
$
56,914
 
                                                 
International Franchised
   
27
   
$
3,667
     
   
$
     
27
   
$
3,667
 

The domestic units were located in 15 states predominantly situated in the southern half of the United States. The international units were located in eight foreign countries.
 

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. 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 these meanings 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-based 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, 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.

“Average units open” reflects the number of restaurants open during a reporting period weighted by the percentage of the days in a reporting period that each restaurant was open.

“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.

EBITDA and Adjusted EBITDA

Adjusted EBITDA for the fiscal quarter ended December 29, 2024 increased $0.3 million compared to the same period of the prior fiscal year. Year-to-date Adjusted EBITDA increased $0.4 million compared to the same period of 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):

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

   
Three Months Ended
 
Six Months Ended
   
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
Net income
 
$
607
   
$
553
   
$
1,133
   
$
939
 
Interest income
   
(87
)
   
(46
)
   
(169
)
   
(48
)
Income taxes
   
144
     
(13
)
   
313
     
119
 
Depreciation and amortization
   
53
     
57
     
96
     
112
 
EBITDA
 
$
717
   
$
551
   
$
1,373
   
$
1,122
 
Stock-based compensation expense
   
53
     
3
     
126
     
82
 
Severance
   
5
     
     
5
     
 
Franchisee default and closed store revenue
   
32
     
(18
)
   
23
     
(82
)
Adjusted EBITDA
 
$
807
   
$
536
   
$
1,527
   
$
1,122
 
 
 
Pizza Inn Brand Summary

The following tables summarize certain key indicators for the Pizza Inn franchised and licensed domestic units that management believes are useful in evaluating performance:

   
Three Months Ended
 
Six Months Ended
   
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
Pizza Inn Retail Sales - Total Domestic Units
 
(in thousands, except unit data)
   
(in thousands, except unit data)
 
                         
Buffet Units - Franchised
 
$
25,030
   
$
24,558
   
$
49,529
   
$
49,569
 
Delco/Express Units - Franchised
   
820
     
968
     
1,679
     
1,967
 
PIE Units - Licensed
   
4
     
17
     
14
     
37
 
Pizza Inn Ghost Kitchen Units - Franchised
   
1
     
     
3
     
 
Total Domestic Retail Sales
 
$
25,855
   
$
25,543
   
$
51,225
   
$
51,573
 
                                 
Pizza Inn Comparable Store Retail Sales - Total Domestic
 
$
24,752
   
$
24,565
   
$
48,756
   
$
49,089
 
                                 
Pizza Inn Average Units Open in Period
                               
                                 
Buffet Units - Franchised
   
78
     
75
     
78
     
77
 
Delco/Express Units - Franchised
   
23
     
32
     
23
     
36
 
PIE Units - Licensed
   
1
     
4
     
1
     
5
 
Pizza Inn Ghost Kitchen Units - Franchised
   
1
     
     
1
     
 
Total Domestic Units
   
103
     
111
     
103
     
118
 

Pizza Inn total domestic retail sales increased by $0.3 million, or 1.2%, for the three months ended December 29, 2024 when compared to the same period of the prior year. Compared to the same fiscal quarter of the prior year, average Buffet Units open in the period increased from 75 to 78. Comparable store retail sales increased by $0.2 million, or 0.8%, for the three month period ended December 29, 2024 as compared to the same period of the prior fiscal year. For the three months ended December 29, 2024, the increase in domestic retail sales were primarily the result of the increase in Buffet Units, supplemented by an increase in comparable domestic store retail sales.

Pizza Inn total domestic retail sales decreased by $0.3 million, or 0.7%, for the six months ended December 29, 2024 when compared to the same period of the prior year. Compared to the same fiscal period of the prior year, average Buffet Units open in the period increased from 77 to 78. Comparable store retail sales decreased by $0.3 million, or 0.7%, for the six month period ended December 29, 2024 as compared to the same period of the prior fiscal year. For the six months ended December 29, 2024, the decrease in domestic retail sales were primarily the result of the decrease in comparable domestic store retail sales, offset by an increase in Buffet Units.
 

The following chart summarizes Pizza Inn restaurant activity for the three and six months ended December 29, 2024:

   
Three Months Ended December 29, 2024
   
Beginning
Units
 
Opened
 
Concept
Change
 
Transfer
 
Closed
 
Ending
Units
                                     
Buffet Units - Franchised
   
77
     
1
     
     
3
     
1
     
77
 
Delco/Express Units - Franchised
   
23
     
     
     
     
     
23
 
PIE Units - Licensed
   
1
     
     
     
     
     
1
 
Pizza Inn Ghost Kitchen Units - Franchised
   
1
     
     
     
     
     
1
 
Total Domestic Units
   
102
     
1
     
     
3
     
1
     
102
 
                                                 
International Units (all types)
   
26
     
3
     
     
     
2
     
27
 
                                                 
Total Units
   
128
     
4
     
     
3
     
3
     
129
 


   
Six Months Ended December 29, 2024
   
Beginning
Units
 
Opened
 
Concept
Change
 
Transfer
 
Closed
 
Ending
Units
                                     
Buffet Units - Franchised
   
78
     
1
     
     
3
     
2
     
77
 
Delco/Express Units - Franchised
   
23
     
     
     
     
     
23
 
PIE Units - Licensed
   
3
     
     
     
     
2
     
1
 
Pizza Inn Ghost Kitchen Units - Franchised
   
1
     
     
     
     
     
1
 
Total Domestic Units
   
105
     
1
     
     
3
     
4
     
102
 
                                                 
International Units (all types)
   
24
     
5
     
     
     
2
     
27
 
                                                 
Total Units
   
129
     
6
     
     
3
     
6
     
129
 

There was a net decrease of zero and three units in the total domestic Pizza Inn unit count during the three and six months ended December 29, 2024, respectively. There were three unit transfers between franchisees in the total domestic Pizza Inn unit count during the three and six months ended December 29, 2024. For the three and six months ended December 29, 2024, the number of international Pizza Inn units increased by one and three units, respectively. There were zero transfers in the total international Pizza Inn unit count during the three and six months ended December 29, 2024. The Company believes the number of both domestic and international Pizza Inn units will increase modestly in future periods.

Pie Five Brand Summary

The following tables summarize certain key indicators for the Pie Five franchised restaurants that management believes are useful in evaluating performance:

   
Three Months Ended
 
Six Months Ended
   
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
Pie Five Retail Sales - Total Units
 
(in thousands, except unit data)
 
(in thousands, except unit data)
                         
Pie Five Units - Franchised
 
$
2,627
   
$
4,304
   
$
5,512
   
$
9,071
 
Pie Five Ghost Kitchen Units - Franchised
   
84
     
     
177
     
 
Total Domestic Retail Sales
 
$
2,711
   
$
4,304
   
$
5,689
   
$
9,071
 
                                 
Pie Five Comparable Store Retail Sales - Total
 
$
2,626
   
$
2,963
   
$
5,509
   
$
6,119
 
                                 
Pie Five Average Units Open in Period
                               
                                 
Pie Five Units - Franchised
   
18
     
25
     
18
     
26
 
Pie Five Ghost Kitchen Units - Franchised
   
2
     
     
2
     
 
Total Domestic Units
   
20
     
25
     
20
     
26
 
 

Pie Five total domestic retail sales decreased by $1.6 million, or 37.0%, for the three months ended December 29, 2024 when compared to the same period of the prior year. Compared to the same fiscal quarter of the prior year, average units open in the period decreased from 25 to 20. Comparable store retail sales decreased by $0.3 million, or 11.4%, for the three month period ended December 29, 2024 as compared to the same period of the prior fiscal year. For the three months ended December 29, 2024, the decrease in domestic retail sales were primarily the result of the decrease in store count, supplemented by a decrease in comparable store retail sales.

Pie Five total domestic retail sales decreased by $3.4 million, or 37.3%, for the six months ended December 29, 2024 when compared to the same period of the prior year. Compared to the same fiscal period of the prior year, average units open in the period decreased from 26 to 20. Comparable store retail sales decreased by $0.6 million, or 10.0%, for the six month period ended December 29, 2024 as compared to the same period of the prior fiscal year. For the six months ended December 29, 2024, the decrease in domestic retail sales were primarily the result of the decrease in store count, supplemented by a decrease in comparable store retail sales.

The following chart summarizes Pie Five restaurant activity for the three and six months ended December 29, 2024:

   
Three Months Ended December 29, 2024
   
Beginning
Units
 
Opened
 
Concept
Change
 
Transfer
 
Closed
 
Ending
Units
                                     
Pie Five Units - Franchised
   
18
     
     
     
     
     
18
 
Pie Five Ghost Kitchen Units - Franchised
   
2
     
     
     
     
     
2
 
Total Domestic Units
   
20
     
     
     
     
     
20
 


   
Six Months Ended December 29, 2024
   
Beginning
Units
 
Opened
 
Concept
Change
 
Transfer
 
Closed
 
Ending
Units
                                     
Pie Five Units - Franchised
   
18
     
     
     
     
     
18
 
Pie Five Ghost Kitchen Units - Franchised
   
2
     
     
     
     
     
2
 
Total Domestic Units
   
20
     
     
     
     
     
20
 

The Pie Five units remained stable during the three and six months ended December 29, 2024. There were zero transfers in the total domestic Pie Five unit count during the three and six months ended December 29, 2024. We believe that Pie Five units will decrease modestly in future periods.
 

Financial Results

In addition to Corporate overhead support, the Company defines its operating segments as Pizza Inn Franchising and Pie Five Franchising. The following is additional business segment information for the three and six months ended December 29, 2024 and December 24, 2023 (in thousands):

Three Months Ended December 29, 2024 and December 24, 2023

   
Pizza Inn
Franchising
 
Pie Five
Franchising
 
Corporate
 
Total
   
Fiscal Quarter Ended
 
Fiscal Quarter Ended
 
Fiscal Quarter Ended
 
Fiscal Quarter Ended
   
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
REVENUES:
                                               
Franchise and license revenues
 
$
2,541
   
$
2,271
   
$
300
   
$
430
   
$
   
$
   
$
2,841
   
$
2,701
 
Rental income
   
     
     
     
     
23
     
38
     
23
     
38
 
Other income
   
     
     
5
     
7
     
     
     
5
     
7
 
Total revenues
   
2,541
     
2,271
     
305
     
437
     
23
     
38
     
2,869
     
2,746
 
                                                                 
COSTS AND EXPENSES:
                                                               
General and administrative expenses
   
     
     
     
     
1,314
     
1,341
     
1,314
     
1,341
 
Franchise expenses
   
724
     
669
     
105
     
175
     
     
     
829
     
844
 
Provision for credit losses
   
     
     
     
     
9
     
10
     
9
     
10
 
Interest (income) expense
   
     
     
     
2
     
(87
)
   
(48
)
   
(87
)
   
(46
)
Depreciation and amortization expense
   
     
     
     
     
53
     
57
     
53
     
57
 
Total costs and expenses
   
724
     
669
     
105
     
177
     
1,289
     
1,360
     
2,118
     
2,206
 
                                                                 
INCOME/(LOSS) BEFORE TAXES
 
$
1,817
   
$
1,602
   
$
200
   
$
260
   
$
(1,266
)
 
$
(1,322
)
 
$
751
   
$
540
 
 
 
 
Six Months Ended December 29, 2024 and December 24, 2023

   
Pizza Inn
Franchising
 
Pie Five
Franchising
 
Corporate
 
Total
   
Fiscal Year-to-Date
 
Fiscal Year-to-Date
 
Fiscal Year-to-Date
 
Fiscal Year-to-Date
   
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
REVENUES:
                                               
Franchise and license revenues
 
$
5,261
   
$
4,875
   
$
606
   
$
865
   
$
   
$
   
$
5,867
   
$
5,740
 
Rental income
   
     
     
     
     
46
     
85
     
46
     
85
 
Other income
   
     
     
6
     
8
     
     
     
6
     
8
 
Total revenues
   
5,261
     
4,875
     
612
     
873
     
46
     
85
     
5,919
     
5,833
 
                                                                 
COSTS AND EXPENSES:
                                                               
General and administrative expenses
   
     
     
     
     
2,730
     
2,660
     
2,730
     
2,660
 
Franchise expenses
   
1,613
     
1,612
     
211
     
404
     
     
     
1,824
     
2,016
 
Provision (recovery) for credit losses
   
     
     
     
     
(8
)
   
35
     
(8
)
   
35
 
Interest income
   
     
     
     
     
(169
)
   
(48
)
   
(169
)
   
(48
)
Depreciation and amortization expense
   
     
     
     
     
96
     
112
     
96
     
112
 
Total costs and expenses
   
1,613
     
1,612
     
211
     
404
     
2,649
     
2,759
     
4,473
     
4,775
 
                                                                 
INCOME/(LOSS) BEFORE TAXES
 
$
3,648
   
$
3,263
   
$
401
   
$
469
   
$
(2,603
)
 
$
(2,674
)
 
$
1,446
   
$
1,058
 
 
 
Revenues:

Revenues are derived from franchise royalties, supplier and distributor incentive revenues, franchise license fees, area development exclusivity fees and foreign master license fees, advertising fund contributions, supplier convention funds, rental income, and other income. The volume of supplier and distributor incentive revenues is dependent on the level of total 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 the three month period ended December 29, 2024 and for the same period in the prior fiscal year were $2.9 million and $2.7 million, respectively.

Total revenues for the six month period ended December 29, 2024 and for the same period in the prior fiscal year were $5.9 million and $5.8 million, respectively.

Pizza Inn Franchise and License

Pizza Inn franchise revenues increased by $0.3 million to $2.5 million for the three month period ended December 29, 2024 as compared to the same period in the prior fiscal year. The 11.9% increase was driven by increases in supplier and distributor incentives. Pizza Inn franchise revenues increased by $0.4 million to $5.3 million for the six month period ended December 29, 2024 as compared to the same period in the prior fiscal year. The 7.9% increase was driven by increases in supplier and distributor incentives.

Pie Five Franchise and License

Pie Five franchise revenues decreased by $0.1 million to $0.3 million for the three month period ended December 29, 2024 as compared to the same period in the prior fiscal year. The 30.2% decrease was driven by decreases in domestic royalties. Pie Five franchise revenues decreased by $0.3 million to $0.6 million for the six month period ended December 29, 2024 as compared to the same period in the prior fiscal year. The 29.9% decrease was driven by decreases in domestic royalties.

Costs and Expenses:

General and Administrative Expenses

Total general and administrative expenses remained relatively stable at $1.3 million for the three month period ended December 29, 2024 as compared to the same period of the prior fiscal year. The 2.0% decrease was driven by decreases in legal fees, offset by increases in salaries. Total general and administrative expenses increased by $0.1 million to $2.7 million for the six month period ended December 29, 2024 as compared to the same period of the prior fiscal year. The 2.6% increase was driven by increases in salaries.

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 remained relatively stable at $0.8 million for the three month period ended December 29, 2024 as compared to the same period of the prior fiscal year. The 1.8% decrease was driven by decreases in salaries, offset by increases in advertising fees. Total franchise expenses decreased by $0.2 million to $1.8 million for the six month period ended December 29, 2024 as compared to the same period of the prior fiscal year. The 9.5% decrease was driven by decreases in salaries and advertising fees.

Provision (Recovery) for Credit Losses

The Company monitors franchisee receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to high-risk accounts receivable. For the three month period ended December 29, 2024, provision for credit losses was $9 thousand compared to $10 thousand for the same period in the prior fiscal year. During the three month period ended December 29, 2024, the Company recorded a loss in provision for credit losses due to the write off of receivables. For the six month period ended December 29, 2024, recoveries for credit losses were $8 thousand compared to provision for credit losses of $35 thousand for the same period in the prior fiscal year. During the six month period ended December 29, 2024, the Company recorded a loss in provision for credit losses due to the write off of receivables, offset by a gain in provision for credit losses due to the recoveries of receivables that had been previously reserved.
 

Interest Expense and Income

Interest income increased by $41 thousand to $87 thousand for the three month period ended December 29, 2024 as compared to the same period in the prior fiscal year. The increase was primarily driven by interest received on U.S. Treasury bills. Interest income increased by $121 thousand to $169 thousand for the six month period ended December 29, 2024 as compared to the same period in the prior fiscal year. The increase was primarily driven by interest received on U.S. Treasury bills.

Amortization and Depreciation Expense

Amortization and depreciation expense decreased by $4 thousand to $53 thousand for the three month period ended December 29, 2024 as compared to the same period in the prior year. The decrease was primarily the result of lower depreciation of equipment. Amortization and depreciation expense decreased by $16 thousand to $96 thousand for the six month period ended December 29, 2024 as compared to the same period in the prior year. The decrease was primarily the result of lower depreciation of equipment.

Provision for Income Taxes

Total income tax expense consists of the following (in thousands):

   
Three Months Ended
 
Six Months Ended
   
December 29,
2024
 
December 24,
2023
 
December 29,
2024
 
December 24,
2023
Federal tax expense (benefit)
 
$
121
   
$
(23
)
 
$
264
   
$
85
 
State tax expense
   
23
     
10
     
49
     
34
 
Total income tax expense (benefit)
 
$
144
   
$
(13
)
 
$
313
   
$
119
 

For the three and six months ended December 29, 2024, the Company recorded an income tax expense of $144 thousand and $313 thousand, respectively. For the three and six months ended December 24, 2023, the Company recorded an income tax benefit of $13 thousand and a tax expense of $119 thousand, respectively. The increase for the three months ended as of December 29, 2024 was driven by a decrease in the number of RSUs vested compared to the comparable period of the prior fiscal year, which resulted in a lower tax benefit from stock-based compensation. The increase for the six months ended as of December 29, 2024 was primarily driven by a decrease in the number of RSUs vested compared to the comparable period of the prior fiscal year, which resulted in a lower tax benefit from stock-based compensation.

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 a valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets.

Basic net income per share remained relatively stable at $0.04 per share for the three months ended December 29, 2024, compared to the comparable period in the prior fiscal year. The Company had net income of $0.6 million for the three months ended December 29, 2024 compared to net income of $0.6 million in the comparable period in the prior fiscal year, on revenues of $2.9 million for the three months ended December 29, 2024 compared to $2.8 million in the comparable period in the prior fiscal year.

Basic net income per share increased $0.01 per share to $0.08 per share for the six months ended December 29, 2024, compared to the comparable period in the prior fiscal year. The Company had net income of $1.1 million for the six months ended December 29, 2024 compared to net income of $0.9 million in the comparable period in the prior fiscal year, on revenues of $5.9 million for the six months ended December 29, 2024 compared to $5.8 million in the comparable period in the prior fiscal year.

Liquidity and Capital Resources

During the six month period ended December 29, 2024, the Company's primary source of liquidity was proceeds from operating activities.

Cash flows from operating activities generally reflect net income adjusted for certain non-cash items including depreciation and amortization, changes in deferred taxes, stock-based compensation, and changes in working capital. Cash provided by operating activities was $1.2 million for the six month period ended December 29, 2024 compared to cash provided by operating activities of $0.3 million for the six month period ended December 24, 2023. The primary driver of increased operating cash flow during the six month period ended December 29, 2024 was increased collections of accounts receivable related to the payment of franchise receivables.
 

Cash flows from investing activities reflect purchases and maturities of short-term investments as well as net proceeds from the sale of assets and capital expenditures for the purchase of Company assets. Cash used in investing activities during the six month period ended December 29, 2024 was $1.0 million compared to cash used in investing activities of $16 thousand for the six months ended December 24, 2023. Net cash used by investing activities during the six month period ended December 29, 2024 was primarily attributable to increased purchases of U.S. Treasury bills.

Cash flows used in financing activities generally reflect changes in the Company's stock and debt activity during the period. Net cash used in financing activities was $0.2 million for the six month period ended December 29, 2024 compared to net cash used in financing activities of $0.3 million for the six month period ended December 24, 2023. Net cash used by financing activities for the six months ended December 29, 2024 was primarily attributable to taxes paid on vested RSUs. Net cash used by financing activities for the six months ended December 24, 2023 was primarily attributable to taxes paid on vested RSUs.

Management believes the cash on hand combined with net cash provided by operations will be sufficient to fund operations for the next 12 months and beyond.

Employee Retention Credit

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. As of December 29, 2024, $0.6 million has been received and $0.1 million is still outstanding and included within accounts receivable on the accompanying Condensed Consolidated Balance Sheets.

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 an allowance for credit losses 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.

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. In event of a closed franchise or defaulted development agreement, the remaining balance of unamortized license fees will be recognized in entirety as of the date of the closure or default. 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 the 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 operating performance.
 
 
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 December 29, 2024 and December 24, 2023, 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information it is required to disclose in the reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, have evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer, or persons performing similar functions, have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. During the most recent fiscal quarter, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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.

Item 1A. Risk Factors

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three and six months ended December 29, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
 

Item 6. Exhibits


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).
 
 
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 10.3 to Form 10-K/A filed on September 30, 2019 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 March 25, 2024, between Rave Restaurant Group, Inc. and Jay Rooney (filed as Exhibit 10.1 to Form 8-K filed March 26, 2024 and incorporated herein by reference).*
 
 
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.
 
 
104
Cover Page Interactive Data File (formatted as Inline XBRL).
 
*Management contract or compensatory plan or agreement.
 
 
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 thereunto duly authorized.

 
RAVE RESTAURANT GROUP, INC.
 
 
(Registrant)
 
       
 
By:
/s/ Brandon L. Solano
 
   
Brandon L. Solano
 
   
Chief Executive Officer
 
   
(principal executive officer)
 
       
 
By:
/s/ Jay D. Rooney
 
   
Jay D. Rooney
 
   
Chief Financial Officer
 
   
(principal financial officer)
 
       
Dated: February 6, 2025
     

 
 
27

 
 
 
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Exhibit 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Brandon L. Solano, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q 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: February 6, 2025
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 302 of the Sarbanes-Oxley Act of 2002
 
I, Jay D. Rooney, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q 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: February 6, 2025
By:
/s/ Jay D. Rooney
 
 
 
Jay D. Rooney
 
 
 
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
 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Rave Restaurant Group, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
 
The accompanying Quarterly Report on Form 10-Q for the quarter ended December 29, 2024 (the “Form 10-Q”) of the Company 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-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
 
    
Date: February 6, 2025
By:
/s/ Brandon L. Solano
 
 
 
Brandon L. Solano
 
 
 
Chief Executive Officer
 
 
 
(principal executive officer)
 
 
The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
 


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
 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Rave Restaurant Group, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
 
The accompanying Quarterly Report on Form 10-Q for the quarter ended December 29, 2024 (the “Form 10-Q”) of the Company 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-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
 
    
Date: February 6, 2025
By:
/s/ Jay D. Rooney
 
 
 
Jay D. Rooney
 
 
 
Chief Financial Officer
 
 
 
(principal financial officer)
 
 
The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
 

v3.25.0.1
Cover - shares
6 Months Ended
Dec. 29, 2024
Jan. 30, 2025
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Dec. 29, 2024  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Entity Information [Line Items]    
Entity Registrant Name RAVE RESTAURANT GROUP, INC.  
Entity Central Index Key 0000718332  
Entity File Number 0-12919  
Entity Tax Identification Number 45-3189287  
Entity Incorporation, State or Country Code MO  
Current Fiscal Year End Date --06-30  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Contact Personnel [Line Items]    
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  
Entity Phone Fax Numbers [Line Items]    
City Area Code 469  
Local Phone Number 384-5000  
Entity Listings [Line Items]    
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol RAVE  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   14,711,566
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
CONDENSED CONSOLIDATED STATEMENTS OF INCOME [Abstract]        
REVENUES $ 2,869 $ 2,746 $ 5,919 $ 5,833
COSTS AND EXPENSES        
General and administrative expenses 1,314 1,341 2,730 2,660
Franchise expenses 829 844 1,824 2,016
Provision (recovery) for credit losses 9 10 (8) 35
Interest income (87) (46) (169) (48)
Depreciation and amortization expense 53 57 96 112
Total costs and expenses 2,118 2,206 4,473 4,775
INCOME BEFORE TAXES 751 540 1,446 1,058
Income tax expense (benefit) 144 (13) 313 119
NET INCOME $ 607 $ 553 $ 1,133 $ 939
INCOME PER SHARE OF COMMON STOCK        
Basic (in Dollars per share) $ 0.04 $ 0.04 $ 0.08 $ 0.07
Diluted (in Dollars per share) $ 0.04 $ 0.04 $ 0.08 $ 0.07
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        
Basic (in Shares) 14,690 14,444 14,638 14,299
Diluted (in Shares) 14,716 14,465 14,660 14,319
v3.25.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 29, 2024
Jun. 30, 2024
CURRENT ASSETS    
Cash and cash equivalents $ 2,871 $ 2,886
Short-term investments 6,045 4,945
Accounts receivable, less allowance for credit losses of $42 and $57, respectively 1,115 1,411
Notes receivable, current 65 68
Assets held for sale 26 33
Deferred contract charges, current 23 26
Prepaid expenses and other current assets 207 167
Total current assets 10,352 9,536
LONG-TERM ASSETS    
Property and equipment, net 171 182
Operating lease right-of-use assets, net 648 817
Intangible assets definite-lived, net 211 252
Notes receivable, net of current portion 56 79
Deferred tax asset, net 4,492 4,756
Deferred contract charges, net of current portion 185 197
Total assets 16,115 15,819
CURRENT LIABILITIES    
Accounts payable - trade 455 359
Accrued expenses 498 915
Operating lease liabilities, current 371 402
Deferred revenues, current 116 343
Total current liabilities 1,440 2,019
LONG-TERM LIABILITIES    
Operating lease liabilities, net of current portion 393 555
Deferred revenues, net of current portion 503 543
Total liabilities 2,336 3,117
COMMITMENTS AND CONTINGENCIES (SEE NOTE C)
SHAREHOLDERS’ EQUITY    
Common stock, $0.01 par value; authorized 26,000,000 shares; issued 25,647,171 and 25,522,171 shares, respectively; outstanding 14,711,566 and 14,586,566 shares, respectively 256 255
Additional paid-in capital 37,506 37,563
Retained earnings 6,045 4,912
Treasury stock, at cost Shares in treasury: 10,935,605 and 10,935,605 respectively (30,028) (30,028)
Total shareholders' equity 13,779 12,702
Total liabilities and shareholders' equity $ 16,115 $ 15,819
v3.25.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)
$ in Thousands
Dec. 29, 2024
Jun. 30, 2024
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for credit losses (in Dollars) $ 42 $ 57
Common stock, par value (in Dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 26,000,000 26,000,000
Common stock, shares issued (in shares) 25,647,171 25,522,171
Common stock, shares outstanding (in shares) 14,711,566 14,586,566
Treasury stock at cost (in shares) 10,935,605 10,935,605
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock [Member]
Total
Beginning balance at Jun. 25, 2023 $ 251 $ 37,729 $ 2,439 $ (30,028) $ 10,391
Beginning balance (in Shares) at Jun. 25, 2023 25,090,000     (10,936,000)  
Stock-based compensation expense $ 0 79 0 $ 0 79
Net income 0 0 386 0 386
Ending balance at Sep. 24, 2023 $ 251 37,808 2,825 $ (30,028) 10,856
Ending balance (in Shares) at Sep. 24, 2023 25,090,000     (10,936,000)  
Beginning balance at Jun. 25, 2023 $ 251 37,729 2,439 $ (30,028) 10,391
Beginning balance (in Shares) at Jun. 25, 2023 25,090,000     (10,936,000)  
Net income         939
Ending balance at Dec. 24, 2023 $ 255 37,496 3,378 $ (30,028) 11,101
Ending balance (in Shares) at Dec. 24, 2023 25,522,000     (10,936,000)  
Beginning balance at Sep. 24, 2023 $ 251 37,808 2,825 $ (30,028) 10,856
Beginning balance (in Shares) at Sep. 24, 2023 25,090,000     (10,936,000)  
Stock-based compensation expense $ 0 3 0 $ 0 3
RSU vested and taxes paid on RSUs $ 4 (315) 0 0 (311)
RSU vested and taxes paid on RSUs (in Shares) 432,000        
Net income $ 0 0 553 0 553
Ending balance at Dec. 24, 2023 $ 255 37,496 3,378 $ (30,028) 11,101
Ending balance (in Shares) at Dec. 24, 2023 25,522,000     (10,936,000)  
Beginning balance at Jun. 30, 2024 $ 255 37,563 4,912 $ (30,028) $ 12,702
Beginning balance (in Shares) at Jun. 30, 2024 25,522,000     (10,936,000) 25,522,171
Stock-based compensation expense $ 0 73 0 $ 0 $ 73
Net income 0 0 526 0 526
Ending balance at Sep. 29, 2024 $ 255 37,636 5,438 $ (30,028) 13,301
Ending balance (in Shares) at Sep. 29, 2024 25,522,000     (10,936,000)  
Beginning balance at Jun. 30, 2024 $ 255 37,563 4,912 $ (30,028) $ 12,702
Beginning balance (in Shares) at Jun. 30, 2024 25,522,000     (10,936,000) 25,522,171
Net income         $ 1,133
Ending balance at Dec. 29, 2024 $ 256 37,506 6,045 $ (30,028) $ 13,779
Ending balance (in Shares) at Dec. 29, 2024 25,647,000     (10,936,000) 25,647,171
Beginning balance at Sep. 29, 2024 $ 255 37,636 5,438 $ (30,028) $ 13,301
Beginning balance (in Shares) at Sep. 29, 2024 25,522,000     (10,936,000)  
Stock-based compensation expense $ 0 53 0 $ 0 53
RSU vested and taxes paid on RSUs $ 1 (183) 0 0 (182)
RSU vested and taxes paid on RSUs (in Shares) 125,000        
Net income $ 0 0 607 0 607
Ending balance at Dec. 29, 2024 $ 256 $ 37,506 $ 6,045 $ (30,028) $ 13,779
Ending balance (in Shares) at Dec. 29, 2024 25,647,000     (10,936,000) 25,647,171
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $ 1,133 $ 939
Adjustments to reconcile net income to cash provided by operating activities:    
Amortization of discount on short-term investment (63) 0
Impairment of long-lived assets and other lease charges 9 0
Stock-based compensation expense 126 82
Depreciation and amortization 46 70
Amortization of operating right-of-use assets 169 219
Amortization of definite-lived intangible assets 41 42
Non-cash lease expense 43 0
Provision (recovery) for credit losses (8) 35
Deferred income tax 264 71
Changes in operating assets and liabilities:    
Accounts receivable 304 (69)
Notes receivable 0 (54)
Deferred contract charges 15 11
Prepaid expenses and other current assets (40) (254)
Accounts payable - trade 96 151
Accrued expenses (417) (442)
Operating lease liabilities (236) (249)
Deferred revenues (267) (247)
Cash provided by operating activities 1,215 305
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchases of short-term investments (8,102) 0
Maturities of short-term investments 7,065 0
Payments received on notes receivable 26 30
Proceeds from sale of assets 7 0
Purchase of definite-lived intangible assets 0 (8)
Purchase of property and equipment (44) (38)
Cash used in investing activities (1,048) (16)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Taxes paid on issuance of restricted stock units (182) (311)
Cash used in financing activities (182) (311)
Net decrease in cash and cash equivalents (15) (22)
Cash and cash equivalents, beginning of period 2,886 5,328
Cash and cash equivalents, end of period 2,871 5,306
CASH PAID FOR:    
Income taxes (net of refunds) 98 4
NON-CASH ACTIVITIES:    
Operating lease right of use assets at purchase 24 0
Operating lease liability at purchase $ 24 $ 0
v3.25.0.1
Summary of Significant Accounting Policies
6 Months Ended
Dec. 29, 2024
Summary of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
Note A - Summary of Significant Accounting Policies
 
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.
 
Short-Term Investments
The Company holds short-term investments in U.S. Treasury bills, classified as trading securities. Accordingly, interest income is recorded through the Condensed Consolidated Statements of Income, when earned. Management has elected to classify all U.S. Treasury bills as short-term, regardless of their maturity dates, as these are readily available to fund current operations and can be liquidated at any time at the discretion of the Company. As of December 29, 2024 and June 30, 2024, the Company held U.S. Treasury bills valued at approximately $6.0 million and $4.9 million, respectively, which are included within short-term investments on the accompanying Condensed Consolidated Balance Sheets. For the three months ended December 29, 2024 and December 24, 2023, interest income recognized on the U.S. Treasury bills was $87 thousand and $46 thousand, respectively. For the six months ended December 29, 2024 and December 24, 2023, interest income recognized on the U.S. Treasury bills was $169 thousand and $48 thousand, respectively.
 
Fair Value Measurements
Assets and liabilities carried at fair value are categorized based on the level of judgment associated with the inputs used to measure their fair value. Authoritative guidance for fair value measurements establishes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three levels:
 
Level 1:
Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities at the measurement date.
 
Level 2:
Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date for the duration of the instrument’s anticipated life.
 
Level 3:
Inputs are unobservable and therefore reflect management’s best estimate of the assumptions that market participants would use in pricing the asset or liability.
 
The fair value of the Company’s investments in U.S. Treasury bills at December 29, 2024 and December 24, 2023, was determined using Level 1 observable inputs. Management believes the carrying amounts of other financial instruments at December 29, 2024 and December 24, 2023, including cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to their short-term maturities.
 
The following table summarizes the Company’s financial assets and financial liabilities measured at fair value (in thousands): 
 
  
December 29, 2024
 
June 30, 2024
Fair Value Measurements
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Treasury bills
 
$
6,045
  
$
  
$
  
$
6,045
  
$
4,945
  
$
  
$
  
$
4,945
 
  
$
6,045
  
$
  
$
  
$
6,045
  
$
4,945
  
$
  
$
  
$
4,945
 
 
The Company has no financial assets or liabilities classified within Level 3 of the valuation hierarchy.
 
These items are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy.
 
Accounts Receivable and Allowance for Credit Losses
Accounts receivable consist primarily of receivables generated from franchise royalties and supplier concessions. The Company records an allowance for credit losses 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.
 
The Company monitors franchisee receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to high-risk accounts receivable. For the three month period ended December 29, 2024, provision for credit losses was $9 thousand compared to $11 thousand for the same period in the prior fiscal year. For the six month period ended December 29, 2024, recoveries for credit losses were $8 thousand compared to provision for credit losses of $36 thousand for the same period in the prior fiscal year.
 
Changes in the allowance for credit losses from continuing operations consisted of the following (in thousands):
 
  
Three Months Ended
  
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Balance at beginning of year
 
$
40
  
$
11
  
$
57
  
$
58
 
Provision (recovery) for credit losses
  
9
   
11
   
(8
)
  
36
 
Amounts written off
  
(7
)
  
   
(7
)
  
(72
)
Ending balance
 
$
42
  
$
22
  
$
42
  
$
22
 
 
Fiscal Quarters
The three and six month periods ended December 29, 2024 and December 24, 2023 each contained 13 weeks and 26 weeks, respectively.
 
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.
 
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” or “standard”) 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (Topic 280), which requires companies to enhance disclosure of significant reportable segment expenses. The new guidance is effective for the Company's fiscal year beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. Management believes that adopting this standard will not have a material impact on the Company's consolidated financial statements and related disclosures as a result of adopting this standard.
 
In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures (Topic 740), which requires companies to provide a more granular breakdown of the components that make up their effective tax rate and additional disclosures about the nature and effect of significant reconciling items. The new guidance is effective for the Company's fiscal year beginning after December 15, 2024. Management believes that adopting this standard will not have a material impact on the Company's consolidated financial statements and related disclosures as a result of adopting this standard.
 
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 fund contributions, and 6) supplier convention funds.
 
Franchise royalties, which are based on a percentage of net retail 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 typically range from five to 20 years. Fees received for renewal periods are amortized over the life of the renewal period. In the event of a closed franchise or terminated development agreement, the remaining balance of unamortized license fees will be recognized in entirety as of the date of the closure or termination.
 
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 Condensed Consolidated Balance Sheets and allocated on a pro rata basis to all stores opened under that specific development agreement as the stores are opened. Area development exclusivity fees that include rights to sub-franchise are amortized as revenue over the term of the contract.
 
Advertising fund contributions for Pizza Inn and Pie Five 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 Condensed 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. Pizza Inn and Pie Five marketing fund contributions are billed and collected weekly or monthly.
 
Supplier convention funds are deferred until the obligations of the agreement are met and the event takes place.
 
Rental Income
 
The Company subleases some of its restaurant space to a third-party. The Company’s sublease has terms that end in 2025. The sublease agreement is non-cancelable 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.
 
Total revenues consist of the following (in thousands):
 
  
Three Months Ended
 
Six Months Ended
 
   December 29, 2024   December 24, 2023   December 29, 2024   December 24, 2023 
Franchise royalties
 
$
1,144
  
$
1,171
  
$
2,265
  
$
2,396
 
Supplier and distributor incentive revenues
  
1,156
   
1,051
   
2,348
   
2,151
 
Franchise license fees
  
36
   
50
   
64
   
151
 
Area development exclusivity fees and foreign master license fees
  
3
   
3
   
6
   
7
 
Advertising fund contributions
  
502
   
426
   
966
   
848
 
Supplier convention funds
  
   
   
217
   
187
 
Rental income
  
23
   
38
   
46
   
85
 
Other
  
5
   
7
   
7
   
8
 
  
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
 
Stock-Based Compensation
The Company accounts for stock options using the fair value recognition provisions of the authoritative guidance on stock-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.
v3.25.0.1
Leases
6 Months Ended
Dec. 29, 2024
Leases [Abstract]  
Leases
Note B - 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 Space Agreements
 
The Company rents office space from third parties for its corporate location. Office space agreements are typically structured with non-cancelable terms of one to 10 years. The Company has concluded that its office space 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 agreement subsequent to the primary term.
 
Restaurant Space Agreements
 
The Company subleases some of its restaurant space to a third-party. The Company’s sublease has terms that end in 2025. The sublease agreement is non-cancelable 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.
 
Information Technology Equipment Agreements
 
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 agreements 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 three and six months ended December 29, 2024 and December 24, 2023, where operating lease cost is included in general and administrative expense and sublease income is included in revenues in the accompanying Condensed Consolidated Statements of Income, are as follows (in thousands):
 
  
Three Months Ended
 
Six Months Ended
   December 29, 2024   December 24, 2023   December 29, 2024   December 24, 2023 
Operating lease cost
 
$
103
  
$
117
  
$
207
  
$
240
 
Sublease income
  
(23
)
  
(38
)
  
(46
)
  
(85
)
Total lease expense, net of sublease income
 
$
80
  
$
79
  
$
161
  
$
155
 
 
Weighted average remaining lease term and weighted average discount rate for operating leases are as follows:
 
  
December 29, 2024
 
December 24, 2023
Weighted average remaining lease term
 
2.1 Years
  
2.0 Years
 
Weighted average discount rate
  
4.1
%
  
4.0
%
 
Operating lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands):
 
 
  
Operating Leases
 
2025
  
201
 
2026
  
388
 
2027
  
197
 
2028
  
6
 
2029
  
6
 
Thereafter
  
1
 
Total operating lease payments
 
$
799
 
Less: imputed interest
  
(35
)
Total operating lease liability
 
$
764
 
 
v3.25.0.1
Commitments and Contingencies
6 Months Ended
Dec. 29, 2024
Commitments and Contingencies [Abstract]  
Commitments and Contingencies
Note C - 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 results of operations or financial condition if decided in a manner that is unfavorable to the Company.
v3.25.0.1
Stock-Based Compensation
6 Months Ended
Dec. 29, 2024
Stock-Based Compensation [Abstract]  
Stock-Based Compensation
Note D - Stock-Based Compensation
 
Stock Options:
 
For the three and six months ended December 29, 2024, the Company recognized stock-based compensation expense related to stock options of zero. For the three and six months ended December 24, 2023, the Company recognized stock-based compensation expense related to stock options of zero. As of December 29, 2024, there was no unamortized stock-based compensation expense related to stock options.
 
The following table summarizes the number of shares of the Company’s common stock subject to outstanding stock options:
 
  
Six Months Ended
  December 29, 2024   December 24, 2023 
  Shares   Shares  
Outstanding at beginning of year
  
114,286
   
151,750
 
         
Granted
  
   
 
Exercised
  
   
 
Forfeited/Canceled/Expired
  
   
(8,664
)
         
Outstanding at end of period
  
114,286
   
143,086
 
         
Exercisable at end of period
  
114,286
   
143,086
 
 
Restricted Stock Units:
 
For the three and six months ended December 29, 2024, the Company had stock-based compensation expense related to RSUs of $53 thousand and $126 thousand, respectively. For the three and six months ended December 24, 2023, the Company had stock-based compensation expense related to RSUs of $3 thousand and $82 thousand, respectively. As of December 29, 2024, there was $492 thousand unamortized stock-based compensation expense related to RSUs.
 
As of December 29, 2024 the RSUs will be amortized during the next 34 months. A summary of the status of restricted stock units as of December 29, 2024 and December 24, 2023, and changes during the six months then ended is presented below:
 
  
Six Months Ended
  December 29, 2024  December 24, 2023
Unvested at beginning of year
  
269,063
   
885,688
 
Performance adjustment
  
34,351
   
(25,223
)
Granted
  
142,328
   
131,460
 
Issued
  
(198,414
)
  
(588,589
)
Forfeited
  
   
(101,461
)
Unvested at end of period
  
247,328
   
301,875
 
v3.25.0.1
Earnings per Share (EPS)
6 Months Ended
Dec. 29, 2024
Earnings per Share (EPS) [Abstract]  
Earnings per Share (EPS)
Note E - Earnings per Share (EPS)
 
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):
 
  
Three Months Ended
  
Six Months Ended
 
  
December 29, 2024 
  
December 24, 2023 
  
December 29, 2024 
  
December 24, 2023 
 
Net income available to common shareholders
 
$
607
  
$
553
  
$
1,133
  
$
939
 
                 
BASIC:
                
Weighted average common shares
  
14,690
   
14,444
   
14,638
   
14,299
 
                 
Net income per common share
 
$
0.04
  
$
0.04
  
$
0.08
  
$
0.07
 
                 
DILUTED:
                
Weighted average common shares
  
14,690
   
14,444
   
14,638
   
14,299
 
Dilutive stock options and restricted stock units
  
26
   
21
   
22
   
20
 
Weighted average common shares outstanding
  
14,716
   
14,465
   
14,660
   
14,319
 
                 
Net income per common share
 
$
0.04
  
$
0.04
  
$
0.08
  
$
0.07
 
 
For the three and six months ended December 29, 2024, exercisable options to purchase 74,286 shares of common stock at exercise prices from $3.95 to $13.11 were excluded from the computation of diluted EPS because they had an intrinsic value of zero. For the three and six months ended December 29, 2024, 142,328 and 247,328 RSUs were excluded from the computation of diluted EPS because performance criteria is not probable at period end, respectively.
 
For the three and six months ended December 24, 2023, exercisable options to purchase 103,086 shares of common stock at exercise prices from $3.95 to $13.11 were excluded from the computation of diluted EPS because they had an intrinsic value of zero. For the three and six months ended December 24, 2023, zero and 90,625 RSUs were excluded from the computation of diluted EPS because performance criteria is not probable at period end, respectively.
v3.25.0.1
Income Taxes
6 Months Ended
Dec. 29, 2024
Income Taxes [Abstract]  
Income Taxes
Note F - Income Taxes
 
Total income tax expense consists of the following (in thousands):
  
Three Months Ended
 
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Federal tax expense (benefit)
 
$
121
  
$
(23
)
 
$
264
  
$
85
 
State tax expense
  
23
   
10
   
49
   
34
 
Total income tax expense (benefit)
 
$
144
  
$
(13
)
 
$
313
  
$
119
 
 
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.
v3.25.0.1
Segment Reporting
6 Months Ended
Dec. 29, 2024
Segment Reporting [Abstract]  
Segment Reporting
Note G - 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) Corporate administration and other. 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.
 
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.
 
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 operating revenues, depreciation and amortization expense, and income before taxes for the Company’s reportable segments as of the three and six months ended December 29, 2024 and December 24, 2023 (in thousands):
 
  
Three Months Ended
 
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Net sales and operating revenues:
            
Pizza Inn Franchising
 
$
2,541
  
$
2,271
  
$
5,261
  
$
4,875
 
Pie Five Franchising
  
305
   
437
   
612
   
873
 
Corporate administration and other
  
23
   
38
   
46
   
85
 
Consolidated revenues
 
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
                 
Depreciation and amortization:
                
Corporate administration and other
 
$
53
  
$
57
  
$
96
  
$
112
 
Depreciation and amortization
 
$
53
  
$
57
  
$
96
  
$
112
 
                 
Income before taxes:
                
Pizza Inn Franchising
 
$
1,817
  
$
1,602
  
$
3,648
  
$
3,263
 
Pie Five Franchising
  
200
   
260
   
401
   
469
 
Combined
  
2,017
   
1,862
   
4,049
   
3,732
 
Corporate administration and other
  
(1,266
)
  
(1,322
)
  
(2,603
)
  
(2,674
)
Income before taxes
 
$
751
  
$
540
  
$
1,446
  
$
1,058
 
                 
Geographic information (revenues):
                
United States
 
$
2,798
  
$
2,701
  
$
5,785
  
$
5,735
 
Foreign countries
  
71
   
45
   
134
   
98
 
Consolidated revenues
 
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Sep. 29, 2024
Dec. 24, 2023
Sep. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ 607 $ 526 $ 553 $ 386 $ 1,133 $ 939
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 29, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Accounting Policies, by Policy (Policies)
6 Months Ended
Dec. 29, 2024
Summary of Significant Accounting Policies [Abstract]  
Principles of Consolidation
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
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.
Short Term Investments
Short-Term Investments
The Company holds short-term investments in U.S. Treasury bills, classified as trading securities. Accordingly, interest income is recorded through the Condensed Consolidated Statements of Income, when earned. Management has elected to classify all U.S. Treasury bills as short-term, regardless of their maturity dates, as these are readily available to fund current operations and can be liquidated at any time at the discretion of the Company. As of December 29, 2024 and June 30, 2024, the Company held U.S. Treasury bills valued at approximately $6.0 million and $4.9 million, respectively, which are included within short-term investments on the accompanying Condensed Consolidated Balance Sheets. For the three months ended December 29, 2024 and December 24, 2023, interest income recognized on the U.S. Treasury bills was $87 thousand and $46 thousand, respectively. For the six months ended December 29, 2024 and December 24, 2023, interest income recognized on the U.S. Treasury bills was $169 thousand and $48 thousand, respectively.
Fair Value Measurements
Fair Value Measurements
Assets and liabilities carried at fair value are categorized based on the level of judgment associated with the inputs used to measure their fair value. Authoritative guidance for fair value measurements establishes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three levels:
Level 1:
Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities at the measurement date.
Level 2:
Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date for the duration of the instrument’s anticipated life.
Level 3:
Inputs are unobservable and therefore reflect management’s best estimate of the assumptions that market participants would use in pricing the asset or liability.
The fair value of the Company’s investments in U.S. Treasury bills at December 29, 2024 and December 24, 2023, was determined using Level 1 observable inputs. Management believes the carrying amounts of other financial instruments at December 29, 2024 and December 24, 2023, including cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to their short-term maturities.
 
The following table summarizes the Company’s financial assets and financial liabilities measured at fair value (in thousands): 
  
December 29, 2024
 
June 30, 2024
Fair Value Measurements
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Treasury bills
 
$
6,045
  
$
  
$
  
$
6,045
  
$
4,945
  
$
  
$
  
$
4,945
 
  
$
6,045
  
$
  
$
  
$
6,045
  
$
4,945
  
$
  
$
  
$
4,945
 
The Company has no financial assets or liabilities classified within Level 3 of the valuation hierarchy.
These items are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy.
Accounts Receivable and Allowance for Credit Losses
Accounts Receivable and Allowance for Credit Losses
Accounts receivable consist primarily of receivables generated from franchise royalties and supplier concessions. The Company records an allowance for credit losses 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.
The Company monitors franchisee receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to high-risk accounts receivable. For the three month period ended December 29, 2024, provision for credit losses was $9 thousand compared to $11 thousand for the same period in the prior fiscal year. For the six month period ended December 29, 2024, recoveries for credit losses were $8 thousand compared to provision for credit losses of $36 thousand for the same period in the prior fiscal year.
Changes in the allowance for credit losses from continuing operations consisted of the following (in thousands):
  
Three Months Ended
  
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Balance at beginning of year
 
$
40
  
$
11
  
$
57
  
$
58
 
Provision (recovery) for credit losses
  
9
   
11
   
(8
)
  
36
 
Amounts written off
  
(7
)
  
   
(7
)
  
(72
)
Ending balance
 
$
42
  
$
22
  
$
42
  
$
22
 
Fiscal Quarters
Fiscal Quarters
The three and six month periods ended December 29, 2024 and December 24, 2023 each contained 13 weeks and 26 weeks, respectively.
Use of Management Estimates
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.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” or “standard”) 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (Topic 280), which requires companies to enhance disclosure of significant reportable segment expenses. The new guidance is effective for the Company's fiscal year beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. Management believes that adopting this standard will not have a material impact on the Company's consolidated financial statements and related disclosures as a result of adopting this standard.
 
In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures (Topic 740), which requires companies to provide a more granular breakdown of the components that make up their effective tax rate and additional disclosures about the nature and effect of significant reconciling items. The new guidance is effective for the Company's fiscal year beginning after December 15, 2024. Management believes that adopting this standard will not have a material impact on the Company's consolidated financial statements and related disclosures as a result of adopting this standard.
Revenue Recognition
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 fund contributions, and 6) supplier convention funds.
Franchise royalties, which are based on a percentage of net retail 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 typically range from five to 20 years. Fees received for renewal periods are amortized over the life of the renewal period. In the event of a closed franchise or terminated development agreement, the remaining balance of unamortized license fees will be recognized in entirety as of the date of the closure or termination.
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 Condensed Consolidated Balance Sheets and allocated on a pro rata basis to all stores opened under that specific development agreement as the stores are opened. Area development exclusivity fees that include rights to sub-franchise are amortized as revenue over the term of the contract.
Advertising fund contributions for Pizza Inn and Pie Five 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 Condensed 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. Pizza Inn and Pie Five marketing fund contributions are billed and collected weekly or monthly.
Supplier convention funds are deferred until the obligations of the agreement are met and the event takes place.
Rental Income
The Company subleases some of its restaurant space to a third-party. The Company’s sublease has terms that end in 2025. The sublease agreement is non-cancelable 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.
Total revenues consist of the following (in thousands):
  
Three Months Ended
 
Six Months Ended
 
   December 29, 2024   December 24, 2023   December 29, 2024   December 24, 2023 
Franchise royalties
 
$
1,144
  
$
1,171
  
$
2,265
  
$
2,396
 
Supplier and distributor incentive revenues
  
1,156
   
1,051
   
2,348
   
2,151
 
Franchise license fees
  
36
   
50
   
64
   
151
 
Area development exclusivity fees and foreign master license fees
  
3
   
3
   
6
   
7
 
Advertising fund contributions
  
502
   
426
   
966
   
848
 
Supplier convention funds
  
   
   
217
   
187
 
Rental income
  
23
   
38
   
46
   
85
 
Other
  
5
   
7
   
7
   
8
 
  
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
 
Stock-Based Compensation
Stock-Based Compensation
The Company accounts for stock options using the fair value recognition provisions of the authoritative guidance on stock-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.
v3.25.0.1
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Dec. 29, 2024
Summary of Significant Accounting Policies [Abstract]  
Financial Assets and Financial Liabilities Measured at Fair Value The following table summarizes the Company’s financial assets and financial liabilities measured at fair value (in thousands):
  
December 29, 2024
 
June 30, 2024
Fair Value Measurements
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Treasury bills
 
$
6,045
  
$
  
$
  
$
6,045
  
$
4,945
  
$
  
$
  
$
4,945
 
  
$
6,045
  
$
  
$
  
$
6,045
  
$
4,945
  
$
  
$
  
$
4,945
 
Allowance for Credit Losses Changes in the allowance for credit losses from continuing operations consisted of the following (in thousands):
  
Three Months Ended
  
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Balance at beginning of year
 
$
40
  
$
11
  
$
57
  
$
58
 
Provision (recovery) for credit losses
  
9
   
11
   
(8
)
  
36
 
Amounts written off
  
(7
)
  
   
(7
)
  
(72
)
Ending balance
 
$
42
  
$
22
  
$
42
  
$
22
 
Total Revenues Total revenues consist of the following (in thousands):
  
Three Months Ended
 
Six Months Ended
 
   December 29, 2024   December 24, 2023   December 29, 2024   December 24, 2023 
Franchise royalties
 
$
1,144
  
$
1,171
  
$
2,265
  
$
2,396
 
Supplier and distributor incentive revenues
  
1,156
   
1,051
   
2,348
   
2,151
 
Franchise license fees
  
36
   
50
   
64
   
151
 
Area development exclusivity fees and foreign master license fees
  
3
   
3
   
6
   
7
 
Advertising fund contributions
  
502
   
426
   
966
   
848
 
Supplier convention funds
  
   
   
217
   
187
 
Rental income
  
23
   
38
   
46
   
85
 
Other
  
5
   
7
   
7
   
8
 
  
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
 
v3.25.0.1
Leases (Tables)
6 Months Ended
Dec. 29, 2024
Leases [Abstract]  
Components of Total Lease Expense The components of total lease expense for the three and six months ended December 29, 2024 and December 24, 2023, where operating lease cost is included in general and administrative expense and sublease income is included in revenues in the accompanying Condensed Consolidated Statements of Income, are as follows (in thousands):
  
Three Months Ended
 
Six Months Ended
   December 29, 2024   December 24, 2023   December 29, 2024   December 24, 2023 
Operating lease cost
 
$
103
  
$
117
  
$
207
  
$
240
 
Sublease income
  
(23
)
  
(38
)
  
(46
)
  
(85
)
Total lease expense, net of sublease income
 
$
80
  
$
79
  
$
161
  
$
155
 
Weighted Average Remaining Lease Term and Weighted Average Discount Rate Weighted average remaining lease term and weighted average discount rate for operating leases are as follows:
  
December 29, 2024
 
December 24, 2023
Weighted average remaining lease term
 
2.1 Years
  
2.0 Years
 
Weighted average discount rate
  
4.1
%
  
4.0
%
Maturities of Operating Lease Liabilities Operating lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands):
  
Operating Leases
 
2025
  
201
 
2026
  
388
 
2027
  
197
 
2028
  
6
 
2029
  
6
 
Thereafter
  
1
 
Total operating lease payments
 
$
799
 
Less: imputed interest
  
(35
)
Total operating lease liability
 
$
764
 
v3.25.0.1
Stock-Based Compensation (Tables)
6 Months Ended
Dec. 29, 2024
Stock-Based Compensation [Abstract]  
Outstanding Stock Options The following table summarizes the number of shares of the Company’s common stock subject to outstanding stock options:
  
Six Months Ended
  December 29, 2024   December 24, 2023 
  Shares   Shares  
Outstanding at beginning of year
  
114,286
   
151,750
 
         
Granted
  
   
 
Exercised
  
   
 
Forfeited/Canceled/Expired
  
   
(8,664
)
         
Outstanding at end of period
  
114,286
   
143,086
 
         
Exercisable at end of period
  
114,286
   
143,086
 
Summary of Restricted Stock Units As of December 29, 2024 the RSUs will be amortized during the next 34 months. A summary of the status of restricted stock units as of December 29, 2024 and December 24, 2023, and changes during the six months then ended is presented below:
  
Six Months Ended
  December 29, 2024  December 24, 2023
Unvested at beginning of year
  
269,063
   
885,688
 
Performance adjustment
  
34,351
   
(25,223
)
Granted
  
142,328
   
131,460
 
Issued
  
(198,414
)
  
(588,589
)
Forfeited
  
   
(101,461
)
Unvested at end of period
  
247,328
   
301,875
 
v3.25.0.1
Earnings per Share (EPS) (Tables)
6 Months Ended
Dec. 29, 2024
Earnings per Share (EPS) [Abstract]  
Earnings per Share Basic and Diluted 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):
  
Three Months Ended
  
Six Months Ended
 
  
December 29, 2024 
  
December 24, 2023 
  
December 29, 2024 
  
December 24, 2023 
 
Net income available to common shareholders
 
$
607
  
$
553
  
$
1,133
  
$
939
 
                 
BASIC:
                
Weighted average common shares
  
14,690
   
14,444
   
14,638
   
14,299
 
                 
Net income per common share
 
$
0.04
  
$
0.04
  
$
0.08
  
$
0.07
 
                 
DILUTED:
                
Weighted average common shares
  
14,690
   
14,444
   
14,638
   
14,299
 
Dilutive stock options and restricted stock units
  
26
   
21
   
22
   
20
 
Weighted average common shares outstanding
  
14,716
   
14,465
   
14,660
   
14,319
 
                 
Net income per common share
 
$
0.04
  
$
0.04
  
$
0.08
  
$
0.07
 
 
v3.25.0.1
Income Taxes (Tables)
6 Months Ended
Dec. 29, 2024
Income Taxes [Abstract]  
Provision for Income Taxes Total income tax expense consists of the following (in thousands):
  
Three Months Ended
 
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Federal tax expense (benefit)
 
$
121
  
$
(23
)
 
$
264
  
$
85
 
State tax expense
  
23
   
10
   
49
   
34
 
Total income tax expense (benefit)
 
$
144
  
$
(13
)
 
$
313
  
$
119
 
v3.25.0.1
Segment Reporting (Tables)
6 Months Ended
Dec. 29, 2024
Segment Reporting [Abstract]  
Segment Reporting Information Summarized in the following tables are net operating revenues, depreciation and amortization expense, and income before taxes for the Company’s reportable segments as of the three and six months ended December 29, 2024 and December 24, 2023 (in thousands):
  
Three Months Ended
 
Six Months Ended
  
December 29, 2024
 
December 24, 2023
 
December 29, 2024
 
December 24, 2023
Net sales and operating revenues:
            
Pizza Inn Franchising
 
$
2,541
  
$
2,271
  
$
5,261
  
$
4,875
 
Pie Five Franchising
  
305
   
437
   
612
   
873
 
Corporate administration and other
  
23
   
38
   
46
   
85
 
Consolidated revenues
 
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
                 
Depreciation and amortization:
                
Corporate administration and other
 
$
53
  
$
57
  
$
96
  
$
112
 
Depreciation and amortization
 
$
53
  
$
57
  
$
96
  
$
112
 
                 
Income before taxes:
                
Pizza Inn Franchising
 
$
1,817
  
$
1,602
  
$
3,648
  
$
3,263
 
Pie Five Franchising
  
200
   
260
   
401
   
469
 
Combined
  
2,017
   
1,862
   
4,049
   
3,732
 
Corporate administration and other
  
(1,266
)
  
(1,322
)
  
(2,603
)
  
(2,674
)
Income before taxes
 
$
751
  
$
540
  
$
1,446
  
$
1,058
 
                 
Geographic information (revenues):
                
United States
 
$
2,798
  
$
2,701
  
$
5,785
  
$
5,735
 
Foreign countries
  
71
   
45
   
134
   
98
 
Consolidated revenues
 
$
2,869
  
$
2,746
  
$
5,919
  
$
5,833
 
v3.25.0.1
Summary of Significant Accounting Policies - Short-Term Investments (Details) - U.S. Treasury Bills [Member] - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Jun. 30, 2024
Summary of Significant Accounting Policies [Line Items]          
Short term investments $ 6,000   $ 6,000   $ 4,900
Interest income $ 87 $ 46 $ 169 $ 48  
v3.25.0.1
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Level 3 [Member] - USD ($)
Dec. 29, 2024
Jun. 30, 2024
Summary of Significant Accounting Policies [Line Items]    
Fair value measurements assets $ 0 $ 0
Fair value measurements liabilities $ 0  
v3.25.0.1
Summary of Significant Accounting Policies - Financial Assets and Financial Liabilities Measured at Fair Value (Details) - USD ($)
Dec. 29, 2024
Jun. 30, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value measurements assets $ 6,045 $ 4,945
Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value measurements assets 6,045 4,945
Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value measurements assets 0 0
Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value measurements assets 0 0
US Treasury Bills [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value measurements assets 6,045 4,945
US Treasury Bills [Member] | Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value measurements assets 6,045 4,945
US Treasury Bills [Member] | Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value measurements assets 0 0
US Treasury Bills [Member] | Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value measurements assets $ 0 $ 0
v3.25.0.1
Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Credit Losses (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Summary of Significant Accounting Policies [Line Items]        
Finance charges rate     18.00%  
Provision (recovery) for credit losses $ 9 $ 11 $ (8) $ 36
v3.25.0.1
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]        
Balance at beginning of year $ 40 $ 11 $ 57 $ 58
Provision (recovery) for credit losses 9 11 (8) 36
Amounts written off (7)   (7) (72)
Ending balance $ 42 $ 22 $ 42 $ 22
v3.25.0.1
Summary of Significant Accounting Policies - Revenue Recognition (Details)
6 Months Ended
Dec. 29, 2024
Minimum [Member]  
Summary of Significant Accounting Policies [Line Items]  
Amortization term of franchise license fees 5 years
Maximum [Member]  
Summary of Significant Accounting Policies [Line Items]  
Amortization term of franchise license fees 20 years
v3.25.0.1
Summary of Significant Accounting Policies - Total Revenues (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Disaggregation of Revenue [Line Items]        
Revenues $ 2,869 $ 2,746 $ 5,919 $ 5,833
Franchise Royalties [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 1,144 1,171 2,265 2,396
Supplier and Distributor Incentive Revenues [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 1,156 1,051 2,348 2,151
Franchise License Fees [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 36 50 64 151
Area Development Exclusivity Fees and Foreign Master License Fees [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 3 3 6 7
Advertising Fund Contributions [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 502 426 966 848
Supplier Convention Funds [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 0 0 217 187
Rental Income [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 23 38 46 85
Other [Member]        
Disaggregation of Revenue [Line Items]        
Revenues $ 5 $ 7 $ 7 $ 8
v3.25.0.1
Leases (Details)
Dec. 29, 2024
Minimum [Member] | Information Technology Equipment Agreements [Member]  
Lessee, Lease, Description [Line Items]  
Term of contract 1 year
Minimum [Member] | Office Space Agreements [Member]  
Lessee, Lease, Description [Line Items]  
Term of contract 1 year
Maximum [Member] | Information Technology Equipment Agreements [Member]  
Lessee, Lease, Description [Line Items]  
Term of contract 5 years
Maximum [Member] | Office Space Agreements [Member]  
Lessee, Lease, Description [Line Items]  
Term of contract 10 years
v3.25.0.1
Leases - Components of Total Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Components of Total Lease Expense [Abstract]        
Operating lease cost $ 103 $ 117 $ 207 $ 240
Sublease income (23) (38) (46) (85)
Total lease expense, net of sublease income $ 80 $ 79 $ 161 $ 155
v3.25.0.1
Leases - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details)
Dec. 29, 2024
Dec. 24, 2023
Weighted Average Remaining Lease Term and Discount Rate [Abstract]    
Weighted average remaining lease term 2 years 1 month 6 days 2 years
Weighted average discount rate 4.10% 4.00%
v3.25.0.1
Leases - Maturities of Operating Lease Liabilities (Details)
$ in Thousands
Dec. 29, 2024
USD ($)
Maturities of Operating Lease Liabilities [Abstract]  
2025 $ 201
2026 388
2027 197
2028 6
2029 6
Thereafter 1
Total operating lease payments 799
Less: imputed interest (35)
Total operating lease liability $ 764
v3.25.0.1
Stock-Based Compensation (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Stock Options [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Stock-based compensation expense recognized $ 0 $ 0 $ 0 $ 0
Unamortized stock-based compensation expense 0   0  
Restricted Stock Units [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Stock-based compensation expense recognized 53 $ 3 126 $ 82
Unamortized stock-based compensation expense $ 492   $ 492  
Amortization period     34 months  
v3.25.0.1
Stock-Based Compensation - Outstanding Stock Options (Details) - Stock Options [Member] - shares
6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Summary of Shares of Common Stock Subject to Outstanding Stock Options [Rollforward]    
Outstanding at beginning of year (in shares) 114,286 151,750
Granted (in shares) 0 0
Exercised (in shares) 0 0
Forfeited/Canceled/Expired (in shares) 0 (8,664)
Outstanding at end of period (in shares) 114,286 143,086
Exercisable at end of Period (in shares) 114,286 143,086
v3.25.0.1
Stock-Based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units [Member] - shares
6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Unvested at beginning of year (in shares) 269,063 885,688
Performance adjustment (in shares) 34,351 (25,223)
Granted (in shares) 142,328 131,460
Issued (in shares) (198,414) (588,589)
Forfeited (in shares) 0 (101,461)
Unvested at end of period (in shares) 247,328 301,875
v3.25.0.1
Earnings per Share (EPS) (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Stock Options [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Exercisable options to purchase shares of common stock excluded from computation of diluted EPS (in shares) 74,286 103,086 74,286 103,086
Intrinsic value of options outstanding (in Dollars) $ 0 $ 0 $ 0 $ 0
Restricted Stock Units [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Exercisable options to purchase shares of common stock excluded from computation of diluted EPS (in shares) 142,328 0 247,328 90,625
Minimum [Member] | Stock Options [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Exercisable options to purchase shares of common stock exercise price (in dollars per share) (in Dollars per share) $ 3.95 $ 3.95 $ 3.95 $ 3.95
Maximum [Member] | Stock Options [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Exercisable options to purchase shares of common stock exercise price (in dollars per share) (in Dollars per share) $ 13.11 $ 13.11 $ 13.11 $ 13.11
v3.25.0.1
Earnings per Share (EPS) - Earnings per Share Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Earnings Per Share [Abstract]        
Net income available to common shareholders (in Dollars) $ 607 $ 553 $ 1,133 $ 939
BASIC:        
Weighted average common shares (in shares) 14,690 14,444 14,638 14,299
Net income per common share (in Dollars per share) $ 0.04 $ 0.04 $ 0.08 $ 0.07
DILUTED:        
Weighted average common shares (in shares) 14,690 14,444 14,638 14,299
Dilutive stock options and restricted stock units (in shares) 26 21 22 20
Weighted average common shares outstanding (in shares) 14,716 14,465 14,660 14,319
Net income per common share (in Dollars per share) $ 0.04 $ 0.04 $ 0.08 $ 0.07
v3.25.0.1
Income Taxes - Provision for Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Income Taxes [Abstract]        
Federal tax expense (benefit) $ 121 $ (23) $ 264 $ 85
State tax expense 23 10 49 34
Total income tax expense (benefit) $ 144 $ (13) $ 313 $ 119
v3.25.0.1
Segment Reporting (Details)
6 Months Ended
Dec. 29, 2024
Segment
Segment Reporting [Abstract]  
Number of reportable segments 3
Number of operating segments 3
v3.25.0.1
Segment Reporting - Segment Reporting Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 29, 2024
Dec. 24, 2023
Dec. 29, 2024
Dec. 24, 2023
Segment Reporting Information [Line Items]        
Consolidated revenues $ 2,869 $ 2,746 $ 5,919 $ 5,833
Depreciation and amortization 53 57 96 112
Income before taxes 751 540 1,446 1,058
Operating Segments [Member]        
Segment Reporting Information [Line Items]        
Income before taxes 2,017 1,862 4,049 3,732
Reportable Geographical Components [Member]        
Segment Reporting Information [Line Items]        
Consolidated revenues 2,869 2,746 5,919 5,833
United States [Member] | Reportable Geographical Components [Member]        
Segment Reporting Information [Line Items]        
Consolidated revenues 2,798 2,701 5,785 5,735
Foreign Countries [Member] | Reportable Geographical Components [Member]        
Segment Reporting Information [Line Items]        
Consolidated revenues 71 45 134 98
Pizza Inn Franchising [Member] | Operating Segments [Member]        
Segment Reporting Information [Line Items]        
Consolidated revenues 2,541 2,271 5,261 4,875
Income before taxes 1,817 1,602 3,648 3,263
Pie Five Franchising [Member] | Operating Segments [Member]        
Segment Reporting Information [Line Items]        
Consolidated revenues 305 437 612 873
Income before taxes 200 260 401 469
Corporate Administration and Other [Member]        
Segment Reporting Information [Line Items]        
Consolidated revenues 23 38 46 85
Depreciation and amortization 53 57 96 112
Corporate Administration and Other [Member] | Operating Segments [Member]        
Segment Reporting Information [Line Items]        
Income before taxes $ (1,266) $ (1,322) $ (2,603) $ (2,674)

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