1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s
−Removed: disclosure controls and procedures as of the end of the period covered by this report.
−Removed: Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures, as of
−Removed: the end of the period covered by this report, were effective in assuring that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) accumulated and communicated to management,
−Removed: including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
+Added: The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the
+Added: effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report.
+Added: Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure
+Added: controls and procedures, as of the end of the period covered by this report, were effective in assuring that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) accumulated and
+Added: communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure, and (ii) recorded, processed, summarized and reported within the time periods
+Added: specified in the SEC’s rules and forms.
Management Report on Internal Control over Financial Reporting
−Removed: The Company’s management is responsible for establishing and maintaining adequate “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Securities
−Removed: Exchange Act of 1934).
−Removed: Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the Company has conducted an evaluation of the effectiveness of its internal control
−Removed: over financial reporting.
−Removed: The Company’s management based its evaluation on criteria set forth in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
−Removed: the Treadway Commission.
+Added: The Company’s management is responsible for establishing and maintaining adequate “internal control over financial reporting” (as defined in
+Added: Rule 13a-15(f) under the Securities Exchange Act of 1934).
+Added: Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the Company has conducted an evaluation of the
+Added: effectiveness of its internal control over financial reporting.
+Added: The Company’s management based its evaluation on criteria set forth in the framework in Internal Control-Integrated Framework issued by the
+Added: Committee of Sponsoring Organizations of the Treadway Commission.
Based upon that evaluation, management has concluded that our internal control over financial reporting was effective as of June 27, 2021.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
−Removed: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later
−Removed: than 120 days after the end of the fiscal year covered by this report.
+Added: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC
+Added: pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
EXECUTIVE COMPENSATION.
−Removed: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later
−Removed: than 120 days after the end of the fiscal year covered by this report.
+Added: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC
+Added: pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later
−Removed: than 120 days after the end of the fiscal year covered by this report.
+Added: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC
+Added: pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
−Removed: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later
−Removed: than 120 days after the end of the fiscal year covered by this report.
+Added: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC
+Added: pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
−Removed: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A not later
−Removed: than 120 days after the end of the fiscal year covered by this report.
+Added: The information required by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed with the SEC
+Added: pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
12 unchanged sentences
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).*
−Removed: 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
+Added: 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 10.1 to Form 10-Q for the fiscal quarter ended December 27, 2015 and
19 unchanged sentences
(filed as Exhibit 10.1 to Form 8-K filed April 16, 2020 and incorporated herein by
+Added: Letter agreement dated June 16, 2021, between Rave Restaurant Group, Inc.
+Added: and Clinton Fendley (filed as Exhibit 10.1 to Form 8-K filed June 17, 2021 and incorporated herein by reference).*
List of Subsidiaries.
Consent of Independent Registered Public Accounting Firm.
−Removed: Consent of Independent Registered Public Accounting Firm.
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
5 unchanged sentences
FORM 10-K SUMMARY.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
−Removed: undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
+Added: signed on its behalf by the undersigned, thereunto duly authorized.
Rave Restaurant Group, Inc.
4 unchanged sentences
/s/ Clinton D.
−Removed: Vice President of Finance
+Added: Chief Financial Officer
(principal financial officer)
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on
+Added: the dates indicated.
Name and Position
4 unchanged sentences
/s/ Clinton D.
−Removed: Vice President of Finance
−Removed: (principal financial and accounting officer)
+Added: Chief Financial Officer
+Added: (principal financial officer)
September 21, 2021
1 unchanged sentence
September 21, 2021
−Removed: September 28, 2020
/s/ Robert B.
6 unchanged sentences
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
−Removed: Reports of Independent Registered Public Accounting Firms
+Added: Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the fiscal years ended June 27, 2021 and June 28, 2020.
4 unchanged sentences
Notes to Consolidated Financial Statements.
−Removed: Report of Independent Regist ered Public Accounting Firm
−Removed: Board of Directors and Stockholders
+Added: Report of Independent Registered Public Accounting Firm
+Added: Board of Directors and Shareholders
Rave Restaurant Group, Inc.
2 unchanged sentences
We have audited the accompanying consolidated balance sheet of Rave Restaurant Group, Inc.
−Removed: (the “Company”) and subsidiaries as of June 28, 2020, the related consolidated statements of operations,
−Removed: changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all
−Removed: material respects, the financial position of the Company at June 28, 2020, and the results of their operations and their cash flows for the year then ended , in conformity with accounting principles generally
−Removed: accepted in the United States of America.
+Added: (the “Company”) and subsidiaries as of June 27, 2021 and June 28,
+Added: 2020, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 27, 2021 and June 28, 2020, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws
−Removed: and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: Our responsibility is to express an opinion on the Company’s
+Added: consolidated financial statements based on our audit.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in
+Added: accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
−Removed: financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are
−Removed: required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
−Removed: respond to those risks.
+Added: Those standards require that we plan and perform the audit to obtain reasonable
+Added: assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
+Added: As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
+Added: Accordingly, we express no such opinion.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,
+Added: and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant
−Removed: estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: Our audit also included evaluating the accounting
+Added: principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
−Removed: Emphasis of Matter
−Removed: As discussed in Note K to the financial statements, on March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended
−Removed: containment and mitigation measures worldwide.
−Removed: The ultimate financial impact and duration of these events cannot be reasonably estimated at this time.
−Removed: Our opinion was not modified with respect to this matter.
−Removed: Prior Period Financial Statements
−Removed: The financial statements of Rave Restaurant Group, Inc.
−Removed: as of June 30, 2019, were audited by other auditors whose report dated September 30, 2019, expressed an unmodified opinion on those
−Removed: /s/ Armanino LLP
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated
+Added: or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
+Added: communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical
+Added: audit matter or on the accounts or disclosures to which it relates.
+Added: Revenue Recognition — Refer to Note A to the Financial Statements
+Added: Critical Audit Matter Description
+Added: The Company has two primary sources of revenues:
+Added: restaurant sales and franchise revenues.
+Added: Franchise revenues consist of 1) franchise royalties, 2) supplier and
+Added: distributor incentive revenues, 3) franchise license fees, 4) area development exclusivity fees and foreign master license fees, 5) advertising funds, and 6) supplier convention funds.
+Added: Each of these sources of revenues have different contract types,
+Added: lengths, terms, and conditions.
+Added: As such, revenue recognition requires significant analysis and a high degree of auditor judgment.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our principal audit procedures related to the Company’s revenue recognition included the following:
+Added: We obtained the detail of all revenue transactions and performed the following procedures:
+Added: Identified the Company’s various revenue streams and any differences in the processes, methods, and policies applicable to each revenue stream.
+Added: Reviewed the entity’s revenue recognition policies and evaluated whether following those policies comply with the requirements of ASC 606.
+Added: Obtained a listing of franchise revenue related contracts, agreements, and invoices during the year, sampled the detail, and tested revenues by examining and documenting supporting contracts, invoices, and
+Added: other documentation to determine whether revenue was recognized at the proper amount.
+Added: Performed various cutoff procedures to ensure revenue was recognized in the proper period.
Dallas, Texas
1 unchanged sentence
September 21, 2021
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Board of Directors and Shareholders of
RAVE RESTAURANT GROUP, INC.
−Removed: The Colony, Texas
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Rave Restaurant Group, Inc.
−Removed: (the Company) as of June 30, 2019, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the fiscal year then
−Removed: ended, and the related notes (collectively referred to as the financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and
−Removed: the results of its operations and its cash flows for the fiscal year ended June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
−Removed: We are a public accounting firm registered with
−Removed: the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities
−Removed: and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
−Removed: misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of
−Removed: internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included
−Removed: examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
−Removed: overall presentation of the financial statements.
−Removed: We believe that our audit provide a reasonable basis for our opinion.
−Removed: /s/ Baker Tilly US, LLP
−Removed: March 13, 2020
−Removed: RAVE RESTAURANT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
7 unchanged sentences
Impairment of long-lived assets and other lease charges
+Added: Bad debt expense
Interest expense
1 unchanged sentence
Total costs and expenses
−Removed: LOSS BEFORE TAXES
−Removed: Income tax expense (benefit)
−Removed: LOSS PER SHARE OF COMMON STOCK - BASIC:
−Removed: LOSS PER SHARE OF COMMON STOCK - DILUTED:
+Added: OTHER INCOME:
+Added: Gain on forgiveness of PPP loan
+Added: Total other income
+Added: INCOME (LOSS) BEFORE TAXES
+Added: Income tax (benefit) expense
+Added: NET INCOME (LOSS)
+Added: INCOME (LOSS) PER SHARE OF COMMON STOCK - BASIC:
+Added: INCOME (LOSS) PER SHARE OF COMMON STOCK - DILUTED:
Weighted average common shares outstanding - basic
8 unchanged sentences
Accounts receivable, less allowance for bad debts of $47 and $269, respectively
−Removed: Notes receivable, less allowance for bad debt of $0 and $916, respectively
−Removed: Income tax receivable
−Removed: Property held for sale
−Removed: Deferred contract charges
+Added: Notes receivable, current
+Added: Deferred contract charges, current
Prepaid expenses and other
4 unchanged sentences
Intangible assets definite-lived, net
−Removed: Long-term notes receivable
−Removed: Deferred tax asset, net
−Removed: Long-term deferred contract charges
+Added: Notes receivable, net of current portion
+Added: Deferred contract charges, net of current portion
Deposits and other
4 unchanged sentences
Accrued expenses
−Removed: Deferred rent
+Added: Other current liabilities
Operating lease liability, current
−Removed: Deferred revenues
+Added: Short term loan, current
+Added: Convertible notes short term, net of unamortized debt issuance costs and discounts
+Added: Deferred revenues, current
Total current liabilities
LONG-TERM LIABILITIES
−Removed: Convertible notes
−Removed: Deferred rent, net of current portion
+Added: Convertible notes, net of current portion
Operating lease liability, net of current portion
2 unchanged sentences
Total liabilities
−Removed: COMMITMENTS AND CONTINGENCIES (SEE NOTE J)
+Added: COMMITMENTS AND CONTINGENCIES (SEE NOTE K)
SHAREHOLDERS’ EQUITY
16 unchanged sentences
Balance, June 30, 2019
−Removed: ASC 606 cumulative adjustment
Stock compensation expense
5 unchanged sentences
Balance, June 28, 2020
−Removed: Conversion of senior notes, net
Stock compensation expense
2 unchanged sentences
Balance, June 27, 2021
+Added: See accompanying Notes to Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
3 unchanged sentences
CASH FLOWS FROM OPERATING ACTIVITIES:
−Removed: Adjustments to reconcile net loss to cash provided by (used in) operating activities:
+Added: Net income (loss)
+Added: Adjustments to reconcile net income (loss) to cash used in operating activities:
Impairment of long-lived assets and other lease charges
1 unchanged sentence
Depreciation and amortization
−Removed: Amortization of operating lease asset
+Added: Amortization of operating right of use assets
Amortization of intangible assets definite-lived
Amortization of debt issue costs
−Removed: Gain on sale of assets
−Removed: Provision for bad debt (accounts receivable)
−Removed: Provision for bad debt (notes receivable)
−Removed: Deferred income tax asset (net)
+Added: Gain on the sale of assets
+Added: Provision for bad debt
+Added: Bad debt on notes receivable
+Added: Gain on forgiveness of PPP loan
+Added: Deferred income tax
Changes in operating assets and liabilities:
Accounts receivable
−Removed: Operating notes receivable
−Removed: Prepaid expenses, deposits and other, net
−Removed: Restricted Cash
−Removed: Deferred revenue
+Added: Notes receivable
+Added: Deferred contract charges
+Added: Prepaid expenses and other
+Added: Deposits and other
Accounts payable - trade
Accounts payable - lease termination impairments
+Added: Accrued expenses
+Added: Other current liabilities
Operating lease liability
−Removed: Accrued expenses, deferred rent and other
−Removed: Cash (used in) provided by operating activities
+Added: Deferred revenue
+Added: Other long-term liabilities
+Added: Cash provided by/(used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
−Removed: Notes receivable from fixed asset sales
+Added: Payments received on notes receivable
Proceeds from sale of assets
−Removed: Capital expenditures
−Removed: Cash (used in) provided by investing activities
+Added: Purchase of intangible assets definite-lived
+Added: Purchase of property, plant and equipment
+Added: Cash provided by/(used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock
−Removed: Equity issuance costs
+Added: Equity issuance costs - ATM offering
Proceeds from PPP loan
+Added: Short term loan, current
Cash provided by financing activities
−Removed: Net increase in cash and cash equivalents
+Added: Net increase/(decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
+Added: Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets
+Added: Cash and cash equivalents
+Added: Restricted cash
+Added: Total cash, cash equivalents and restricted cash
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
2 unchanged sentences
Conversion of notes to common shares
−Removed: Notes receivable from sales of fixed assets
Operating lease right of use assets at adoption
Operating lease liability at adoption
+Added: Gain on forgiveness of PPP loan
See accompanying Notes to Consolidated Financial Statements.
4 unchanged sentences
Rave Restaurant Group, Inc.
−Removed: and its subsidiaries (collectively referred to as the “Company”, or in the first person notations of “we”,
−Removed: “us” and “our”) franchise pizza buffet, delivery/carry-out and express restaurants domestically and internationally under the trademark “Pizza Inn” and operate and franchise domestic fast casual restaurants under the trademarks “Pie Five Pizza
−Removed: Company” or “Pie Five”.
+Added: and its subsidiaries (collectively referred to as the “Company”, or in the first person notations of “we”, “us”
+Added: and “our”) franchise pizza buffet, delivery/carry-out and express restaurants domestically and internationally under the trademark “Pizza Inn” and franchise domestic fast casual restaurants under the trademarks “Pie Five Pizza Company” or “Pie
The Company also licenses pizza kiosks under the “Pizza Inn” trademark.
−Removed: We facilitate the procurement and distribution of food, equipment and supplies to our domestic and international system of restaurants through
−Removed: agreements with third party distributors.
−Removed: As of June 28, 2020, we had 42 franchised Pie Five Units, 176 franchised Pizza Inn restaurants, and 13 licensed Pizza Inn Express, or
−Removed: PIE, kiosks (“PIE Units”).
+Added: We facilitate the procurement and distribution of food, equipment and supplies to our domestic and international system of restaurants through agreements with third party
+Added: distributors.
+Added: As of June 27, 2021, we had 33 franchised Pie Five Units, 156 franchised Pizza Inn restaurants, and 11 licensed Pizza Inn Express, or PIE,
+Added: kiosks (“PIE Units”).
The 124 domestic franchised Pizza Inn restaurants were comprised of 70 pizza buffet restaurants (“Buffet Units”), 10 delivery/carry-out restaurants (“Delco Units”), and 44 express restaurants (“Express Units”).
−Removed: June 28, 2020, there were 38 international franchised Pizza Inn restaurants.
−Removed: Domestic Pizza Inn restaurants and kiosks were located predominantly in the southern half of the United States, with Texas, Arkansas, North Carolina and Mississippi
−Removed: accounting for approximately 23%, 19%, 17% and 9%, respectively, of the total number of domestic units.
+Added: As of June 27,
+Added: 2021, there were 32 international franchised Pizza Inn restaurants.
+Added: Domestic Pizza Inn restaurants and kiosks were located predominantly in the southern half of the United States, with Texas, Arkansas, North Carolina and Mississippi accounting for
+Added: approximately 25%, 21%, 16% and 8%, respectively, of the total number of domestic units.
Principles of Consolidation:
The consolidated financial statements include the accounts of Rave Restaurant Group, Inc.
−Removed: and its subsidiaries, all of which are wholly owned.
−Removed: All appropriate inter-company
−Removed: balances and transactions have been eliminated.
+Added: and its subsidiaries, all of which are wholly
+Added: 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.
−Removed: Restricted cash of $0.2 million at June
−Removed: 28, 2020 and June 30, 2019 is omitted from cash and cash equivalents and is included in other long term assets.
−Removed: The restricted cash is held in an interest-bearing money market account and is restricted pursuant to a letter of credit for an
−Removed: insurance claim dating back to the mid-1980’s.
+Added: Restricted cash of $0.2 million as of June 28, 2020 consisted of an interest-bearing money market account restricted pursuant to a letter of credit for an insurance claim dating back to the mid-1980’s.
+Added: The $0.2 million in restricted cash was released
+Added: during the third quarter of fiscal 2021.
Concentration of Credit Risk:
−Removed: Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents.
−Removed: At June 28, 2020 and June 30,
−Removed: 2019, and at various times during the fiscal years then ended, cash and cash equivalents were in excess of Federal Depository Insurance Corporation insured limits.
−Removed: We do not believe we are exposed to any significant credit risk on cash and cash
−Removed: Notes receivable, which potentially subject the Company to concentrations of credit risk, consist primarily of promissory notes from franchise agreements and structured
−Removed: Company-financed sales of assets.
−Removed: At June 28, 2020 and June 30, 2019, and at various times during the fiscal years then ended, the Company had concentrations of credit risk with four franchisees on notes receivables with both short and long term
−Removed: As of June 28, 2020, the Company had one short term note receivable with one franchisee and the Company had five notes receivable with three franchisees totaling $1.1 million.
−Removed: The financed asset sales were executed with a weighted
−Removed: average interest rate of 4.6%.
−Removed: Principal and interest payments are due monthly and a balloon payment is due after 24 months.
−Removed: Inventory consists primarily of food, paper products and supplies stored in and used by Company restaurants and is stated at lower of first-in, first-out (“FIFO”) or market.
+Added: Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash
+Added: Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250 thousand per institution.
+Added: At June 27, 2021 and June 28, 2020, the Company had cash balances in excess of FDIC insurance coverage of
+Added: approximately $8.0 million and $2.7 million, respectively.
+Added: We do not believe we are exposed to any significant credit risk on cash and cash equivalents.
+Added: Notes receivable, which potentially subject the Company to concentrations of credit risk, consist primarily of promissory
+Added: notes from franchise agreements and structured Company-financed sales of assets.
+Added: At June 27 , 2021 and June 28 , 2020 , and at various times during the fiscal years then ended, the Company had concentrations of credit risk with five franchisees on notes receivables with both short and long term maturities.
+Added: As of June 27, 2021, the Company had six short term notes receivable with four franchisees and the Company had one note
+Added: receivable with one franchisee totaling $1.0 million.
+Added: The financed asset sales were executed with a weighted average interest rate of 0.0%.
+Added: Principal payments are due monthly and mature from November 1, 2021 to December 1, 2023.
+Added: Inventory consists primarily of food, paper products and supplies stored in and used by Company restaurants and is stated at lower of
+Added: first-in, first-out (“FIFO”) or market.
Closed Restaurants and Discontinued Operations:
In April, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2014-08, Presentation of
−Removed: Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):
−Removed: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which modifies the definition of discontinued operations to
−Removed: include only disposals of an entity that represent strategic shifts that have or will have a major effect on an entity’s operation and requires entities to disclose information about disposals of individually significant components that do not meet
−Removed: the definition of discontinued operations.
+Added: 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):
+Added: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which modifies the
+Added: definition of discontinued operations to include only disposals of an entity that represent strategic shifts that have or will have a major effect on an entity’s operation and requires entities to disclose information about disposals of individually
+Added: significant components that do not meet the definition of discontinued operations.
The standard was effective prospectively for annual and interim periods beginning after December 15, 2014, with early adoption permitted.
−Removed: The authoritative guidance on “ Accounting for the Impairment or Disposal of Long-Lived Assets,” requires that discontinued operations
−Removed: that meet certain criteria be reflected in the statement of operations after results of continuing operations as a net amount.
−Removed: This guidance also requires that the operations of closed restaurants, including any impairment charges, be reclassified
−Removed: to discontinued operations for all periods presented.
−Removed: The authoritative guidance on “ Accounting for Costs Associated with Exit or Disposal Activities,” requires that a liability for a cost
−Removed: associated with an exit or disposal activity be recognized when the liability is incurred.
+Added: The authoritative guidance on “ Accounting for the Impairment or Disposal of Long-Lived Assets,”
+Added: requires that discontinued operations that meet certain criteria be reflected in the statement of operations after results of continuing operations as a net amount.
+Added: This guidance also requires that the operations of closed restaurants, including any
+Added: impairment charges, be reclassified to discontinued operations for all periods presented.
+Added: The authoritative guidance on “ Accounting for Costs Associated with Exit or Disposal Activities,”
+Added: requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred.
This authoritative guidance also establishes that fair value is the objective for initial measurement of the liability.
1 unchanged sentence
Property, plant and equipment are stated at cost less accumulated depreciation and amortization.
−Removed: Repairs and maintenance are charged to operations as incurred while major
−Removed: renewals and betterments are capitalized.
−Removed: Upon the sale or disposition of a fixed asset, the asset and the related accumulated depreciation or amortization are removed from the accounts and the gain or loss is included in operations.
−Removed: capitalizes interest on borrowings during the active construction period of major capital projects.
−Removed: Capitalized interest is added to the cost of the underlying asset and amortized over the estimated useful life of the asset.
−Removed: Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the assets or, in the case of leasehold improvements, over the term of
−Removed: the lease including any reasonably assured renewal periods, if shorter.
+Added: Repairs and maintenance are charged to
+Added: operations as incurred while major renewals and betterments are capitalized.
+Added: Upon the sale or disposition of a fixed asset, the asset and the related accumulated depreciation or amortization are removed from the accounts and the gain or loss is
+Added: included in operations.
+Added: The Company capitalizes interest on borrowings during the active construction period of major capital projects.
+Added: Capitalized interest is added to the cost of the underlying asset and amortized over the estimated useful life
+Added: of the asset.
+Added: Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the assets or, in the case of
+Added: leasehold improvements, over the term of the lease including any reasonably assured renewal periods, if shorter.
The useful lives of the assets range from three to ten years.
Impairment of Long-Lived Asset and other Lease Charges:
−Removed: 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.
−Removed: Impairment is
−Removed: 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.
−Removed: If impairment is recognized, the carrying value of an impaired asset is
−Removed: reduced to its fair value, based on discounted estimated future cash flows.
−Removed: 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
−Removed: assets held for sale.
−Removed: The Company also had lease charges related to closed units of $0.7 million.
+Added: The Company reviews long-lived assets for impairment when events or circumstances indicate that the carrying value of such assets may not be
+Added: fully recoverable.
+Added: 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.
+Added: If impairment is recognized, the carrying
+Added: value of an impaired asset is reduced to its fair value, based on discounted estimated future cash flows.
+Added: During fiscal year 2021, the Company tested its long-lived assets for impairment and recognized $21 thousand in pre-tax, non-cash impairment
+Added: The Company had lease charges related to closed units of $0.7 million partially offset by $0.2 million in sublease income.
Accounts Receivable:
Accounts receivable consist primarily of receivables generated from franchise royalties.
−Removed: The Company records a provision for doubtful receivables to allow for any amounts that
−Removed: may be unrecoverable based upon an analysis of the Company’s prior collection experience, customer creditworthiness and current economic trends.
−Removed: After all attempts to collect a receivable have failed, the receivable is written off against the
+Added: The Company records a provision for doubtful
+Added: receivables 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.
+Added: After all attempts to collect a receivable have failed, the
+Added: 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.
2 unchanged sentences
Notes receivable primarily consist of promissory notes arising from franchisee agreements and structured Company-financed sales of assets.
−Removed: The majority of amounts and terms
−Removed: are evidenced by formal promissory notes and personal guarantees.
+Added: The majority of amounts and terms are evidenced by formal promissory notes and personal guarantees.
All notes allow for early payment without penalty.
−Removed: Fixed principle and interest payments are due monthly.
−Removed: Interest income is recognized monthly.
−Removed: Notes receivable mature at various
−Removed: dates through 2022 and bear interest at a weighted average rate of 4.6% at June 28, 2020.
+Added: Fixed principal payments are due monthly.
+Added: Notes receivable mature at various dates through 2023
+Added: and bear interest at a weighted average rate of 0.0% at June 27, 2021.
Management evaluates the creditworthiness of franchisees by considering credit history and sales to evaluate credit risk.
−Removed: Management determines interest rates based on credit
−Removed: risk of the underlining franchisee.
+Added: determines interest rates based on credit risk of the underlining franchisee.
The Company monitors payment history to determine whether or not a loan should be placed on a nonaccrual status or impaired.
−Removed: The Company charges off notes receivable based on an account-by-account analysis of
−Removed: the borrower’s current economic conditions, monthly payments history and historical loss experience.
+Added: The Company charges off notes receivable
+Added: based on an account-by-account analysis of the borrower’s current economic conditions, monthly payments history and historical loss experience.
The allowance for doubtful notes receivable is netted within notes receivable.
3 unchanged sentences
Income taxes are accounted for using the asset and liability method pursuant to the authoritative guidance on Accounting for Income Taxes .
−Removed: Deferred taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement and carrying amounts and the tax bases of existing
−Removed: assets and liabilities.
+Added: Deferred taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement and
+Added: carrying amounts and the tax bases of existing assets and liabilities.
The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the enactment date.
−Removed: The Company recognizes future tax benefits to the extent that realization of such benefits is
−Removed: more likely than not.
−Removed: 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
−Removed: tax planning strategies.
−Removed: 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.
−Removed: Future sources of taxable income are also
−Removed: considered in determining the amount of the recorded valuation allowance.
−Removed: 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
−Removed: valuation allowance.
−Removed: The Company has maintained the full valuation allowance for the year ended June 28, 2020.
−Removed: 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
−Removed: $20 thousand.
−Removed: 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.
−Removed: Under the Tax Cuts and Jobs Act, approximately $0.8
−Removed: million of the loss carryforwards are limited to 80% and do not expire.
−Removed: Under ASC 740, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the
−Removed: taxing authorities, based on the technical merits of the position.
−Removed: The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon
−Removed: ultimate resolution.
+Added: The Company recognizes future tax benefits to the
+Added: extent that realization of such benefits is more likely than not.
+Added: The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable
+Added: income, reversal of existing taxable temporary differences, and tax planning strategies.
+Added: In assessing the need for the valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred
+Added: Future sources of taxable income are also considered in determining the amount of the recorded valuation allowance.
+Added: The Company has continued to maintain a full valuation allowance for the year ended June 27, 2021.
+Added: At the end of tax year ended June 27, 2021, the Company had net operating loss carryforwards totaling $23.6 million that are available to
+Added: reduce future taxable income and will begin to expire in 2032.
+Added: Under the Tax Cuts and Jobs Act, approximately $1.78 million of the loss carryforwards are limited to 80% and do not expire.
+Added: As of June 27, 2021, tax years remained open to examination from June 24, 2012, by the federal and state tax authorities, for three or four years from the
+Added: tax year in which net operating losses or tax credits are utilized.
+Added: The Company was not subject to any open income tax examinations by any tax authority as of June 27, 2021.
+Added: There are no material uncertain tax positions.
+Added: Management’s position is that all relevant requirements are met and necessary returns have been filed, and
+Added: therefore the tax positions taken on the tax returns would be sustained upon examination.
+Added: Under ASC 740, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be
+Added: sustained on examination by the taxing authorities, based on the technical merits of the position.
+Added: The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50%
+Added: likelihood of being realized upon ultimate resolution.
From time to time, the Company may be assessed interest and penalties by taxing authorities.
−Removed: In those cases, the charges are recorded as income tax expense, as incurred, in the Consolidated Statements of Operations.
−Removed: were no such charges or accruals for the years ended June 28, 2020 and June 30, 2019.
−Removed: Adoption of ASC 842, “Leases”
−Removed: 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.
−Removed: Classification
−Removed: of leases as either a finance or operating lease determines the recognition, measurement and presentation of expenses.
−Removed: 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.
−Removed: Consequently, upon transition, the Company recognized an operating lease right of use asset and an operating lease liability.
−Removed: The Company applied the following practical expedients as provided in the standards update which provide elections to:
−Removed: 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);
−Removed: not reassess whether a contract contains a lease, lease classification and initial direct costs;
−Removed: not reassess certain land easements in existence prior to July 1, 2019.
−Removed: 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
−Removed: standards update.
−Removed: 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%
−Removed: change to total assets and a 64% change to total liabilities.
−Removed: The impact of adoption of this new standards update was as follows (in thousands):
−Removed: Reclassification (1)
−Removed: Balance Sheet:
−Removed: Operating lease right of use assets
−Removed: Operating lease liabilities, current
−Removed: Operating lease liabilities, net of current portion
−Removed: (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.
−Removed: adoption of the new standards update, these lease incentives were included within the operating lease liability.
−Removed: Certain balances have been reclassified.
−Removed: These reclassifications had no effect on net income or stockholders’ equity.
+Added: In those cases, the charges are recorded as income tax expense, as incurred, in the Consolidated
+Added: Statements of Operations.
Revenue Recognition:
−Removed: 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.
+Added: Revenue is measured based on consideration specified in contracts with customers and excludes incentives and amounts collected on behalf of
+Added: 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.
−Removed: Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific
−Removed: revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.
+Added: Taxes assessed by a governmental authority that are both imposed on and
+Added: 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:
1 unchanged sentence
Revenue from restaurant sales is recognized when food and beverage products are sold in Company-owned restaurants.
−Removed: The Company reports revenue net of sales taxes collected from
−Removed: customers and remitted to governmental taxing authorities.
+Added: The Company reports
+Added: revenue net of sales taxes collected from customers and remitted to governmental taxing authorities.
Franchise Revenues
−Removed: Franchise revenues consist of 1) franchise royalties, 2) supplier and distributor incentive revenues, 3) franchise license fees, 4) area development exclusivity fees and
−Removed: foreign master license fees, 5) advertising funds, and 6) supplier convention funds.
+Added: Franchise revenues consist of 1) franchise royalties, 2) supplier and distributor incentive revenues, 3) franchise license fees, 4) area
+Added: development exclusivity fees and foreign master license fees, 5) advertising funds, and 6) supplier convention funds.
Franchise royalties, which are based on a percentage of franchise restaurant sales, are recognized as sales occur.
Supplier and distributor incentive revenues are recognized when title to the underlying commodities transfer.
−Removed: Franchise license fees are typically billed upon execution of the franchise agreement and amortized over the term of the franchise agreement which can range from five to 20
+Added: Franchise license fees are typically billed upon execution of the franchise agreement and amortized over the term of the franchise agreement
+Added: which can range from five to 20 years.
Fees received for renewal periods are amortized over the life of the renewal period.
−Removed: Area development exclusivity fees and foreign master license fees are typically billed upon execution of the area development and foreign master license agreements.
−Removed: development exclusivity fees are included in deferred revenue in the Consolidated Balance Sheets and allocated on a pro rata basis to all stores opened under that specific development agreement.
−Removed: Area development exclusivity fees that include rights
−Removed: to sub-franchise are amortized as revenue over the term of the contract.
+Added: Area development exclusivity fees and foreign master license fees are typically billed upon execution of the area development and foreign
+Added: master license agreements.
+Added: Area development exclusivity fees are included in deferred revenue in the Accompanying Consolidated Balance Sheets and allocated on a pro rata basis to all stores opened under that specific development agreement.
+Added: development exclusivity fees that include rights to sub-franchise are amortized as revenue over the term of the contract.
Advertising fund contributions for Pie Five units represent contributions collected where we have control over the activities of the fund.
−Removed: Contributions are based on a
−Removed: percentage of net retail sales.
−Removed: 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 Consolidated Statements of Income.
−Removed: 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.
−Removed: Our obligation related to these funds is to develop and conduct
−Removed: advertising activities.
+Added: Contributions are based on a percentage of net retail sales.
+Added: 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 Consolidated
+Added: Statements of Income.
+Added: 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.
+Added: Our obligation related to these
+Added: funds is to develop and conduct advertising activities.
Pie Five marketing fund contributions are billed and collected weekly.
Supplier convention funds are deferred until the obligations of the agreement are met and the event takes place.
+Added: Rental income is income from our subleasing of some of our restaurant space to third parties.
Total revenues consist of the following (in thousands):
4 unchanged sentences
Franchise license fees
−Removed: Area development fees and foreign master license fees
−Removed: Advertising funds
+Added: Area development exclusivity fees and foreign master license fees
+Added: Advertising funds contributions
Supplier convention funds
Rental income
−Removed: Interest income and other
Stock-Based Compensation:
The Company accounts for stock options using the fair value recognition provisions of the authoritative guidance on share-based payments.
−Removed: The Company uses the Black-Scholes
−Removed: 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.
−Removed: The authoritative guidance also requires the benefits of
−Removed: tax deductions in excess of recognized compensation cost to be reported as a financing cash flow.
−Removed: Restricted stock units (“RSU’s”) represent the right to receive shares of common stock upon the satisfaction of vesting requirements, performance criteria and other terms and
−Removed: Compensation cost for RSU’s is measured as an amount equal to the fair value of the RSU’s 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
−Removed: expense recognized based on the best estimate of the ultimate achievement level.
+Added: 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.
+Added: The authoritative
+Added: guidance also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow.
+Added: Restricted stock units (“RSUs”) represent the right to receive shares of common stock upon the satisfaction of vesting requirements,
+Added: performance criteria and other terms and conditions.
+Added: 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
+Added: deemed probable, with the amount of the expense recognized based on the best estimate of the ultimate achievement level.
Fair Value of Financial Instruments:
1 unchanged sentence
Contingencies:
−Removed: Provisions for legal settlements are accrued when payment is considered probable and the amount of loss is reasonably estimable in accordance with the authoritative guidance on
−Removed: Accounting for Contingencies .
−Removed: If the best estimate of cost can only be identified within a range and no specific amount within that range can be determined more likely than any other amount within the
−Removed: range, and the loss is considered probable, the minimum of the range is accrued.
+Added: Provisions for legal settlements are accrued when payment is considered probable and the amount of loss is reasonably estimable in
+Added: accordance with the authoritative guidance on Accounting for Contingencies .
+Added: If the best estimate of cost can only be identified within a range and no specific amount within that range can be determined more
+Added: likely than any other amount within the range, and the loss is considered probable, the minimum of the range is accrued.
Legal and related professional services costs to defend litigation are expensed as incurred.
Use of Management Estimates:
−Removed: 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
−Removed: estimates and assumptions that affect its reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities.
−Removed: The Company bases its estimates on historical experience and other various assumptions that it
−Removed: believes are reasonable under the circumstances.
+Added: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
+Added: 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.
+Added: The Company bases its estimates on historical experience and
+Added: other various assumptions that it believes are reasonable under the circumstances.
Estimates and assumptions are reviewed periodically.
1 unchanged sentence
The Company’s fiscal year ends on the last Sunday in June.
−Removed: The fiscal year ended June 28, 2020 contained 52 weeks and the fiscal year ended June 30, 2019 contained 53 weeks.
+Added: The fiscal year ended June 27, 2021 contained 52 weeks and the fiscal year ended
+Added: June 28, 2020 contained 52 weeks.
NOTE B – PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS:
4 unchanged sentences
accumulated depreciation/amortization
−Removed: Depreciation and amortization expense was approximately $0.2 million and $0.5 million for the fiscal years ended June 28, 2020 and June 30, 2019, respectively.
+Added: Depreciation and amortization expense was approximately $131 thousand and $145 thousand for the fiscal years ended June 27, 2021 and June
+Added: 28, 2020, respectively.
Intangible assets consist of the following (in thousands):
Trademarks and tradenames
−Removed: Amortization expense for intangible assets was approximately $41 thousand and $43 thousand for the fiscal years ended June 28, 2020 and June 30, 2019, respectively.
+Added: Amortization expense for intangible assets was approximately $36 thousand and $41 thousand for the fiscal years ended June 27, 2021 and June
+Added: 28, 2020, respectively.
NOTE C - ACCRUED EXPENSES:
4 unchanged sentences
On March 3, 2017, the Company completed a registered shareholder rights offering of its 4% Convertible Senior Notes due 2022 (“Notes”).
−Removed: Shareholders exercised subscription
−Removed: 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.
−Removed: 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
+Added: 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.
+Added: 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
+Added: 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.
−Removed: 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
−Removed: discretion, in shares of Company common stock.
+Added: The Notes mature on February 15, 2022, at which time all principal and unpaid interest will be payable in
+Added: 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.
−Removed: 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.
−Removed: The conversion
−Removed: price is $2.00 per share of common stock.
+Added: Noteholders may convert their Notes to common stock as of the 15 th day of any calendar month, unless the Company sooner elects to
+Added: redeem the Notes.
+Added: 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.
−Removed: 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
−Removed: effective conversion price of the Notes when issued.
−Removed: 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
−Removed: interest method over the debt maturity period.
−Removed: During fiscal 2020, $64 thousand of the Notes were converted to common shares.
−Removed: As of June 28, 2020, $1.6 million of the Notes was outstanding, offset by $48 thousand of
−Removed: unamortized debt issue costs and unamortized debt discounts.
+Added: During fiscal 2021, none of the Notes were converted to common shares.
+Added: As of June 27, 2021, $1.6 million of the Notes were outstanding,
+Added: offset by $28 thousand of unamortized debt issue costs and unamortized debt discounts.
NOTE E - PPP LOAN:
−Removed: 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.
−Removed: (the “Lender”) pursuant to the Paycheck
−Removed: Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S.
+Added: On April 13, 2020, the Company received the proceeds from a loan in the amount of $0.7 million (the “PPP Loan”) from JPMorgan Chase Bank,
+Added: (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”).
−Removed: The PPP Loan matures on April 10, 2022 and bears interest at a rate of
−Removed: 0.98% per annum.
−Removed: 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,
−Removed: We may prepay the PPP Loan at any time prior to maturity with no prepayment penalties.
−Removed: 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
−Removed: customary default and other provisions.
−Removed: The PPP Loan is unsecured by the Company and is guaranteed by the SBA.
−Removed: All or a portion of the PPP Loan may be forgiven by the SBA upon application by the Company accompanied by documentation of
−Removed: expenditures in accordance with SBA requirements under the PPP.
−Removed: In the event all or any portion of the PPP Loan is forgiven, the amount forgiven will be applied to outstanding principal.
+Added: The PPP Loan was unsecured by the
+Added: Company and was guaranteed by the SBA.
+Added: We applied for and received a forgiveness decision in the fourth quarter of fiscal 2021, such that all of the PPP Loan was forgiven at that time.
+Added: (See, “Consolidated Statement of Operations.”)
NOTE F - INCOME TAXES:
2 unchanged sentences
Current - Federal
−Removed: Current - Foreign
Current - State
2 unchanged sentences
Provision for income taxes
−Removed: The effective income tax rate varied from the statutory rate for the fiscal years ended June 28, 2020 and June 30, 2019 as reflected below (in thousands):
−Removed: Federal income taxes (benefit) based on a statutory rate of 21.0%
+Added: The effective income tax rate varied from the statutory rate for the fiscal years ended June 27, 2021 and June 28, 2020 as reflected below
+Added: (in thousands):
+Added: Federal income taxes based on a statutory rate of 21%
State income tax, net of federal effect
−Removed: Foreign taxes
Permanent adjustments
+Added: PPP loan forgiveness
Change in valuation allowance
14 unchanged sentences
Net deferred tax asset
−Removed: 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
+Added: For the year ended June 27, 2021 , the Company recorded an income tax benefit of $29 thousand including federal deferred tax expense of zero and current state tax benefit of
$29 thousand.
−Removed: 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.
−Removed: Under the Tax Cuts and Jobs Act, approximately $0.8
−Removed: million of the loss carryforwards are limited to 80% and do not expire.
−Removed: 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
−Removed: tax planning strategies.
−Removed: 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.
−Removed: Future sources of taxable income are also
−Removed: considered in determining the amount of the recorded valuation allowance.
−Removed: 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
−Removed: valuation allowance.
−Removed: The Company has maintained the full valuation allowance for the year ended June 28, 2020.
+Added: At the end of tax year ended June 27, 2021, 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.
+Added: Under the Tax Cuts and Jobs Act,
+Added: approximately $1.78 million of the loss carryforwards are limited to 80% and do not expire.
+Added: As of June 27, 2021, tax years remained open to examination from June 24, 2012, by the federal and state tax authorities, for three or four years from the tax
+Added: year in which net operating losses or tax credits are utilized.
+Added: The Company was not subject to any open income tax examinations by any tax authority as of June 27, 2021.
+Added: The Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable
+Added: income, reversal of existing taxable temporary differences, and tax planning strategies.
+Added: In assessing the need for the valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred
+Added: Future sources of taxable income are also considered in determining the amount of the recorded valuation allowance.
+Added: The Company has continued to maintain a full valuation allowance for the year ended June 27, 2021.
+Added: There are no material uncertain tax positions.
+Added: Management’s position is that all relevant requirements are met and necessary returns have
+Added: been filed, and therefore the tax positions taken on the tax returns would be sustained upon examination.
On March 27, 2020, President Trump signed into law the CARES Act.
−Removed: The legislation enacts various measures to assist companies affected by the COVID-19 pandemic.
−Removed: 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
−Removed: limitations of business interest expense, and technical corrections to depreciation of qualified improvement property.
+Added: The legislation enacts various measures to assist companies affected by
+Added: the COVID-19 pandemic.
+Added: 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
+Added: charitable contributions, reduced limitations of business interest expense, and technical corrections to depreciation of qualified improvement property.
+Added: On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act, an omnibus spending bill that includes an array
+Added: of COVID-related tax relief for individuals and businesses.
+Added: The tax-related measures contained in the Act revise and expand provisions enacted earlier in the year by the Families First Coronavirus Response Act and the CARES Act.
+Added: extends a number of expiring tax provisions.
+Added: Additionally, the Act provides for a 100% deduction for certain business meals incurred in calendar years 2021 and 2022, which are currently deductible at 50% for years ending December 31, 2020.
+Added: Company determined that income tax effects related to the passage of the Consolidated Appropriations Act were not material to the financial statements for the year ended June 27, 2021.
NOTE G - LEASES:
−Removed: The Company leases its 19,576 square foot corporate office facility with average annual lease payments of approximately $18.00 per square foot.
−Removed: This lease began on January 2,
−Removed: 2017 and has a ten-year term.
−Removed: The Company amended its lease agreement in June 2020 and has elected to defer one-half of the monthly base rent for the period from June 2020 through May 2021.
+Added: The Company leases its 19,576 square foot corporate office facility with average annual lease payments of approximately $18.00 per square
+Added: This lease began on January 2, 2017 and has a ten-year term.
+Added: The Company amended its lease agreement in June 2020 and deferred one-half of the monthly base rent for the period from June 2020 through May 2021.
The Company determines if an arrangement is a lease at inception of the arrangement.
−Removed: To the extent that it can be determined that an arrangement represents a lease, it is classified as either an operating lease or a
−Removed: finance lease.
+Added: To the extent that it can be determined that an arrangement represents a lease, it is classified
+Added: as either an operating lease or a finance lease.
The Company does not currently have any finance leases.
−Removed: The Company capitalizes operating leases on the Condensed Consolidated Balance Sheets through a right of use asset and a corresponding lease liability.
−Removed: Right of use assets
−Removed: 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.
−Removed: Short-term leases that have an initial term of one year or less are
−Removed: not capitalized but are disclosed below.
+Added: The Company capitalizes operating leases on the Consolidated Balance Sheets through a right of use asset and a corresponding lease liability.
+Added: 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.
+Added: Short-term leases that have an initial term of one
+Added: 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.
−Removed: In addition to the present value of lease
−Removed: 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.
−Removed: Lease expense for operating lease payments is recognized
−Removed: on a straight-line basis over the lease term.
+Added: 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.
+Added: Lease expense for
+Added: 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.
−Removed: A more detailed description of significant lease types is included
+Added: A more detailed description of
+Added: significant lease types is included below.
Office Agreements
1 unchanged sentence
Office agreements are typically structured with non-cancelable terms of one to 10 years.
−Removed: The Company has concluded that its office
−Removed: agreements represent operating leases with a lease term that equals the primary non-cancelable contract term.
+Added: The Company has
+Added: 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.
−Removed: As a result, enforceable rights and
−Removed: obligations do not exist under the rental agreements subsequent to the primary term.
+Added: 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.
−Removed: Restaurant space agreements are typically structured with non-cancelable terms of one to 10 years.
−Removed: The Company has concluded that
−Removed: its restaurant agreements represent operating leases with a lease term that equals the primary non-cancelable contract term.
−Removed: Upon completion of the primary term, both parties have substantive rights to terminate the lease.
−Removed: As a result, enforceable
−Removed: rights and obligations do not exist under the rental agreements subsequent to the primary term.
+Added: Restaurant space agreements are typically structured with non-cancelable terms of one to 10
+Added: The Company has concluded that its restaurant agreements represent operating leases with a lease term that equals the primary non-cancelable contract term.
+Added: Upon completion of the primary term, both parties have substantive rights to terminate
+Added: 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.
−Removed: The sublease agreements are noncancelable through the end of the term and both
−Removed: parties have substantive rights to terminate the lease when the term is complete.
+Added: The sublease agreements are noncancelable
+Added: 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.
2 unchanged sentences
The Company rents information technology equipment, primarily printers and copiers, from a third party for its corporate office location.
−Removed: Information technology equipment agreements are typically structured with
−Removed: non-cancelable terms of one to five years.
+Added: Information technology equipment agreements
+Added: 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.
1 unchanged sentence
Leases typically do not provide an implicit interest rate.
−Removed: Accordingly, the Company is required to use its incremental borrowing rate in determining the present value of lease payments based on the information
−Removed: available at the lease commencement date.
−Removed: 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
−Removed: similar economic environment.
+Added: Accordingly, the Company is required to use its incremental borrowing rate in determining the present value of lease
+Added: payments based on the information available at the lease commencement date.
+Added: 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
+Added: 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.
1 unchanged sentence
The Company has guaranteed the financial responsibilities of certain franchised store leases.
−Removed: These guaranteed leases are not considered operating leases because the Company does not have the right to control the
−Removed: underlying asset.
+Added: These guaranteed leases are not considered operating leases because the Company does not
+Added: 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.
−Removed: If the Company does not expect to assign the abandoned lease
−Removed: 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.
+Added: If the Company does not expect to
+Added: 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.
−Removed: For all existing asset classes with multiple component types, the Company has utilized the practical expedient that exempts it from separating lease
−Removed: components from non-lease components.
+Added: For all existing asset classes with multiple component types, the Company has utilized the practical expedient that
+Added: 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.
−Removed: 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
−Removed: 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).
−Removed: Accordingly, we recognize lease payments related to our short-term leases in our statement of operations
−Removed: on a straight-line basis over the lease term which has not changed from our prior recognition.
−Removed: 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
−Removed: for those payments is incurred.
−Removed: 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):
+Added: 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
+Added: 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).
+Added: Accordingly, we recognize lease payments related to our short-term
+Added: leases in our statement of operations on a straight-line basis over the lease term which has not changed from our prior recognition.
+Added: To the extent that there are variable lease payments, we recognize those payments in our statement of operations in
+Added: the period in which the obligation for those payments is incurred.
+Added: The components of total lease expense for the fiscal year ended June 27, 2021, the majority of which is included in general and administrative expense in the accompanying
+Added: consolidated statement of operations, are as follows (in thousands):
Fiscal Year Ended
24 unchanged sentences
Premises occupied by Company-owned restaurants were leased for initial terms of five to ten years, and each has multiple renewal terms.
−Removed: Certain lease agreements contain either a provision
−Removed: requiring additional rent if sales exceed specified amounts or an escalation clause based upon a predetermined multiple.
−Removed: Future minimum rental payments under active non-cancelable leases with initial or remaining terms of one year or more at June 28, 2020 were as follows (in thousands):
+Added: Certain lease agreements
+Added: contain either a provision requiring additional rent if sales exceed specified amounts or an escalation clause based upon a predetermined multiple.
+Added: Future minimum rental payments under active non-cancelable leases with initial or remaining terms of one year or more at June 27, 2021 were as follows (in
Operating Leases
6 unchanged sentences
NOTE H - EMPLOYEE BENEFITS:
−Removed: The Company has a tax advantaged savings plan that is designed to meet the requirements of Section 401(k) of the Internal Revenue Code (the “Code”).
−Removed: The current plan is a
−Removed: modified continuation of a similar savings plan established by the Company in 1985.
+Added: The Company has a tax advantaged savings plan that is designed to meet the requirements of Section 401(k) of the Internal Revenue Code (the
+Added: The current plan is a modified continuation of a similar savings plan established by the Company in 1985.
Employees who have completed three months of service and are at least 21 years of age are eligible to participate in the plan.
−Removed: The plan provides that participating
−Removed: employees may elect to have between 1% and 15% of their compensation deferred and contributed to the plan subject to certain IRS limitations.
−Removed: Effective June 27, 2005, the Company has a discretionary matching contribution.
−Removed: Separate accounts are
−Removed: maintained with respect to contributions made on behalf of each participating employee.
−Removed: Employer matching contributions and earnings thereon are invested in the same investments as each participant’s employee deferral.
−Removed: The plan is subject to the
−Removed: provisions of the Employee Retirement Income Security Act, as amended, and is a profit-sharing plan as defined in Section 401(k) of the Code.
−Removed: For the fiscal year ended June 28, 2020, no matching contributions were made to the tax advantage savings plan by the Company.
−Removed: For the fiscal year ended June 30, 2019, total
−Removed: matching contributions to the tax advantaged savings plan by the Company on behalf of participating employees were approximately $39 thousand.
+Added: plan provides that participating employees may elect to have between 1% and 15% of their compensation deferred and contributed to the plan subject to certain IRS limitations.
+Added: Effective June 27, 2005, the Company has a discretionary matching
+Added: contribution.
+Added: Separate accounts are maintained with respect to contributions made on behalf of each participating employee.
+Added: Employer matching contributions and earnings thereon are invested in the same investments as each participant’s employee
+Added: The plan is subject to the provisions of the Employee Retirement Income Security Act, as amended, and is a profit-sharing plan as defined in Section 401(k) of the Code.
+Added: For the fiscal year ended June 27, 2021, total matching contributions to the tax advantaged savings plan by the Company on behalf of
+Added: participating employees were approximately $24 thousand.
+Added: For the fiscal year ended June 28, 2020, no matching contributions were made to the tax advantaged savings plan by the Company.
NOTE I - STOCK BASED COMPENSATION PLANS:
−Removed: In June 2005, the 2005 Employee Incentive Stock Option Award Plan (the “2005 Employee Plan”) was approved by the Company’s shareholders with a plan effective date of June 23,
+Added: In June 2005, the 2005 Employee Incentive Stock Option Award Plan (the “2005 Employee Plan”) was approved by the Company’s shareholders with
+Added: a plan effective date of June 23, 2005.
Under the 2005 Employee Plan, officers and employees of the Company were eligible to receive options to purchase shares of the Company’s common stock.
−Removed: Options were granted at market value of the stock on the date of grant, were subject to
−Removed: various vesting and exercise periods as determined by the Compensation Committee of the board of directors and could be designated as non-qualified or incentive stock options.
−Removed: A total of 1,000,000 shares of common stock were authorized for
−Removed: issuance under the 2005 Employee Plan.
+Added: Options were granted at market value of the stock on the
+Added: date of grant, were subject to various vesting and exercise periods as determined by the Compensation Committee of the board of directors and could be designated as non-qualified or incentive stock options.
+Added: A total of 1,000,000 shares of common
+Added: stock were authorized for issuance under the 2005 Employee Plan.
The 2005 Employee Plan expired by its terms on June 23, 2015.
−Removed: The shareholders also approved the 2005 Non-Employee Directors Stock Award Plan (the “2005 Directors Plan”) in June 2005, to be effective as of June 23, 2005.
−Removed: Directors not
−Removed: employed by the Company were eligible to receive stock options under the 2005 Directors Plan.
−Removed: Options for common stock equal to twice the number of shares of common stock acquired during the previous fiscal year, up to 40,000 shares per year, were
−Removed: automatically granted to each non-employee director on the first day of each fiscal year.
−Removed: Options were granted at market value of the stock on the first day of each fiscal year, with vesting periods beginning at a minimum of six months and with
−Removed: exercise periods up to ten years.
+Added: The shareholders also approved the 2005 Non-Employee Directors Stock Award Plan (the “2005 Directors Plan”) in June 2005, to be effective as
+Added: of June 23, 2005.
+Added: Directors not employed by the Company were eligible to receive stock options under the 2005 Directors Plan.
+Added: Options for common stock equal to twice the number of shares of common stock acquired during the previous fiscal year, up
+Added: to 40,000 shares per year, were automatically granted to each non-employee director on the first day of each fiscal year.
+Added: Options were granted at market value of the stock on the first day of each fiscal year, with vesting periods beginning at a
+Added: minimum of six months and with exercise periods up to ten years.
A total of 650,000 shares of Company common stock were authorized for issuance pursuant to the 2005 Directors Plan.
The 2005 Directors Plan expired by its terms on June 23, 2015.
−Removed: The 2015 Long Term Incentive Plan (the “2015 LTIP”) was approved by the Company’s shareholders on November 18, 2014 and became effective June 1, 2015.
−Removed: Officers, employees and
−Removed: non-employee directors of the Company are eligible to receive awards under the 2015 LTIP.
+Added: The 2015 Long Term Incentive Plan (the “2015 LTIP”) was approved by the Company’s shareholders on November 18, 2014 and became effective
+Added: June 1, 2015.
+Added: Officers, employees and non-employee directors of the Company are eligible to receive awards under the 2015 LTIP.
A total of 1,200,000 shares of common stock are authorized for issuance under the 2015 LTIP.
−Removed: Awards authorized under the 2015 LTIP include incentive stock
−Removed: options, non-qualified stock options, restricted shares, restricted stock units and rights (either with or without accompanying options).
−Removed: The 2015 LTIP provides for options to be granted at market value of the stock on the date of grant and have
−Removed: exercise periods determined by the Compensation Committee of the board of directors.
−Removed: The Compensation Committee may also determine the vesting periods, performance criteria and other terms and conditions of all awards under the 2015 LTIP.
−Removed: Compensation Committee has adopted resolutions under the 2015 LTIP automatically granting to each non-employee director on the first day of each fiscal year options to purchase twice the number of shares of common stock acquired during the previous
−Removed: fiscal year, up to a maximum of 40,000 shares.
−Removed: Such options are exercisable at the market value of the stock on the first day of the fiscal year, vest six months from the date of grant and expire 10 years from the date of grant.
−Removed: Share based compensation expense is included in general and administrative expense in the consolidated statement of operations.
+Added: Awards authorized under
+Added: the 2015 LTIP include incentive stock options, non-qualified stock options, restricted shares, restricted stock units and rights (either with or without accompanying options).
+Added: The 2015 LTIP provides for options to be granted at market value of the
+Added: stock on the date of grant and have exercise periods determined by the Compensation Committee of the board of directors.
+Added: The Compensation Committee may also determine the vesting periods, performance criteria and other terms and conditions of all
+Added: awards under the 2015 LTIP.
+Added: The Compensation Committee has adopted resolutions under the 2015 LTIP automatically granting to each non-employee director on the first day of each fiscal year options to purchase twice the number of shares of common
+Added: stock acquired during the previous fiscal year, up to a maximum of 40,000 shares.
+Added: Such options are exercisable at the market value of the stock on the first day of the fiscal year, vest six months from the date of grant and expire 10 years from the
+Added: date of grant.
+Added: Share based compensation expense is included in general and administrative expense in the accompanying consolidated statement of operations.
Stock Options:
−Removed: A summary of stock option transactions under all of the Company’s stock option plans and information about fixed-price stock options is as follows:
+Added: A summary of stock option transactions under all of the Company’s stock option plans and information about fixed-price stock options is as
Fiscal Year Ended
20 unchanged sentences
Valuation and Amortization Method.
−Removed: We estimate the fair value of share-based awards granted using the Black-Scholes option valuation model.
−Removed: We amortize the fair value of
−Removed: all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.
+Added: We estimate the fair
+Added: value of share-based awards granted using the Black-Scholes option valuation model.
+Added: We amortize the fair value of all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.
Expected Life .
−Removed: The expected life of awards granted represents the period of time that they are expected to be outstanding.
−Removed: Unless a life is specifically stated, we
−Removed: determine the expected life using the “simplified method” in accordance with Staff Accounting Bulletin No.
−Removed: 110 since we do not have sufficient historical share option exercise experience.
+Added: The expected life of awards granted represents the period of time that they are
+Added: expected to be outstanding.
+Added: Unless a life is specifically stated, we determine the expected life using the “simplified method” in accordance with Staff Accounting Bulletin No.
+Added: 110 since we do not have sufficient historical share option exercise
Expected Volatility .
−Removed: Using the Black-Scholes option valuation model, we estimate the volatility of our common stock at the date of grant based on the historical volatility
−Removed: of our common stock.
+Added: Using the Black-Scholes option
+Added: valuation model, we estimate the volatility of our common stock at the date of grant based on the historical volatility of our common stock.
Risk-Free Interest Rate .
−Removed: We base the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S.
−Removed: zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
+Added: We base the risk-free interest
+Added: rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S.
+Added: Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
Expected Dividend Yield.
−Removed: We have not paid any cash dividends on our common stock in the last ten years and we do not anticipate paying any cash dividends in the foreseeable
+Added: We have not paid any cash
+Added: dividends on our common stock in the last ten years and we do not anticipate paying any cash dividends in the foreseeable future.
Consequently, we use an expected dividend yield of zero in the Black-Scholes option valuation model.
Expected Forfeitures .
−Removed: We use historical data to estimate pre-vesting option forfeitures.
+Added: We use historical data to estimate
+Added: pre-vesting option forfeitures.
We record stock-based compensation only for those awards that are expected to vest.
−Removed: At June 28, 2020, the Company had no unvested options.
−Removed: Stock compensation expense related to stock options of zero and $35 thousand was recognized in fiscal years 2020 and
−Removed: 2019, respectively.
+Added: At June 27, 2021, all stock options that the Company had granted were vested.
+Added: No stock compensation expense related to stock options was
+Added: recognized in either fiscal years 2021 or 2020.
Restricted Stock Units:
−Removed: Restricted stock units awarded under the 2015 LTIP represent the right to receive shares of common stock upon the satisfaction of vesting requirements, performance criteria and
−Removed: other terms and conditions.
−Removed: During fiscal 2020 and 2019, there were no grants of performance-based restricted stock units.
−Removed: The restricted stock units granted to each recipient are allocated among performance criteria pertaining to various aspects of the Company’s business, as well as its overall
−Removed: operations, measured based on the second fiscal year following the date of grant.
−Removed: Achievement of the various performance criteria entitles the recipient to receive shares of common stock in amounts ranging from 50% to 150% of the number of
−Removed: restricted stock units granted.
−Removed: Grantees of restricted stock units do not have any rights of a stockholder, and do not participate in any distributions on our common stock, until the award fully vests upon satisfaction of the vesting schedule,
−Removed: performance criteria and other conditions set forth in their award agreement.
−Removed: Therefore, unvested restricted stock units are not considered participating securities under ASC 260, “ Earnings Per Share ,” and
−Removed: are not included in the calculation of basic or diluted earnings per share.
−Removed: Compensation cost is measured as an amount equal to the fair value of the restricted stock units on the date of grant and is expensed over the vesting period if achievement of
−Removed: the performance criteria is deemed probable, with the amount of the expense recognized based on the best estimate of the ultimate achievement level.
−Removed: A summary of the status of restricted stock units as of June 28, 2020 and June 30, 2019, and changes during the fiscal years then ended is presented below:
+Added: Restricted stock units awarded under the 2015 LTIP represent the right to receive shares of common stock upon the satisfaction of vesting
+Added: requirements, performance criteria and other terms and conditions.
+Added: During fiscal 2020, there were no grants of performance-based restricted stock units.
+Added: During fiscal 2021, an aggregate of 545,600 performance-based restricted stock units were granted
+Added: to certain employees.
+Added: The restricted stock units granted to each recipient are allocated among performance criteria pertaining to various aspects of the Company’s
+Added: business, as well as its overall operations, measured based on the second fiscal year following the date of grant.
+Added: Achievement of the various performance criteria entitles the recipient to receive shares of common stock in amounts ranging from 50%
+Added: to 150% of the number of restricted stock units granted.
+Added: Grantees of restricted stock units do not have any rights of a stockholder, and do not participate in any distributions on our common stock, until the award fully vests upon satisfaction of
+Added: the vesting schedule, performance criteria and other conditions set forth in their award agreement.
+Added: Therefore, unvested restricted stock units are not considered participating securities under ASC 260, “ Earnings Per
+Added: Share ,” and are not included in the calculation of basic or diluted earnings per share.
+Added: Compensation cost is measured as an amount equal to the fair value of the restricted stock units on the date of grant and is expensed over
+Added: 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.
+Added: A summary of the status of restricted stock units as of June 27, 2021 and June 28, 2020, and changes during the fiscal years then ended is
+Added: presented below:
Unvested at beginning of year
+Added: Granted during the year
Vested during the year
2 unchanged sentences
NOTE J - SHAREHOLDERS’ EQUITY:
−Removed: On April 22, 2009, the board of directors of the Company amended the stock repurchase plan first authorized on May 23, 2007, and previously amended on June 2, 2008, by
−Removed: increasing the aggregate number of shares of common stock the Company may repurchase under the plan to a total of 3,016,000 shares.
−Removed: No shares were repurchased during fiscal 2020 and, as of June 28, 2020, there were 848,425 shares available to be
−Removed: repurchased under the plan.
+Added: On April 22, 2009, the board of directors of the Company amended the stock repurchase plan first authorized on May 23, 2007, and previously
+Added: amended on June 2, 2008, by increasing the aggregate number of shares of common stock the Company may repurchase under the plan to a total of 3,016,000 shares.
+Added: No shares were repurchased during fiscal 2021 and, as of June 27, 2021, there were
+Added: 848,425 shares available to be repurchased under the plan.
On December 5, 2017, the Company entered into an At Market Issuance Sales Agreement with B.
Riley FBR, Inc.
−Removed: Riley FBR”) pursuant to which the Company may offer and sell
−Removed: shares of its common stock having an aggregate offering price of up to $5,000,000 from time to time through B.
+Added: Riley FBR”) pursuant to
+Added: 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”).
−Removed: The 2017 ATM Offering is being undertaken pursuant to Rule 415 and a shelf
−Removed: Registration Statement on Form S-3 which was declared effective by the SEC on November 6, 2017.
−Removed: 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.
+Added: The 2017 ATM Offering is being undertaken
+Added: pursuant to Rule 415 and a shelf Registration Statement on Form S-3 which was declared effective by the SEC on November 6, 2017.
+Added: Through June 27, 2021, the Company had sold an aggregate of 3,064,342 shares in the 2017 ATM Offering, realizing
+Added: aggregate gross proceeds of $4.4 million.
+Added: The 2017 ATM Offering expired on November 6, 2020.
The Company pays to B.
Riley FBR a fee equal to 3% of the gross sales price in addition to reimbursing certain costs.
−Removed: The Company had $15 thousand in expenses associated with
−Removed: the 2017 ATM Offering in fiscal 2020.
+Added: The Company had $131
+Added: thousand in expenses associated with the 2017 ATM Offering in fiscal 2021.
NOTE K - COMMITMENTS AND CONTINGENCIES:
−Removed: The Company is subject to various claims and contingencies related to employment agreements, franchise disputes, lawsuits, taxes, food product purchase contracts and other
−Removed: matters arising out of the normal course of business.
−Removed: 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
−Removed: or financial condition if decided in a manner that is unfavorable to the Company.
−Removed: 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
−Removed: States and the world.
−Removed: 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.
−Removed: Most of the domestic Pizza Inn
−Removed: 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.
+Added: The Company is subject to various claims and contingencies related to employment agreements, franchise disputes, lawsuits, taxes, food
+Added: product purchase contracts and other matters arising out of the normal course of business.
+Added: 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
+Added: Company’s annual results of operations or financial condition if decided in a manner that is unfavorable to the Company.
+Added: On March 11, 2020, the World Health Organization declared the outbreak of novel coronavirus (COVID-19) as a pandemic, and the disease has
+Added: spread rapidly throughout the United States and the world.
+Added: 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
+Added: 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
+Added: 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.
−Removed: In most cases, in-store dining has now resumed subject to seating capacity limitations, social distancing
−Removed: protocols, and enhanced cleaning and disinfecting practices.
−Removed: Further, the COVID-19 pandemic has precipitated significant job losses and a national economic downturn that typically impacts the demand for restaurant food service.
−Removed: Although most of
−Removed: our domestic restaurants have continued to operate under these conditions, we have experienced temporary closures from time to time during the pandemic.
−Removed: The closure of one Company-owned Pie Five restaurant in January 2020 was unrelated to the
−Removed: COVID-19 outbreak but the quick closure of a Pie Five Unit recently acquired from a franchisee was accelerated by the pandemic.
−Removed: 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
+Added: In most cases, in-store dining has now resumed subject to
+Added: seating capacity limitations, social distancing protocols, and enhanced cleaning and disinfecting practices.
+Added: Further, the COVID-19 pandemic has precipitated significant job losses and a national economic downturn that typically impacts the demand
+Added: for restaurant food service.
+Added: 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.
+Added: The COVID-19 pandemic has resulted in dramatically reduced aggregate in-store retail sales at Buffet Units and Pie Five Units, modestly
+Added: 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.
−Removed: During the fourth quarter of fiscal 2020, we participated in a government-sponsored loan
−Removed: (See, “Note E--PPP Loan.”) We also furloughed certain employees, reduced base salary by 20% for all remaining employees and reduced expenses.
−Removed: While the Company will remain focused on controlling expenses, future results of
−Removed: operations are likely to be materially adversely impacted.
−Removed: 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.
−Removed: Additionally, an outbreak or perceived outbreak of COVID-19
−Removed: connected to restaurant dining could cause negative publicity directed at any of our brands and cause customers to avoid our restaurants.
−Removed: We cannot predict how long the pandemic will last or whether it will reoccur, what additional restrictions may
−Removed: 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.
−Removed: Any of these changes could materially adversely affect the
−Removed: Company’s future financial performance.
+Added: During the fourth quarter of fiscal 2020, we
+Added: participated in a government-sponsored loan program.
+Added: (See, “Note E--PPP Loan.”) We also temporarily furloughed certain employees and reduced base salary by 20% for all remaining employees for the fourth quarter of fiscal 2020, as well as reducing
+Added: other expenses.
+Added: While the Company will remain focused on controlling expenses, future results of operations are likely to be materially adversely impacted by the pandemic and its aftermath.
+Added: We expect that Buffet Units and Pie Five Units will continue to be subject to capacity restrictions for some time as social distancing
+Added: protocols remain in place.
+Added: 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.
+Added: We cannot predict how
+Added: 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
+Added: social distancing protocols.
+Added: 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.
1 unchanged sentence
The Company computes and presents earnings per share (“EPS”) in accordance with the authoritative guidance on Earnings Per Share .
−Removed: Basic EPS excludes the effect of potentially dilutive securities while diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised, converted or resulted in the issuance of
−Removed: common stock that then shared in the earnings of the Company.
−Removed: 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
−Removed: thousands, except per share amounts).
+Added: Basic EPS excludes the effect of potentially dilutive securities while diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised,
+Added: converted or resulted in the issuance of common stock that then shared in the earnings of the Company.
+Added: The following table shows the reconciliation of the numerator and denominator of the basic EPS calculation to the numerator and denominator
+Added: of the diluted EPS calculation (in thousands, except per share amounts).
Fiscal Year Ended
−Removed: Loss from continuing operations
+Added: Income/(loss) from continuing operations
Interest saved on convertible notes at 4%
−Removed: Adjusted net loss
+Added: Adjusted net income/(loss)
Weighted average common shares
5 unchanged sentences
Income/(loss) from continuing operations per common share
−Removed: We had 206,750 and 261,550 shares of common stock potentially issuable upon exercise of employee stock options for years ended June 28, 2020 and June 30, 2019, respectively,
−Removed: that were excluded from the weighted average number of shares outstanding on a diluted basis because the effect of such options would be anti-dilutive.
−Removed: These instruments expire at varying times from fiscal 2020 through fiscal 2026.
+Added: We had 166,750 and 206,750 shares of common stock potentially issuable upon exercise of employee stock options for years ended June 27, 2021
+Added: and June 28, 2020, respectively.
+Added: The 166,750 and 206,750 shares of common stock were excluded from the weighted average number of shares outstanding on a diluted basis because they had an intrinsic value of zero and were anti-dilutive, respectively.
+Added: These options expire at varying times from fiscal 2021 through fiscal 2026.
NOTE M– SEGMENT REPORTING:
−Removed: The Company has three reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information :
+Added: The Company has three reportable operating segments as determined by management using the “management approach” as defined by the
+Added: authoritative guidance on Disclosures about Segments of an Enterprise and Related Information :
(1) Pizza Inn Franchising, (2) Pie Five Franchising and (3) Company-Owned Restaurants.
−Removed: These segments are a result of differences in the
−Removed: nature of the products and services sold.
−Removed: 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.
−Removed: revenue consists of nonrecurring items.
+Added: These segments are a
+Added: result of differences in the nature of the products and services sold.
+Added: 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
+Added: operating segments.
+Added: Other revenue consists of nonrecurring items.
The Pizza Inn and Pie Five Franchising segments establish franchisees, licensees and territorial rights.
−Removed: Revenue for this segment is derived from franchise royalties, franchise
−Removed: fees, sale of area development and foreign master license rights and incentive payments from third party suppliers and distributors.
+Added: Revenue for this segment is derived
+Added: 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.
The Company-Owned Restaurants segment includes sales and operating results for all Company-owned restaurants.
−Removed: Assets for this segment include equipment, furniture and fixtures
−Removed: for the Company-owned restaurants.
−Removed: 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
−Removed: and other intangible assets.
+Added: Assets for this segment
+Added: include equipment, furniture and fixtures for the Company-owned restaurants.
+Added: Corporate administration and other assets primarily include cash and short-term investments, as well as furniture and fixtures located at
+Added: the corporate office and trademarks and other intangible assets.
All assets are located within the United States.
−Removed: Summarized in the following tables are net sales and operating revenues, depreciation and amortization expense, income from continuing operations before taxes, capital
−Removed: expenditures and assets for the Company’s reportable segments as of and for the fiscal years ended June 28, 2020 and June 30, 2019 (in thousands):
+Added: Summarized in the following tables are net sales and operating revenues, depreciation and amortization expense, income from continuing
+Added: operations before taxes, capital expenditures and assets for the Company’s reportable segments as of and for the fiscal years ended June 27, 2021 and June 28, 2020 (in thousands):
Fiscal Year Ended
17 unchanged sentences
Income/(loss) before taxes
−Removed: Portions of corporate administration and other have been allocated to segments.
The following table provides information on our foreign and domestic revenues:
4 unchanged sentences
NOTE N - SUBSEQUENT EVENTS:
−Removed: In preparation of its financial statements, the Company considered subsequent events through September 28, 2020 which was the date the Company’s financial statements were available to be issued.
+Added: In preparation of its financial statements, the Company considered subsequent events through September 21, 2021 which was the date the Company’s financial statements were available
+Added: to be issued.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.