RAVE RESTAURANT GROUP, INC. 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operations The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes appearing elsewhere in this Annual Report on Form 10-K and may contain certain forward-looking statements. See “Forward-Looking Statements.” Overview The Company franchises pizza buffet (“Buffet Units”), delivery/carry-out (“Delco Units”) and express (“Express Units”) restaurants under the trademark “Pizza Inn” and operates and franchises fast casual pizza restaurants (“Pie Five Units”) under the trademarks “Pie Five Pizza Company” or “Pie Five”. The Company also licenses Pizza Inn Express kiosks (“PIE Units”) under the trademark “Pizza Inn”. We facilitate food, equipment and supply distribution to our domestic and international system of restaurants through agreements with third party distributors. At June 28, 2020, Company-owned and franchised restaurants consisted of the following (in thousands, except unit data): Fiscal Year Ended June 28, 2020 (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 151 $ 75,973 42 $ 24,779 193 $ 100,752 Company-Owned – – – 240 – 240 Total Domestic Units 151 $ 75,973 42 $ 25,019 193 $ 100,992 International Franchised 38 – 38 The domestic units were located in 20 states predominately situated in the southern half of the United States. The international restaurants were located in six foreign countries. The following table summarizes domestic comparable store retail sales for the Company. Week 53 from fiscal year 2019 was added to fiscal year 2020 so that the number of weeks is comparable. 53 Weeks Ended June 28 , 2020 June 30 , 2019 (in thousands) Pizza Inn Domestic Comparable Store Retail Sales $ 74,767 $ 81,986 Pie Five Domestic Comparable Store Retail Sales 22,694 26,905 Total Rave Comparable Store Retail Sales $ 97,461 $ 108,891 Basic and diluted net income per common share decreased $0.23 to a net loss of $0.28 per share for fiscal 2020 compared to a net loss of $0.05 per share in the prior fiscal year. Net income decreased $3.4 million to a net loss of $4.2 million for fiscal 2020 compared to a net loss of $0.8 million for the prior fiscal year on revenues of $10.0 million for fiscal 2020 as compared to $12.3 million in fiscal 2019. 10 Index Adjusted EBITDA for the fiscal year ended June 28, 2020, improved to $0.6 million compared to $0.4 million for the comparable 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): Fiscal Year Ended June 28 , 2020 June 30 , 2019 Net loss $ (4,233 ) $ (750 ) Interest expense 95 104 Income taxes 4,078 (51 ) Depreciation and amortization 186 466 EBITDA $ 126 $ (231 ) Stock compensation expense (104 ) 36 Severance 157 — Loss (gain) on sale/disposal of assets (24 ) (551 ) Impairment of long-lived assets and other lease charges 880 1,664 Franchisee default and closed store revenue (606 ) (777 ) Closed and non-operating store costs 137 238 Adjusted EBITDA $ 566 $ 379 Results of operations for the fiscal years 2020 and 2019 included 52 weeks and 53 weeks, respectively. COVID-19 Pandemic On March 11, 2020, the World Health Organization declared the outbreak of novel coronavirus (COVID-19) as a pandemic, and the disease has spread rapidly throughout the United States and the world. Federal, state and local responses to the COVID-19 pandemic, as well as our internal efforts to protect customers, franchisees and employees, have severely disrupted our business operations. Most of the domestic Pizza Inn buffet restaurants and Pie Five restaurants are in areas that were for varying periods subject to “shelter-in-place” and social distancing restrictions prohibiting in-store sales and, therefore, were limited to carry-out and/or delivery orders. In some areas, these restrictions limited non-essential movement outside the home, which discouraged or even precluded carry-out orders. In most cases, in-store dining has now resumed subject to seating capacity limitations, social distancing protocols, and enhanced cleaning and disinfecting practices. Further, the COVID-19 pandemic has precipitated significant job losses and a national economic downturn that typically impacts the demand for restaurant food service. Although most of our domestic restaurants have continued to operate under these conditions, we have experienced temporary closures from time to time during the pandemic. The closure of one Company-owned Pie Five restaurant in January 2020 was unrelated to the COVID-19 outbreak but the quick closure of a Pie Five Unit recently acquired from a franchisee was accelerated by the pandemic. The COVID-19 pandemic has resulted in dramatically reduced aggregate in-store retail sales at Buffet Units and Pie Five Units, modestly offset by increased aggregate carry-out and delivery sales. The decreased aggregate retail sales have correspondingly decreased supplier rebates and franchise royalties payable to the Company. During the fourth quarter of fiscal 2020, we participated in a government-sponsored loan program. (See, “Liquidity and Capital Resources--PPP Loan,” below.) We also furloughed certain employees, reduced base salary by 20% for all remaining employees and reduced expenses. While the Company will remain focused on controlling expenses, future results of operations are likely to be materially adversely impacted. We expect that Buffet Units and Pie Five Units will continue to be subject to capacity restrictions for some time as social distancing protocols remain in place. Additionally, an outbreak or perceived outbreak of COVID-19 connected to restaurant dining could cause negative publicity directed at any of our brands and cause customers to avoid our restaurants. We cannot predict how long the pandemic will last or whether it will reoccur, what additional restrictions may be enacted, to what extent off-premises dining will continue, or if individuals will be comfortable returning to our Buffet Units and Pie Five Units following social distancing protocols. Any of these changes could materially adversely affect the Company’s future financial performance. However, the ultimate impact of COVID-19 on our future results of operations and liquidity cannot presently be predicted. Pizza Inn Brand Summary The following tables summarize certain key indicators for the Pizza Inn franchised and licensed domestic restaurants that management believes are useful in evaluating performance. Week 53 from fiscal year 2019 was added to fiscal year 2020 so that the number of weeks is comparable. 11 Index 53 Weeks Ended June 28 , 2020 June 30 , 2019 Pizza Inn Retail Sales - Total Domestic Units (in thousands, except unit data) Domestic Units Buffet Units - Franchised $ 71,267 $ 82,950 Delco/Express Units - Franchised 6,200 6,981 PIE Units - Licensed 289 204 Total Domestic Retail Sales $ 77,756 $ 90,135 Pizza Inn Comparable Store Retail Sales - Total Domestic $ 74,767 $ 81,986 Pizza Inn Average Units Open in Period Domestic Units Buffet Units - Franchised 85 88 Delco/Express Units - Franchised 57 60 PIE Units - Licensed 10 7 Total Domestic Units 153 154 Pizza Inn total domestic retail sales decreased by $12.4 million, or 13.7% compared to the prior year. The decrease in domestic retail sales was primarily due to the effects of COVID-19. Pizza Inn domestic comparable store retail sales decreased by $7.2 million, or 8.8%. The following chart summarizes Pizza Inn restaurant activity for the fiscal year ended June 28, 2020: Fiscal Year Ended June 28 , 2020 Beginning Units Opened Closed Ending Units Domestic Units: Buffet Units - Franchised 87 2 6 83 Delco/Express Units - Franchised 59 2 6 55 PIE Units - Licensed 9 4 – 13 Total Domestic Units 155 8 12 151 International Units (all types) 48 5 15 38 Total Units 203 13 27 189 The net decrease of four domestic units was primarily due to modest declines in Buffet and Delco units partially offset by new PIE units. The net decrease of ten international Pizza Inn units was primarily due to closure of underperforming units in the Middle East partially offset by new units in the region. We believe that this represents a stabilizing of international unit count. Pie Five Brand Summary The following tables summarize certain key indicators for the Pie Five franchised and Company-owned restaurants that management believes are useful in evaluating performance. Week 53 from fiscal year 2019 was added to fiscal year 2020 so that the number of weeks is comparable. 53 Weeks Ended June 28 , 2020 June 30 , 2019 (in thousands, except unit data) Pie Five Retail Sales - Total Units Domestic Units - Franchised $ 25,771 $ 40,681 Domestic Units - Company-owned 240 887 Total Domestic Retail Sales $ 26,011 $ 41,568 Pie Five Comparable Store Retail Sales - Total $ 22,694 $ 26,905 Pie Five Average Units Open in Period Domestic Units - Franchised 53 65 Domestic Units - Company-owned 1 2 Total Domestic Units 54 67 Pie Five total retail sales decreased $15.6 million, or 37.4%, compared to the prior year. Average units open in the period decreased to 54 from 67 the prior year. Comparable store retail sales decreased by $4.2 million, or 15.7% during fiscal 2020 compared to the prior year. 12 Index The following chart summarizes Pie Five restaurant activity for the fiscal year ended June 28, 2020: Fiscal Year Ended June 28 , 2020 Beginning Units Opened Closed Ending Units Domestic - Franchised 57 3 18 42 Domestic - Company-owned 1 1 2 – Total Domestic Units 58 4 20 42 The net decrease of 16 Pie Five units during fiscal 2020 was primarily the result of the closure of poor-performing units, which we believe provides us a stronger foundation for future brand growth. We believe that this trend of net store closures will moderate and then reverse in future periods. Pie Five - Company-Owned Restaurants Fiscal Year Ended (in thousands, except store weeks and average data) June 28 , June 30 , 2020 2019 Store weeks (excluding partial weeks) 30 79 Average weekly sales 8,108 11,253 Average number of units 1 2 Restaurant sales (excluding partial weeks) 240 887 Restaurant sales 240 887 Loss from continuing operations before taxes (1,006 ) (2,001 ) Allocated marketing and advertising expenses 12 44 Depreciation/amortization expense – 123 Impairment, other lease charges and non-operating store costs 810 1,135 Restaurant operating cash flow (184 ) (699 ) Total retail sales of Company-owned Pie Five restaurants decreased $0.6 million, or 72.9%, to $0.2 million for fiscal 2020 compared to $0.9 million for fiscal 2019 primarily as a result of decreased store count. Average weekly sales for Company-owned Pie Five restaurants also decreased $3,145, or 27.9%, to $8,108 for the fiscal year ended June 28, 2020 compared to $11,253 for the prior year. The decrease in average weekly sales was primarily attributable to a similar decline in comparable store retail sales. Loss from continuing operations before taxes for Company-owned Pie Five stores decreased $1.0 million for the fiscal year ended June 28, 2020 compared to the same period of the prior year primarily due to the closure of Company-owned restaurants. Similarly, operating cash flow from Company-owned Pie Five restaurants improved by $0.5 million to $0.2 million cash used in fiscal 2020 compared to $0.7 million cash used in fiscal 2019. Non-GAAP Financial Measures and Other Terms The Company’s financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”). However, the Company also presents and discusses certain non-GAAP financial measures that it believes are useful to investors as measures of operating performance. Management may also use such non-GAAP financial measures in evaluating the effectiveness of business strategies and for planning and budgeting purposes. However, these non-GAAP financial measures should not be viewed as an alternative or substitute for the results reflected in the Company’s GAAP financial statements. We consider EBITDA and Adjusted EBITDA to be important supplemental measures of operating performance that are commonly used by securities analysts, investors and other parties interested in our industry. We believe that EBITDA is helpful to investors in evaluating our results of operations without the impact of expenses affected by financing methods, accounting methods and the tax environment. We believe that Adjusted EBITDA provides additional useful information to investors by excluding non-operational or non-recurring expenses to provide a measure of operating performance that is more comparable from period to period. We believe that restaurant operating cash flow is a useful metric to investors in evaluating the ongoing operating performance of Company-owned restaurants and comparing such store operating performance from period to period. Management also uses these non-GAAP financial measures for evaluating operating performance, assessing the effectiveness of business strategies, projecting future capital needs, budgeting and other planning purposes. 13 Index The following key performance indicators presented herein, some of which represent non-GAAP financial measures, have the meaning and are calculated as follows: • “EBITDA” represents earnings before interest, taxes, depreciation and amortization. • “Adjusted EBITDA” represents earnings before interest, taxes, depreciation and amortization, stock compensation expense, severance costs, gain/loss on sale of assets, costs related to impairment, closed and non-operating store costs, and franchisee default and closed store revenues. • “Retail sales” represents the restaurant sales reported by our franchisees and Company-owned restaurants, which may be segmented by brand or domestic/international locations. • “Comparable store retail sales” includes the retail sales for restaurants that have been open for at least 18 months as of the end of the reporting period. The sales results for a restaurant that was closed temporarily for remodeling or relocation within the same trade area are included in the calculation only for the days that the restaurant was open in both periods being compared. • “Store weeks” represent the total number of full weeks that specified restaurants were open during the period. • “Average units open” reflects the number of restaurants open during a reporting period weighted by the percentage of the weeks in a reporting period that each restaurant was open. • “Average weekly sales” for a specified period is calculated as total retail sales (excluding partial weeks) divided by store weeks in the period. • “Restaurant operating cash flow” represents the pre-tax income earned by Company-owned restaurants before (1) allocated marketing and advertising expenses, (2) depreciation and amortization, (3) impairment and other lease charges, and (4) non-operating store costs. • “Non-operating store costs” represent gain or loss on asset disposal, store closure expenses, lease termination expenses and expenses related to abandoned store sites. Fiscal years 2020 and 2019 included 52 weeks and 53 weeks, respectively. In order to reflect comparable 53 week periods, the last week of fiscal 2019 has been included in both periods in the presentation of retail sales, average units open and comparable store retail sales. Financial Results Pizza Inn Franchising Pie Five Franchising Company-Owned Stores Corporate Total Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 REVENUES: Franchise and license revenues $ 6,662 $ 7,192 $ 2,891 $ 4,191 $ – $ – $ – $ – $ 9,553 $ 11,383 Restaurant sales – – – – 240 889 – – 240 889 Rental Income — — — — — — 195 — 195 — Interest income and other – – 3 1 – (2 ) 37 48 40 47 Total revenues 6,662 7,192 2,894 4,192 240 887 232 48 10,028 12,319 COSTS AND EXPENSES: Cost of sales – – – – 439 1,120 – – 439 1,120 General and administrative expenses – – – – 90 196 5,413 5,078 5,503 5,274 Franchise expenses 1,297 1,680 1,754 2,098 – – – – 3,051 3,778 Gain on sale of assets – – – – – – (24 ) (551 ) (24 ) (551 ) Impairment of long-lived assets and other lease charges – – – – 717 1,449 163 215 880 1,664 Bad debt – – – – – – 53 1,265 53 1,265 Interest expense – – – – – – 95 104 95 104 Amortization and depreciation expense – – – – – 123 186 343 186 466 Total costs and expenses 1,297 1,680 1,754 2,098 1,246 2,888 5,886 6,454 10,183 13,120 INCOME/(LOSS) BEFORE TAXES $ 5,365 $ 5,512 $ 1,140 $ 2,094 $ (1,006 ) $ (2,001 ) $ (5,654 ) $ (6,406 ) $ (155 ) $ (801 ) 14 Index Revenues: Revenues are derived from (1) franchise royalties, franchise fees and supplier incentives, (2) sales by Company-owned restaurants, (3) sublease rental income, and (4) interest and other income. The volume of supplier incentive revenues is dependent on the level of chain-wide retail sales, which are impacted by changes in comparable store sales and restaurant count, and the products sold to franchisees through third-party food distributors. Total revenues for fiscal 2020 and fiscal 2019 were $10.0 million and $12.3 million, respectively. Pizza Inn Franchise and License Revenues Pizza Inn franchise revenues decreased by $0.5 million to $6.7 million in fiscal 2020 compared to $7.2 million in fiscal 2019. The 7.4% decrease was primarily due to the effects of COVID-19. Pie Five Franchise and License Revenues Pie Five franchise revenues decreased by $1.3 million to $2.9 million for fiscal 2020 compared to $4.2 million for fiscal 2019. The 31.0% decrease was primarily due to reduced restaurant count and the effects of COVID-19. Restaurant Sales Restaurant sales, which consist of revenue generated by Company-owned restaurants, decreased 72.9%, or $0.6 million, to $0.2 million for fiscal 2020 compared to $0.9 million for fiscal 2019. The decrease in restaurant sales was primarily a result of the closure of all remaining Company-owned stores during fiscal 2020. Costs and Expenses: Cost of Sales Cost of sales primarily includes food and supply costs and labor directly related to Company-owned restaurant sales. These costs decreased 60.8%, or $0.7 million, to $0.4 million for fiscal 2020 compared to $1.1 million in fiscal 2019. The decrease was primarily the result of the closure of all remaining Company-owned stores during fiscal 2020. General and Administrative Expenses Total general and administrative expenses increased $0.2 million to $5.5 million for fiscal 2020 compared to $5.3 million for the prior fiscal year. General and administrative expenses for Company-owned restaurants decreased $0.1 million to $0.1 million for fiscal 2020 compared to $0.2 million for the prior fiscal year primarily as a result of lower store count. General and administrative expenses for corporate increased $0.3 million to $5.4 million for fiscal 2020 compared to $5.1 million for the prior year primarily as a result of an increase in marketing costs and professional fees. 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 decreased $0.7 million to $3.1 million in fiscal 2020 from $3.8 million in the prior fiscal year. Pizza Inn franchise expenses decreased $0.4 million to $1.3 million in fiscal 2020 compared to $1.7 million in the prior fiscal year primarily as a result of a reduction in force and lower travel expenses due to COVID-19. Pie Five franchise expenses decreased by $0.3 million to $1.8 million in fiscal 2020 compared to $2.1 million in the prior fiscal year primarily as a result of a reduction in force and lower travel expenses due to COVID-19. Gain on Sale of Assets The Company’s gain on sale of assets reflects the net difference between the sale price of assets and the net carrying value of the assets at the time of sale. Gain on sale of assets decreased to $24 thousand in fiscal 2020 compared to $551 thousand in the prior year due to the sale of two Company-owned stores in fiscal 2019. Impairment Expenses Impairment of long-lived assets and other lease charges were $0.9 million for fiscal 2020 compared to $1.7 million for fiscal 2019. Impairment of long-lived assets and other lease charges for Company-owned restaurants of $0.7 million in fiscal 2020 consisted primarily of impairments of leasehold improvements and equipment and lease charges for closed stores. 15 Index Bad Debt Expense The Company monitors franchisee receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to high risk accounts receivable. Bad debt expense decreased by $1.2 million to $0.1 million in fiscal 2020 compared to $1.3 million in fiscal 2019 related to uncollectible domestic and international accounts receivable. Interest Expense Interest expense decreased $9 thousand for fiscal 2019 to $95 thousand compared to $104 thousand in the prior year due to a decrease in outstanding principal balance of senior convertible notes as a result of conversions during the third quarter of fiscal 2019. Amortization and Depreciation Expense Amortization and depreciation expense decreased $0.3 million to $0.2 million in fiscal 2020 compared to $0.5 million in fiscal 2019 primarily as a result of lower depreciation attributable to fewer Company-owned restaurants. Provision for Income Tax 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. Future sources of taxable income are also considered in determining the amount of the recorded valuation allowance. During the quarter ending March 29, 2020, it was determined that the valuation allowance on deferred tax assets should be increased by $4.3 million resulting in a full valuation allowance. The Company has maintained the full valuation allowance for the year ended June 28, 2020. For the year ended, June 28, 2020, the Company recorded an income tax expense of $4.1 million including federal deferred tax expense of $4.1 million and current state tax expense of $25 thousand. As of June 28, 2020, the Company had net operating loss carryforwards totaling $23.6 million that are available to reduce future taxable income and will begin to expire in 2032. Under the Tax Cuts and Jobs Act, approximately $0.8 million of the loss carryforwards are limited to 80% and do not expire. On March 27, 2020, President Trump signed into law the CARES Act. The legislation enacts various measures to assist companies affected by the COVID-19 pandemic. Key income tax-related provisions of the bill include temporary modifications to net operating loss utilization and carryback limitations, allowance of refundable alternative minimum tax credits, reduced limitation of charitable contributions, reduced limitations of business interest expense, and technical corrections to depreciation of qualified improvement property. Liquidity and Capital Resources Sources and Uses of Funds Our primary sources of liquidity are cash flows from operating activities, loan proceeds, and proceeds from the sale of securities. Cash flows from operating activities generally reflect net income adjusted for certain non-cash items including depreciation and amortization, changes in deferred taxes, share based compensation, and changes in working capital. Cash used by operations was $0.4 million in fiscal 2020 compared to cash provided by operations of $0.7 million in fiscal year 2019. The decrease in operating cash flow was primarily attributable to payments on terminated leases. Cash flows from investing activities reflect net proceeds from sale of assets and capital expenditures for the purchase of Company assets. Cash provided by investing activities was $0.1 million in both fiscal 2020 and fiscal 2019. Cash flows from financing activities generally reflect changes in the Company’s borrowings and securities activity during the period. Net cash provided by financing activities was $1.0 million and $0.1 million for the fiscal years ended June 28, 2020 and June 30, 2019, respectively. Cash flows from financing activities for fiscal 2020 were primarily the result of proceeds from a government-sponsored loan program and sales of stock in an at-the-market offering. Cash flows from financing activities for fiscal 2019 were primarily the result of sales of stock in the at-the-market offering. 16 Index During the fourth quarter of 2020 we furloughed certain employees, reduced base salary by 20% for all remaining employees and otherwise reduced expenses. We expect reduced cash flow from operations during fiscal 2021 as a result of the COVID-19 pandemic. However, management believes the cash on hand combined with cash from operations, net proceeds from government sponsored loan programs and proceeds from sales of common stock will be sufficient to fund operations for the next 12 months. PPP Loan On April 13, 2020, the Company received the proceeds from a loan in the amount of $656,830 (the “PPP Loan”) from JPMorgan Chase Bank, N.A. (the “Lender”) pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The PPP Loan matures on April 10, 2022 and bears interest at a rate of 0.98% per annum. Commencing November 10, 2020, we are required to pay the Lender equal monthly payments of principal and interest as necessary to fully amortize by April 10, 2022 the principal amount outstanding on the PPP Loan as of October 10, 2020. We may prepay the PPP Loan at any time prior to maturity with no prepayment penalties. The PPP Loan is evidenced by a promissory note dated April 10, 2020, which contains various certifications and agreements related to the PPP, as well customary default and other provisions. The PPP Loan is unsecured by the Company and is guaranteed by the SBA. All or a portion of the PPP Loan may be forgiven by the SBA upon application by the Company accompanied by documentation of expenditures in accordance with SBA requirements under the PPP. In the event all or any portion of the PPP Loan is forgiven, the amount forgiven will be applied to outstanding principal. ATM Offering On December 5, 2017, the Company entered into an At Market Issuance Sales Agreement with B. Riley FBR, Inc. (“B. Riley FBR”) pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $5,000,000 from time to time through B. Riley FBR acting as agent (the “2017 ATM Offering”). The 2017 ATM Offering is being undertaken pursuant to Rule 415 and a shelf Registration Statement on Form S-3 which was declared effective by the SEC on November 6, 2017. Through June 28, 2020, the Company had sold an aggregate of 524,660 shares in the 2017 ATM Offering, realizing aggregate gross proceeds of $0.7 million. Convertible Notes On March 3, 2017, the Company completed a registered shareholder rights offering of its 4% Convertible Senior Notes due 2022 (“Notes”). Shareholders exercised subscription rights to purchase all 30,000 of the Notes at the par value of $100 per Note, resulting in gross offering proceeds to the Company of $3.0 million. The Notes bear interest at the rate of 4% per annum on the principal or par value of $100 per note, payable annually in arrears on February 15 of each year, commencing February 15, 2018. Interest is payable in cash or, at the Company’s discretion, in shares of Company common stock. The Notes mature on February 15, 2022, at which time all principal and unpaid interest will be payable in cash or, at the Company’s discretion, in shares of Company common stock. The Notes are secured by a pledge of all outstanding equity securities of our two primary direct operating subsidiaries. Noteholders may convert their Notes to common stock as of the 15 th day of any calendar month, unless the Company sooner elects to redeem the Notes. The conversion price is $2.00 per share of common stock. Accrued interest will be paid through the effective date of the conversion in cash or, at the Company’s sole discretion, in shares of Company common stock. The Company determined that the Notes contained a beneficial conversion feature of $0.1 million since the market price of the Company’s common stock was higher than the effective conversion price of the Notes when issued. The beneficial conversion feature and the issuance costs of the notes aggregated $0.2 million and were considered a debt discount and are accreted into interest expense using the effective interest method over the debt maturity period. During fiscal 2020, $64 thousand in par value of the Notes were converted to common shares. As of June 28, 2020, $1.6 million in par value of the Notes was outstanding, offset by $48 thousand of unamortized debt issue costs and unamortized debt discounts. Liquidity We expect to fund continuing operations and planned capital expenditures for the next fiscal year primarily from cash on hand, operating cash flow, loan proceeds, and sales of securities. Based on budgeted and year-to-date cash flow information, we believe that we have sufficient liquidity to satisfy our cash requirements for the 2021 fiscal year. 17 Index Critical Accounting Policies and Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. The Company bases its estimates on historical experience and various other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed periodically. Actual results could differ materially from estimates. The Company believes the following critical accounting policies require estimates about the effect of matters that are inherently uncertain, are susceptible to change, and therefore require subjective judgments. Changes in the estimates and judgments could significantly impact the Company’s results of operations and financial condition in future periods. Accounts receivable consist primarily of receivables generated from franchise royalties and supplier concessions. The Company records a provision for doubtful receivables to allow for any amounts which may be unrecoverable based upon an analysis of the Company’s prior collection experience, customer creditworthiness and current economic trends. Actual realization of accounts receivable could differ materially from the Company’s estimates. The Company reviews long-lived assets for impairment when events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is evaluated based on the sum of undiscounted estimated future cash flows expected to result from use and eventual disposition of the assets compared to their carrying value. If impairment is indicated, the carrying value of an impaired asset is reduced to its fair value, based on discounted estimated future cash flows. During fiscal year 2020, the Company tested its long-lived assets for impairment and recognized pre-tax, non-cash impairment charges of $0.2 million primarily related to assets held for sale. The Company also had lease charges related to closed units of $0.7 million. Franchise revenue consists of income from license fees, royalties, area development and foreign master license agreements, advertising fund revenues, supplier incentive and convention contribution revenues. Franchise fees, area development and foreign master license agreement fees are amortized into revenue on a straight-line basis over the term of the related contract agreement. Royalties and advertising fund revenues, which are based on a percentage of franchise retail sales, are recognized as income as retail sales occur. Supplier incentive revenues are recognized as earned, typically as the underlying commodities are shipped. The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. The Company assesses whether a valuation allowance should be established against its deferred tax assets based on consideration of all available evidence, using a “more likely than not” standard. In assessing the need for a valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets. In making such assessment, more weight is given to evidence that can be objectively verified, including recent losses. Future sources of taxable income are also considered in determining the amount of the recorded valuation allowance. The Company accounts for uncertain tax positions in accordance with ASC 740-10, which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. ASC 740-10 requires that a company recognize in its financial statements the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of June 28, 2020 and June 30, 2019, 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. Adoption of ASC 842, “Leases” In February 2016, FASB issued Accounting Standards Codification 842, Leases (“ASC 842”) which requires an entity to recognize a right of use asset and lease liability for all leases. Classification of leases as either a finance or operating lease determines the recognition, measurement and presentation of expenses. The new standard became effective for the Company in the first quarter of fiscal 2020 and was adopted using a modified retrospective approach with the date of initial application on July 1, 2019. Consequently, upon transition, the Company recognized an operating lease right of use asset and an operating lease liability. The Company applied the following practical expedients as provided in the standards update which provide elections to: 18 Index • not apply the recognition requirements to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option); • not reassess whether a contract contains a lease, lease classification and initial direct costs; and • not reassess certain land easements in existence prior to July 1, 2019. Through the implementation process, the Company evaluated each of its lease arrangements and enhanced its systems to track and calculate additional information required upon adoption of this standards update. The adoption had an impact to the Condensed Consolidated Balance Sheet as of July 1, 2019 relating to the recognition of operating lease right of use assets and operating lease liabilities which represented approximately a 30% change to total assets and a 64% change to total liabilities. The impact of adoption of this new standards update was as follows (in thousands): Adoption July 1, 2019 Reclassification (1) Total Adjustment Balance Sheet: Operating lease right of use assets $ 3,428 $ 434 $ 3,862 Operating lease liabilities, current 528 528 Operating lease liabilities, net current portion 3,347 3,347 (1) As of June 30, 2019, the Company had $132 thousand recorded within deferred rent for lease incentives incurred at the inception of the affected leases and $302 thousand in deferred rent tenant improvements. Upon adoption of the new standards update, these lease incentives were included within the lease liability. 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 but are disclosed below. Short-term lease costs exclude expenses related to leases with a lease term of one month or less. Operating lease right of use assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. In addition to the present value of lease payments, the operating lease right of use asset also includes any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Nature of Leases The Company leases certain office space, restaurant space, and information technology equipment under non-cancelable leases to support its operations. A more detailed description of significant lease types is included below. Office Agreements The Company rents office space from third parties for its corporate location. Office agreements are typically structured with non-cancelable terms of one to 10 years. The Company has concluded that its office agreements represent operating leases with a lease term that equals the primary non-cancelable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. As a result, enforceable rights and obligations do not exist under the rental agreements subsequent to the primary term. Restaurant Space Agreements The Company rents restaurant space from third parties for its Company-owned restaurants. Restaurant space agreements are typically structured with non-cancelable terms of one to 10 years. The Company has concluded that its restaurant agreements represent operating leases with a lease term that equals the primary non-cancelable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. As a result, enforceable rights and obligations do not exist under the rental agreements subsequent to the primary term. The Company also subleases some of its restaurant space to third parties. The Company’s two subleases have terms that end in 2023 and 2025. The sublease agreements are noncancelable through the end of the term and both parties have substantive rights to terminate the lease when the term is complete. Sublease agreements are not capitalized and are recorded as rental income in the period that rent is received. 19 Index As of June 28, 2020, the Company had no Company-owned restaurants. Information Technology Equipment The Company rents information technology equipment, primarily printers and copiers, from a third party for its corporate office location. Information technology equipment agreements are typically structured with non-cancelable terms of one to five years. The Company has concluded that its information technology equipment commitments are operating leases. Discount Rate Leases typically do not provide an implicit rate. Accordingly, the Company is required to use incremental borrowing rate in determining the present value of lease payments based on the information available at commencement date. The Company’s incremental borrowing rate reflects the estimated rate of interest that it would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company uses the implicit rate in the limited circumstances in which that rate is readily determinable. Lease Guarantees The Company has guaranteed the financial responsibilities of certain franchised store leases. These guaranteed leases are not considered operating leases because the Company does not have the right to control the underlying asset. If the franchisee abandons the lease and fails to meet the lease’s financial obligations, the lessor may assign the lease to the Company for the remainder of the term. If the Company does not expect to assign the abandoned lease to a new franchisee within 12 months, the lease will be considered an operating lease and a right-of-use asset and 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 statement of operations 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 statement of operations in the period in which the obligation for those payments is incurred. The components of total lease expense for the fiscal year ended June 28, 2020, the majority of which is included in general and administrative expense, are as follows (in thousands): Fiscal Year Ended June 28, 2020 Operating lease cost $ 670 Sublease income (195 ) Total lease expense, net of sublease income $ 475 Supplemental cash flow information related to operating leases is included in the table below (in thousands): Fiscal Year Ended June 28, 2020 Cash paid for amounts included in the measurement of lease liabilities $ 684 Supplemental balance sheet information related to operating leases is included in the table below (in thousands): Fiscal Year Ended June 28, 2020 Operating lease right of use assets, net $ 3,567 Operating lease liabilities, current 632 Operating lease liabilities, net of current portion 3,471 20 Index Weighted average remaining lease term and weighted average discount rate for operating leases are as follows: Fiscal Year Ended June 28, 2020 Weighted average remaining lease term 5.3 Years Weighted average discount rate 4.0 % Operating lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands): Operating Leases 2021 $ 785 2022 804 2023 813 2024 766 Thereafter 1,448 Total operating lease payments 4,616 ) Less: imputed interest $ (513 Total operating lease liability $ 4,103 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not required for a smaller reporting company. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See information set forth on Index to Consolidated Financial Statements and Supplementary Data appearing on page F-1 of this report on Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.