3 unchanged sentences
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: Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures, as
+Added: 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 communicated to management,
+Added: 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
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
−Removed: in Rule 13a-15(f) under the Securities 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
−Removed: effectiveness of its internal control 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
−Removed: Committee of Sponsoring Organizations of the Treadway Commission.
+Added: 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
+Added: 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 effectiveness of its
+Added: 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 Committee of
+Added: 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 25, 2023.
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 than
−Removed: 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 pursuant to Regulation 14A not later
+Added: 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 than
−Removed: 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 pursuant to Regulation 14A not later
+Added: 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 than
−Removed: 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 pursuant to Regulation 14A not later
+Added: 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 than
−Removed: 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 pursuant to Regulation 14A not later
+Added: 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 than
−Removed: 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 pursuant to Regulation 14A not later
+Added: than 120 days after the end of the fiscal year covered by this report.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
15 unchanged sentences
First Amendment to Lease and Expansion dated July 1, 2017, between A&H Properties Partnership and Rave Restaurant Group, Inc.
−Removed: (filed as Exhibit 10.5 to Form 10-K for the year ended June
−Removed: 30, 2019 and incorporated herein by reference).*
+Added: (filed as Exhibit 10.5 to Form 10-K for the year ended
+Added: June 30, 2019 and incorporated herein by reference).*
Second Amendment to Lease Agreement effective June 1, 2020, between A&H Properties Partnership and Rave Restaurant Group, Inc.
−Removed: (filed as Exhibit 10.6 to Form 10-K for
−Removed: the fiscal year ended June 27, 2021 and incorporated herein by reference).
+Added: (filed as Exhibit 10.6 to Form
+Added: 10-K for the fiscal year ended June 27, 2021 and incorporated herein by reference).
Letter agreement dated October 18, 2019, between Rave Restaurant Group, Inc.
1 unchanged sentence
Letter agreement dated November 4, 2019, between Rave Restaurant Group, Inc.
−Removed: and Mike Burns (filed as Exhibit 10.1 to Form 8-K filed November 15, 2019 and incorporated herein by reference).*
+Added: and Mike Burns (filed as Exhibit 10.1 to Form 8-K filed November 15, 2019 and incorporated herein by
Letter agreement dated June 16, 2021, between Rave Restaurant Group, Inc.
2 unchanged sentences
Consent of Independent Registered Public Accounting Firm.
+Added: 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 registrant has duly caused this report to
−Removed: be signed on its behalf by the 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 signed on its behalf by the
+Added: undersigned, thereunto duly authorized.
Rave Restaurant Group, Inc.
6 unchanged sentences
(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
−Removed: 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 the dates indicated.
Name and Position
16 unchanged sentences
RAVE RESTAURANT GROUP, INC.
−Removed: INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
−Removed: SUPPLEMENTARY DATA
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: INDEX TO CONSOLIDATED
+Added: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
+Added: Report of Independent Registered Public Accounting Firm (Whitley Penn LLP, PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (Armanino, LLP, PCAOB ID:
Consolidated Statements of Income for the fiscal years ended June 25, 2023 and June 26, 2022
5 unchanged sentences
Report of Independent Registered Public Accounting Firm
+Added: To the Shareholders and Board of Directors
+Added: Rave Restaurant Group, Inc.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheet of Rave Restaurant Group, Inc and subsidiaries (the “Company”) as of June 25, 2023,
+Added: and the related consolidated statements of income, shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present
+Added: fairly, in all material respects, the financial position of the Company as of June 25, 2023, 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 (“GAAP”).
+Added: Basis for Opinion
+Added: These financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on these financial
+Added: 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 accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain
+Added: reasonable assurance about whether the 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 entity’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 financial statements, whether due to error or
+Added: fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 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 financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Critical Audit Matter
+Added: Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
+Added: communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of the critical
+Added: audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or
+Added: disclosures to which it relates
+Added: Assessment of Realizability of Deferred Tax Assets
+Added: Critical Audit Matter Description
+Added: As disclosed in Note A and Note F to the consolidated financial statements, the Company recognizes deferred income taxes for tax attributes and
+Added: for differences between the financial statement and tax carrying amounts of assets and liabilities at enacted statutory tax rates in effect for the years in which the deferred tax liability or asset are expected to be settled or realized.
+Added: Company continually reviews the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies.
+Added: In assessing the need for
+Added: the valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of deferred tax assets.
+Added: Future sources of taxable income are also considered in determining the amount of the recorded
+Added: valuation allowance.
+Added: As of June 25, 2023, the Company has deferred tax assets of approximately $5.3 million.
+Added: Auditing management’s assessment of realizability of deferred tax assets involved subjective estimation and complex auditor judgment in
+Added: determining whether sufficient future taxable income, including projected pre-tax income, will be generated to support the realization of the existing deferred tax assets before expiration.
+Added: How We Addressed the Matter
+Added: We evaluated the assumptions used by the Company to develop projections of future taxable income, including the pre-tax income, by income tax
+Added: jurisdiction and tested the completeness and accuracy of the underlying data used in the projections.
+Added: For example, we compared the projections of pre-tax income with the actual results of prior periods, as well as management’s consideration of
+Added: current industry and economic trends.
+Added: We also compared the projections of future pre-tax income with other forecasted financial information prepared by the Company.
+Added: With the assistance of our income tax specialists, we evaluated the methodology and models used in management’s forecasting of the reversal of
+Added: deferred income tax assets and liabilities in order to determine such methodologies were consistent with GAAP, including management’s consideration of definite-lived deferred income tax balances and indefinite-lived deferred income tax balances.
+Added: We have served as the Company’s auditor since 2023.
+Added: /s/ Whitley Penn LLP
+Added: September 21, 2023
+Added: Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
3 unchanged sentences
We have audited the accompanying consolidated balance sheets of Rave Restaurant Group, Inc.
−Removed: (the “Company”)
−Removed: and subsidiaries as of June 26, 2022 and June 27, 2021 , the related consolidated statements of income,
−Removed: changes in shareholders’ 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 26, 2022 and June 27, 2021 , and the
−Removed: results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of
+Added: (the “Company”) and subsidiaries as of June 26, 2022 and June 27, 2021, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes
+Added: (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 26, 2022 and June 27, 2021, and the results of their operations and their cash flows for the years then ended, in
+Added: conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are
−Removed: 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 and Exchange Commission and the PCAOB.
+Added: consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
+Added: We are a public accounting firm registered
+Added: 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.
+Added: federal securities laws and the applicable rules and regulations of the
+Added: Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan
−Removed: and perform the audit to obtain reasonable assurance about whether the consolidated 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
−Removed: audit of its internal control over financial reporting.
−Removed: As part of our audits 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
−Removed: Company’s internal control over financial reporting.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not
+Added: required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: As part of our audits , we are required to obtain an
+Added: 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.
Accordingly, we express no such opinion.
−Removed: Our audits 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.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to
+Added: error or fraud, 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 audits also included evaluating the accounting principles used and significant estimates made by
−Removed: management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audits provides a reasonable basis for our opinion.
+Added: Our audits also included
+Added: evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
−Removed: were communicated 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
−Removed: The 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
−Removed: opinions on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The critical audit
+Added: matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that
+Added: are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated
+Added: financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition — Refer to Note A to the Financial Statements
Critical Audit Matter Description
−Removed: The Company has two primary sources of revenues:
+Added: The Company has two
+Added: primary sources of revenues:
restaurant sales and franchise revenues.
−Removed: Franchise revenues
−Removed: consist of 1) franchise royalties, 2) supplier and distributor incentive revenues, 3) franchise license fees, 4) area development exclusivity fees and foreign master license fees, 5) advertising funds, and 6) supplier convention funds.
−Removed: these sources of revenues have different contract types, lengths, terms, and conditions.
−Removed: As such, revenue recognition requires significant analysis and a high degree of auditor judgment.
+Added: Franchise revenues consist of 1) franchise royalties, 2) supplier and distributor incentive revenues, 3) franchise license fees, 4) area development exclusivity fees and
+Added: foreign master license fees, 5) advertising funds, and 6) supplier convention funds.
+Added: Each of these sources of revenues have different contract types, lengths, terms, and conditions.
+Added: As such, revenue recognition requires significant analysis and a
+Added: high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
1 unchanged sentence
We obtained the detail of all revenue transactions and performed the following procedures:
−Removed: Identified the Company’s various revenue streams and any differences in the processes, methods, and policies applicable to each revenue stream.
+Added: Identified the Company’s various revenue streams and any differences in the processes, methods, and policies applicable to each revenue
Reviewed the entity’s revenue recognition policies and evaluated whether following those policies comply with the requirements of ASC
−Removed: 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
−Removed: contracts, invoices, and other documentation to determine whether revenue was recognized at the proper amount.
+Added: Obtained a listing of franchise revenue related contracts, agreements, and invoices during the year, sampled the detail, and tested
+Added: revenues by examining and documenting supporting contracts, invoices, and other documentation to determine whether revenue was recognized at the proper amount.
Performed various cutoff procedures to ensure revenue was recognized in the proper period.
Dallas, Texas
−Removed: We have served as the Company’s auditor since 2020.
+Added: We served as the Company’s auditor from 2020 through 2022 .
September 23, 2022
RAVE RESTAURANT GROUP, INC.
−Removed: CONSOLIDATED STATEMENTS OF INCOME
+Added: CONSOLIDATED STATEMENTS OF
(In thousands, except per share amounts)
4 unchanged sentences
Franchise expenses
−Removed: Gain on sale of assets
Impairment of long-lived assets and other lease charges
4 unchanged sentences
OTHER INCOME:
−Removed: Gain on forgiveness of PPP loan
Employee retention credit
1 unchanged sentence
INCOME BEFORE TAXES
−Removed: Income tax benefit
+Added: Income tax (expense) benefit
INCOME PER SHARE OF COMMON STOCK - BASIC:
4 unchanged sentences
RAVE RESTAURANT GROUP, INC.
−Removed: CONSOLIDATED BALANCE SHEETS
+Added: BALANCE SHEETS
(In thousands, except share amounts)
4 unchanged sentences
Notes receivable, current
+Added: Property held for sale
Deferred contract charges, current
2 unchanged sentences
LONG-TERM ASSETS
−Removed: Property, plant and equipment, net
+Added: Property and equipment, net
Operating lease right of use asset, net
10 unchanged sentences
Short term loan
−Removed: Convertible notes short term, net of unamortized debt issuance costs and discounts
Deferred revenues, current
12 unchanged sentences
Additional paid-in capital
−Removed: Retained earnings/(accumulated deficit)
+Added: Retained earnings
Treasury stock at cost
5 unchanged sentences
RAVE RESTAURANT GROUP, INC.
−Removed: CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
+Added: CONSOLIDATED STATEMENTS OF
+Added: SHAREHOLDERS’ EQUITY
(In thousands)
2 unchanged sentences
Stock compensation expense
−Removed: Issuance of common stock
−Removed: Equity issuance costs - ATM offering
+Added: Purchase of treasury stock
Balance, June 26, 2022
6 unchanged sentences
RAVE RESTAURANT GROUP, INC.
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: CONSOLIDATED STATEMENTS OF
(In thousands)
3 unchanged sentences
Impairment of long-lived assets and other lease charges
−Removed: Stock compensation expense
+Added: Stock-based compensation expense
Depreciation and amortization
2 unchanged sentences
Amortization of debt issue costs
−Removed: Gain on the sale of assets
Allowance for bad debts
−Removed: Bad debt on notes receivable
−Removed: Gain on forgiveness of PPP loan
−Removed: Deferred tax asset, net
+Added: Deferred income tax
Changes in operating assets and liabilities:
2 unchanged sentences
Deferred contract charges
−Removed: Prepaid expenses and other current assets
−Removed: Deposits and other
+Added: Prepaid expenses and other
Accounts payable - trade
−Removed: Accounts payable - lease termination impairments
Accrued expenses
2 unchanged sentences
Deferred revenues
−Removed: Other long-term liabilities
Cash provided by operating activities
2 unchanged sentences
Proceeds from sale of assets
−Removed: Purchases of intangible assets definite-lived
−Removed: Purchases of property, plant and equipment
−Removed: Cash provided by/(used in) investing activities
+Added: Purchase of intangible assets definite-lived
+Added: Purchase of property and equipment
+Added: Cash (used in)/provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock
−Removed: Proceeds from issuance of common stock
−Removed: Equity issuance costs - ATM offering
Payment of convertible notes
−Removed: Payment of short term loan
−Removed: Cash (used in)/provided by financing activities
−Removed: Net (decrease)/increase in cash and cash equivalents
+Added: Payments on short term loan
+Added: Cash used in financing activities
+Added: Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
2 unchanged sentences
CASH PAID FOR:
+Added: Income taxes (net of refunds)
See accompanying Notes to Consolidated Financial Statements.
RAVE RESTAURANT GROUP, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTES TO CONSOLIDATED
+Added: FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
11 unchanged sentences
As of June 25, 2023, there were 34 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,
−Removed: Arkansas, North Carolina and Mississippi accounting for approximately 23 %, 22 %, 13 % and 9 %, respectively, of the total number of domestic units.
+Added: Domestic Pizza Inn restaurants and kiosks were located predominantly in the southern half of the United States, with
+Added: Arkansas, Texas, North Carolina and Mississippi accounting for approximately 23 %, 20 %, 15 % and 9 %, respectively, of the total number of domestic units.
Principles of Consolidation:
14 unchanged sentences
from franchise agreements and structured Company-financed sales of assets.
−Removed: At June 26, 2022 and June 27, 2021, 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.
−Removed: As of June 26, 2022, the Company had one short term notes receivable with one
−Removed: franchisee and four long term notes receivable with three franchisees.
+Added: At June 25, 2023 and June 26, 2022, and at various times during the fiscal years then ended, the Company had concentrations of credit risk with three franchisees on notes receivables with both short and long term maturities.
+Added: As of June 25, 2023, the Company had zero short term notes receivable and three
+Added: long term notes receivable with three franchisees.
The financed asset sales were executed with a weighted average interest rate of 0.0 %.
−Removed: Principal payments are due monthly and mature from March 3, 2023 to January 1, 2025.
−Removed: Closed Restaurants and Discontinued Operations:
−Removed: In April, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2014-08, Presentation of 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
−Removed: 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
−Removed: individually significant components that do not meet the definition of discontinued operations.
−Removed: 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
−Removed: Assets,” requires that discontinued operations that meet certain criteria be reflected in the income statements after results of continuing operations as a net amount.
−Removed: This guidance also requires that the operations of closed restaurants,
−Removed: including any impairment charges, be reclassified to discontinued operations for all periods presented.
−Removed: The authoritative guidance on “ Accounting for Costs Associated with Exit or Disposal
−Removed: Activities,” requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred.
−Removed: This authoritative guidance also establishes that fair value is the objective for initial
−Removed: measurement of the liability.
−Removed: Plant and Equipment :
−Removed: Property, plant and equipment are stated at
−Removed: cost less accumulated depreciation and amortization.
+Added: Principal payments are due monthly and mature from September 1, 2024 to January 1, 2027.
+Added: and Equipment :
+Added: Property and equipment are stated at cost
+Added: less accumulated depreciation and amortization.
Repairs and maintenance are charged to operations as incurred while major renewals and betterments are capitalized.
−Removed: Upon the sale or disposition of any property, plant or equipment, the asset
−Removed: and the related accumulated depreciation or amortization are removed from the accounts and the gain or loss is included in operations.
−Removed: The Company capitalizes interest on borrowings during the active construction period of major capital
+Added: Upon the sale or disposition of any property or equipment, the asset and the
+Added: related accumulated depreciation or amortization are removed from the accounts and the gain or loss is included in operations.
+Added: The Company capitalizes interest on borrowings during the active construction period of major capital projects.
Capitalized interest is added to the cost of the underlying asset and amortized over the estimated useful life of the asset.
8 unchanged sentences
recognized, the carrying value of an impaired asset is reduced to its fair value, based on discounted estimated future cash flows.
−Removed: The Company recognized, pre-tax, non-cash impairment charges of $ 6 thousand and $ 21 thousand during fiscal years, 2022 and 2021, respectively.
−Removed: The Company had $ 0.2 million in sublease income during fiscal year 2022.
−Removed: The Company had lease charges related to closed units of $ 0.7 million partially offset by $ 0.2 million in sublease rental income during
−Removed: fiscal year 2021.
+Added: The Company recognized, pre-tax, non-cash impairment charges of $ 5 thousand and $ 6 thousand during fiscal 2023 and 2022, respectively.
+Added: The Company had $ 0.2 million in sublease income during fiscal 2023 and 2022.
Accounts Receivable:
6 unchanged sentences
The interest income recorded from finance charges is immaterial.
+Added: Bad Debt Expense:
+Added: The Company monitors franchisee receivable balances and adjusts credit terms when necessary to minimize the Company’s exposure to
+Added: high risk accounts receivable.
+Added: Bad debt expense increased by $ 27 thousand to $ 73 thousand in fiscal 2023 compared to $ 46 thousand in fiscal
+Added: 2022 primarily related to collectability concerns on international accounts receivable.
Notes Receivable:
11 unchanged sentences
The allowance for doubtful notes receivable is netted within notes receivable.
−Removed: The expected principal collections on notes receivable for the next three years were as follows as of June 26, 2022 (in
+Added: The expected principal collections on notes receivable for the next two years are as follows as of June 25, 2023 (in
Notes Receivable
11 unchanged sentences
Future sources of taxable income are also considered in determining the amount of the recorded valuation allowance.
−Removed: Based on this analysis, the Company has reversed the full amount of the previous valuation allowance as of
+Added: Based on this analysis, the Company reversed the full amount of the established valuation allowance as of
June 26, 2022 (see Note F).
−Removed: For the year ended June 26, 2022, the Company recorded an income tax benefit of $ 5.7 million including federal deferred tax benefit of $ 5.5
−Removed: million and current/deferred state tax benefit of $ 0.2 million.
−Removed: As of June 26, 2022, the Company had net operating loss carryforwards
−Removed: totaling $ 23.1 million that are available to reduce future taxable income and will begin to expire in 2032 , of which $ 1.8 million are limited
−Removed: to 80 % and do not expire.
−Removed: Tax returns for fiscal 2013 and after will remain open to examination by federal and state tax authorities for
−Removed: three to four years
−Removed: following the tax year in which net operating losses or tax credits are utilized.
−Removed: The Company was not subject to income tax examinations by any tax authority as of June 26, 2022.
−Removed: There are no material uncertain tax positions.
−Removed: Management’s position is that all relevant requirements are met and necessary returns have been filed,
−Removed: and therefore the tax positions taken on the tax returns would be sustained upon examination.
+Added: For the year ended June 25, 2023, the Company recorded an income tax expense of $ 0.5 million.
+Added: The federal and state tax expense was $ 0.4 million
+Added: and $ 0.1 million, respectively.
+Added: The Company utilized net operating losses to offset federal taxes.
+Added: As of June 25, 2023, the Company had
+Added: federal net operating loss carryforwards totaling $ 21 million that are available to reduce future taxable income and will begin to expire
+Added: Under the Tax Cuts and Jobs Act, approximately $ 1.4 million of the loss carryforwards are limited to 80 % and do not expire.
+Added: Tax years that remain
+Added: subject to examination by the IRS are the years ended June 28, 2020 through June 26, 2022 .
+Added: Tax years that remain subject to examination by state authorities are the years ended June 30, 2019 through June 26, 2022 .
+Added: There are no 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.
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
18 unchanged sentences
Franchise license fees are typically billed upon execution of the franchise agreement and amortized over the term of the
−Removed: franchise agreement which can range from five to 20 years .
+Added: franchise agreement, which typically range from five to 20 years .
Fees received for renewal periods are amortized over the life of the renewal period.
2 unchanged sentences
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
+Added: agreement as the stores are opened.
Area development exclusivity fees that include rights to sub-franchise are amortized as revenue over the term of the contract.
−Removed: Advertising fund contributions for Pie Five and Pizza Inn units represent contributions collected where we have control over
+Added: Advertising fund contributions for Pizza Inn and Pie Five units represent contributions collected where we have control over
the activities of the fund.
4 unchanged sentences
obligation related to these funds is to develop and conduct advertising activities.
−Removed: Pie Five marketing fund contributions are billed and collected weekly.
+Added: Pizza Inn and Pie Five marketing fund contributions are billed and collected weekly or monthly.
Supplier convention funds are deferred until the obligations of the agreement are met and the event takes place.
9 unchanged sentences
Rental income
+Added: The opening balance of accounts receivable on June 28, 2021 was $ 0.9 million.
+Added: The opening balance of deferred revenues on June 28, 2021 was $ 1.8
+Added: Revenue recognized in fiscal 2023 that was in the deferred revenue balance at June 26, 2022 was $ 0.6 million.
Stock-Based Compensation:
23 unchanged sentences
The fiscal years ended June 25, 2023 and June 26, 2022 each contained 52
−Removed: NOTE B - PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS:
−Removed: Property, and plant and equipment consist of the following (in thousands):
+Added: NOTE B - PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS:
+Added: Property and equipment consist of the following (in thousands):
Equipment, furniture and fixtures
2 unchanged sentences
accumulated depreciation/amortization
−Removed: Depreciation and amortization expense for property, plant and equipment was approximately
−Removed: $ 140 thousand and $ 131
−Removed: thousand for the fiscal years ended June 26, 2022 and June 27, 2021, respectively.
+Added: Depreciation and amortization expense for property and equipment was approximately $ 141 thousand and $ 140 thousand for the
+Added: fiscal years ended June 25, 2023 and June 26, 2022, respectively.
Intangible assets consist of the following (in thousands):
16 unchanged sentences
The Notes matured on February 15, 2022 , at which time all principal and unpaid interest was paid in cash.
−Removed: Therefore, as of June 26, 2022, there were no Notes outstanding.
−Removed: NOTE E - PPP LOAN FORGIVENESS AND EMPLOYEE RETENTION CREDIT:
−Removed: 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, N.A.
−Removed: (the “Lender”) pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus
−Removed: Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S.
−Removed: Small Business Administration (“SBA”).
−Removed: The PPP Loan was unsecured by the Company and was guaranteed by the SBA.
−Removed: We applied for and received a forgiveness decision in
−Removed: the fourth quarter of fiscal 2021, such that all of the PPP Loan was forgiven at that time.
+Added: Therefore, as of June 25, 2023 and June 26, 2022, there were no Notes outstanding.
+Added: NOTE E - EMPLOYEE RETENTION CREDIT:
December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”) was signed into law.
4 unchanged sentences
ended June 26, 2022, the Company recorded $ 0.7 million of other income for the employee retention credit.
−Removed: The Company has also
−Removed: benefitted from the CAA guidance to treat expenses associated with the PPP loan forgiveness as tax deductible.
+Added: As of June 25, 2023, $ 0.6 million has been received and $ 0.1
+Added: million is still outstanding.
NOTE F - INCOME TAXES:
−Removed: Benefit from income taxes from continuing operations consists of the following (in
+Added: Provision for income taxes from continuing operations consists of the following (in
Fiscal Year Ended
3 unchanged sentences
Deferred - State
−Removed: Benefit from income taxes
+Added: Provision for income taxes
The effective income tax rate varied from the statutory rate for the fiscal years ended June 25, 2023 and June 26, 2022 as
3 unchanged sentences
Permanent adjustments
−Removed: PPP loan forgiveness
+Added: Return to provision
Change in valuation allowance
−Removed: Income tax benefit
+Added: Provision for income taxes
The tax effects of temporary differences that give rise to the net deferred tax assets consisted of the
4 unchanged sentences
Operating lease liabilities
−Removed: Depreciable assets
Credit carryforwards
8 unchanged sentences
For the year ended June 25, 2023, the Company recorded an
−Removed: income tax benefit of $ 5.7 million including federal deferred tax benefit of $ 5.5 million and current/deferred state tax benefit of $ 0.2 million.
−Removed: June 26, 2022, the Company had net operating loss carryforwards totaling $ 23.1 million that are available to reduce future taxable
−Removed: income and will begin to expire in 2032 , of which $ 1.8 million are limited to 80 % and do not expire.
−Removed: Tax returns for
−Removed: fiscal 2013 and after will remain open to examination by federal and state tax authorities for three to four years following the tax year in which net operating losses or tax credits are utilized.
−Removed: The Company was not subject to income tax examinations
−Removed: by any tax authority as of June 26, 2022.
+Added: income tax expense of $ 0.5 million.
+Added: The federal and state tax expense was $ 0.4 million and $ 0.1 million, respectively.
+Added: The Company utilized net
+Added: operating losses to offset federal taxes.
+Added: As of June 25, 2023, the Company had federal net operating loss carryforwards totaling $ 21
+Added: million that are available to reduce future taxable income and will begin to expire in 2035 .
+Added: For the year ended June 26, 2022, the Company recorded an income tax benefit of $ 5.7 million including federal deferred tax
+Added: benefit of $ 5.5 million and current/deferred state tax benefit of $ 0.2 million.
+Added: As of June 26, 2022, the Company had net operating loss carryforwards totaling $ 23.1
+Added: million that are available to reduce future taxable income and will begin to expire in 2032 , of which $ 1.8 million are limited to 80 % and do
+Added: Under the Tax Cuts and Jobs Act, approximately $ 1.4 million of the loss carryforwards are limited to 80 % and do not expire.
+Added: Tax years that remain subject to examination by the IRS are the years ended June 28, 2020 through June 26, 2022 .
+Added: that remain subject to examination by state authorities are the years ended June 30, 2019 through June 26, 2022 .
The Company continually reviews the realizability of its deferred tax assets, including
3 unchanged sentences
Future sources of taxable income are also considered in determining the amount of the recorded valuation allowance.
−Removed: Based on this analysis, t he Company reversed the full amount of the established valuation allowance as of
−Removed: June 26, 2022.
−Removed: The reversal of the valuation allowance resulting in tax benefit of $ 5.7 million in fiscal 2022.
−Removed: There are no material uncertain tax positions.
+Added: Based on this analysis, the Company reversed the full amount of the
+Added: established valuation allowance as of June 26, 2022 .
+Added: There are no uncertain tax positions.
Management’s position is that all relevant
3 unchanged sentences
This lease began on January 2, 2017 and has a ten-year term.
−Removed: 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.
+Added: 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
+Added: through May 2021.
The Company determines if an arrangement is a lease at inception of the arrangement.
37 unchanged sentences
Sublease agreements are not capitalized and are recorded as rental income in the period that rent is received.
−Removed: As of June 26, 2022, the Company had no Company-owned restaurants.
+Added: As of June 25, 2023 and June 26, 2022, the Company had no Company-owned restaurants.
Information Technology Equipment
17 unchanged sentences
If the Company does not expect to assign the abandoned lease to a new franchisee within 12 months, the lease will be considered an operating lease and a right-of-use asset and lease liability will be
+Added: Future minimum rental
+Added: payments for guaranteed leases with initial or remaining terms of one year or more at June 25, 2023 were as follows (in thousands):
+Added: Guaranteed Leases
Practical Expedients and Accounting Policy Elections
Certain lease agreements include lease and non-lease components.
−Removed: For all existing asset classes with multiple
−Removed: component types, the Company has utilized the practical expedient that exempts it from separating lease components from non-lease components.
−Removed: Accordingly, the Company accounts for the lease and non-lease components in an arrangement as a single
−Removed: lease component.
+Added: For all existing asset classes with
+Added: multiple component types, the Company has utilized the practical expedient that exempts it from separating lease components from non-lease components.
+Added: Accordingly, the Company accounts for the lease and non-lease components in an arrangement as a
+Added: single lease component.
In addition, for all existing asset classes, the Company has made an accounting policy election not to apply
1 unchanged sentence
Accordingly, we recognize lease payments related to our short-term leases in our income statements on a straight-line basis over the lease term which has not changed from our prior recognition.
−Removed: To the extent that there are variable lease
−Removed: payments, we recognize those payments in our income statements in the period in which the obligation for those payments is incurred.
−Removed: The components of total lease expense for the fiscal year ended June 26, 2022, the majority of which is
−Removed: included in general and administrative expense in the accompanying Consolidated Statements of Income, are as follows (in thousands):
+Added: To the extent that there are variable
+Added: lease payments, we recognize those payments in our income statements in the period in which the obligation for those payments is incurred.
+Added: The components of total lease expense for the fiscal years ended June 25, 2023 and June 26, 2022, the majority of which is included in general and
+Added: administrative expense in the accompanying Consolidated Statements of Income, are as follows (in thousands):
Fiscal Year Ended
June 25, 2023
+Added: Fiscal Year Ended
+Added: June 26, 2022
Operating lease cost
4 unchanged sentences
June 25, 2023
+Added: Fiscal Year Ended
+Added: June 26, 2022
Cash paid for amounts included in the measurement of lease liabilities
2 unchanged sentences
June 25, 2023
−Removed: Operating lease right of use assets, net
+Added: Fiscal Year Ended
+Added: June 26, 2022
+Added: Operating lease right of use asset, net
Operating lease liabilities, current
3 unchanged sentences
June 25, 2023
+Added: Fiscal Year Ended
+Added: June 26, 2022
Weighted average remaining lease term
9 unchanged sentences
Certain lease agreements contain either a provision 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
−Removed: 26, 2022 were as follows (in thousands):
−Removed: Operating Leases
Future minimum sublease rental income under active non-cancelable leases with initial or
16 unchanged sentences
plan as defined in Section 401(k) of the Code.
−Removed: For the fiscal year ended June 26, 2022, and June 27, 2021, total matching contributions
+Added: For the fiscal years ended June 25, 2023 and June 26, 2022, total matching contributions
to the tax advantaged savings plan by the Company on behalf of participating employees were approximately $ 24 thousand and $ 33 thousand, respectively.
35 unchanged sentences
information about fixed-price stock options is as follows:
−Removed: Fiscal Year Ended June 26, 2022
−Removed: Fiscal Year Ended June 27, 2021
+Added: Fiscal Year Ended
+Added: Fiscal Year Ended
+Added: June 25, 2023
+Added: June 26, 2022
+Added: June 25, 2023
+Added: June 26, 2022
Exercise Price
4 unchanged sentences
Exercisable at end of period
−Removed: The intrinsic value of options outstanding at June 26, 2022 was zero .
+Added: The intrinsic value of options outstanding at June 25, 2023 was $ 33 thousand.
The following table provides information on options outstanding and options exercisable as of June 25, 2023:
13 unchanged sentences
Expected Life .
−Removed: The expected life of awards granted represents the period of time that they are expected to
−Removed: be outstanding.
+Added: The expected life of awards granted represents the period of time that
+Added: they are expected to be outstanding.
Unless a life is specifically stated, we 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
+Added: 110 since we do not have sufficient historical share
+Added: option exercise experience.
Expected Volatility .
13 unchanged sentences
We record stock-based compensation only for those awards that are expected to vest.
−Removed: At June 26, 2022, all stock options that the Company had granted were vested.
−Removed: No stock compensation expense related to stock options was recognized in either fiscal years 2022 or 2021.
+Added: The following weighted average assumptions were used for options granted during fiscal 2023:
+Added: Fiscal Year Ended
+Added: Expected life (in years)
+Added: Expected volatility
+Added: Risk-free interest rate
+Added: Expected forfeiture rate
+Added: At June 25, 2023, 111,750 of the stock options that the Company had granted were vested.
+Added: thousand stock compensation expense related to stock options was recognized in fiscal 2023.
+Added: No stock compensation expense related to
+Added: stock options was recognized in fiscal 2022.
+Added: There were 40,000 of the stock options that were unvested at June 25, 2023.
+Added: 40,000 of the stock options vested on June 27, 2023 and, therefore, there was zero unamortized stock compensation expense at June 25, 2023.
Restricted Stock Units:
1 unchanged sentence
of common stock upon the satisfaction of vesting requirements, performance criteria and other terms and conditions.
−Removed: During fiscal 2022 and 2021, 362,500
+Added: During fiscal 2023 and 2022, zero
and 362,500 performance-based restricted stock units, respectively, were granted to certain employees.
+Added: For the years ended June 25, 2023
+Added: and June 26, 2022, the Company had stock compensation expense of $ 329 thousand and $ 169 thousand, respectively, related to RSUs.
+Added: As of June 25, 2023, there was $ 212
+Added: thousand and $ 36 thousand unamortized stock compensation expense related to RSUs, which should be recognized during fiscal years 2024 and
+Added: 2025, respectively.
The restricted stock units granted to each recipient are allocated among performance
4 unchanged sentences
stock, until the award fully vests upon satisfaction of the vesting schedule, performance criteria and other conditions set forth in their award agreement.
−Removed: Therefore, unvested restricted stock units are not considered participating securities
−Removed: under ASC 260, “ Earnings Per Share ,” and are not included in the calculation of basic or diluted earnings per share.
+Added: Contingent unvested restricted stock units are considered participating securities under ASC
+Added: 260, “ Earnings Per Share ,” and are included in the calculation of diluted earnings per share.
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 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 26, 2022 and June 27, 2021,
−Removed: and changes during the fiscal years then ended is presented below:
+Added: A summary of the status of restricted
+Added: stock units as of June 25, 2023 and June 26, 2022, and changes during the fiscal years then ended is presented below:
Unvested at beginning of year
6 unchanged sentences
plan first authorized on May 23, 2007, and previously 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.
−Removed: During fiscal 2022, 493,474 shares were
−Removed: repurchased and, as of June 26, 2022, there were 354,951 shares available to be repurchased under the plan.
On June 28, 2022, the Company’s board of directors again amended the stock repurchase plan to increase the number of shares of common stock
the Company may repurchase by 5,000,000 shares to a total of 8,016,000 shares.
−Removed: Subsequently to fiscal year 2022, the Company has repurchased an additional 1,110,891 outstanding shares of its common stock.
−Removed: On December 5, 2017, the Company entered into an At Market Issuance Sales Agreement with
−Removed: Riley FBR, Inc.
−Removed: Riley FBR”) pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 5,000,000 from time to time through B.
−Removed: Riley FBR acting as agent (the “2017 ATM Offering”).
−Removed: The 2017 ATM Offering was undertaken pursuant to Rule 415 and a shelf Registration Statement on Form S-3 which was
−Removed: declared effective by the SEC on November 6, 2017.
−Removed: Through June 27, 2021, the Company had sold an aggregate of 3,064,342 shares in the
−Removed: 2017 ATM Offering, realizing aggregate gross proceeds of $ 4.4 million.
−Removed: The 2017 ATM Offering expired on November 6, 2020.
−Removed: The Company paid to B.
−Removed: Riley FBR a fee equal to 3 % of the gross sales price in addition to reimbursing certain costs.
−Removed: The Company had $ 131 thousand in expenses associated with the 2017 ATM Offering in fiscal 2021.
+Added: During fiscal 2023, 3,356,977 shares were repurchased and,
+Added: as of June 25, 2023, there were 1,997,974 shares available to be repurchased under the plan.
+Added: Subsequent to fiscal 2023, the Company
+Added: has not repurchased any additional outstanding shares of
+Added: its common stock.
NOTE K - COMMITMENTS AND CONTINGENCIES:
−Removed: The Company is subject to various claims and contingencies related to employment
+Added: On January 6,
+Added: 2020, the Company’s former Chief Executive Officer, Scott Crane, filed suit in the U.S.
+Added: District Court for the Eastern District of Texas alleging various claims in connection with the Company’s termination of his employment in July 2019.
+Added: general, the suit asserted that the Company terminated Crane for the purpose of depriving him of certain equity compensation that otherwise would have been due to him on October 15, 2019.
+Added: The Company asserted that Crane failed to meet the
+Added: contractual qualifications for the equity, as well as other defenses.
+Added: The matter proceeded to trial which resulted in a verdict in favor of Crane, and the trial court entered judgment in Crane’s favor.
+Added: The Company appealed the judgment to the
+Added: Fifth Circuit Court of Appeals, which on May 31, 2023 issued an opinion reversing the trial court and rendering judgment in favor of the Company on all claims brought by Crane, and returning the matter to the trial court for consideration of
+Added: costs and attorney fees to be awarded to the Company as the prevailing party in the litigation.
+Added: The Company is subject to other various claims and contingencies related to employment
agreements, franchise disputes, lawsuits, taxes, food product purchase contracts and other matters arising out of the normal course of business.
1 unchanged sentence
or would not have a material adverse effect on the Company’s annual results of operations or financial condition if decided in a manner that is unfavorable to the Company.
−Removed: On March 11, 2020, the World Health Organization declared the outbreak of novel
−Removed: coronavirus (COVID-19) as a pandemic, and the disease spread rapidly throughout the United 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
−Removed: employees, severely disrupted our business operations.
−Removed: 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
−Removed: prohibiting in-store sales and, therefore, were limited to carry-out and/or delivery orders.
−Removed: In some areas, these restrictions limited non-essential movement outside the home, which discouraged or even precluded carry-out orders.
−Removed: COVID-19 pandemic precipitated significant job losses and a national economic downturn that impacted the demand for restaurant food service.
−Removed: Although most of our domestic restaurants continued to operate under these conditions, we have
−Removed: experienced temporary closures from time to time during the pandemic.
−Removed: In most cases, in-store dining has now resumed subject to seating capacity limitations, social distancing protocols, and enhanced cleaning and disinfecting practices.
−Removed: The COVID-19 pandemic has resulted in dramatically reduced aggregate in-store retail
−Removed: sales at Buffet Units and Pie Five Units, modestly offset by increased aggregate carry-out and delivery sales.
−Removed: The decreased aggregate retail sales have correspondingly decreased supplier rebates and franchise royalties payable to the Company.
−Removed: An outbreak or perceived outbreak of COVID-19 connected to restaurant dining could cause
−Removed: 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 be enacted, to what extent off-premises
−Removed: dining will continue, or if individuals will be comfortable returning to our Buffet Units and Pie Five Units.
−Removed: Any of these changes could materially adversely affect the Company’s future financial performance.
−Removed: However, the ultimate impact of
−Removed: COVID-19 on our future results of operations and liquidity cannot presently be predicted.
NOTE L - EARNINGS PER SHARE:
9 unchanged sentences
Weighted average common shares
−Removed: Net income/(loss) per common share
+Added: Net income per common share
Weighted average common shares
−Removed: Convertible notes
+Added: Dilutive restricted stock units
+Added: Dilutive stock options
Weighted average common shares outstanding
Income from continuing operations per common share
−Removed: We had 111,750 and 166,750 shares of common stock potentially issuable upon exercise of employee stock
−Removed: options for years ended June 26, 2022 and June 27, 2021, respectively, which 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.
+Added: We had 151,750 and 111,750 shares of common stock potentially issuable upon exercise
+Added: of employee stock options for years ended June 25, 2023 and June 26, 2022, respectively, which were excluded from the weighted average number of shares outstanding on a diluted basis because they had an intrinsic value of zero .
These options expire at varying times from fiscal 2024 through fiscal 2032.
+Added: We had 271,825
+Added: and 859,501 restricted stock units for years ended June 25, 2023 and June 26, 2022, respectively, which were excluded from the
+Added: weighted average number of shares outstanding on a diluted basis because the performance criteria had not been met and vesting was not probable .
NOTE M - SEGMENT REPORTING:
−Removed: The Company has three reportable operating segments as determined by management using the “management approach” as defined by ASC 280 Disclosures about Segments of an
−Removed: Enterprise and Related Information :
+Added: The Company has three reportable operating segments as determined by management using the “management approach” as defined by ASC 280 Disclosures about
+Added: Segments of an Enterprise and Related Information :
(1) Pizza Inn Franchising, (2) Pie Five Franchising and (3) Company-Owned Restaurants.
These segments are a result of differences in the nature of the products and services sold.
−Removed: 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.
+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 operating segments.
Other revenue consists of nonrecurring items.
7 unchanged sentences
Assets for this segment include equipment, furniture and fixtures for the Company-Owned restaurants.
−Removed: As of June 26, 2022, the Company did not operate any Company-Owned restaurants.
+Added: As of June 25, 2023 and June 26, 2022, the Company did not operate any Company-Owned restaurants.
Corporate administration and other assets primarily include cash and short-term
1 unchanged sentence
All assets are located within the United States.
−Removed: Summarized in the following tables are net sales and operating revenues, depreciation and
−Removed: amortization expense, income from continuing operations before taxes, capital expenditures and assets for the Company’s reportable segments as of and for the fiscal years ended June 26, 2022 and June 27, 2021 (in thousands):
+Added: Summarized in the following tables are net operating revenues, depreciation and
+Added: amortization expense, and income before taxes for the Company’s reportable segments as of and for the fiscal years ended June 25, 2023 and June 26, 2022 (in thousands):
Fiscal Year Ended
11 unchanged sentences
Depreciation and amortization
−Removed: Income/(Loss) before taxes:
+Added: Income before taxes:
Pizza Inn Franchising
2 unchanged sentences
Corporate administration and other
−Removed: Income/(loss) before taxes
+Added: Income before taxes
The following table provides information on our foreign and domestic revenues:
6 unchanged sentences
2023 which was the date the Company’s financial statements were available to be issued.
−Removed: On June 28, 2022, the Company’s board of directors amended its stock repurchase plan to increase the number
−Removed: of shares of common stock the Company may repurchase by 5,000,000 shares to a total of 8,016,000 shares.
−Removed: Subsequently, the Company has repurchased an additional 1,110,891
−Removed: outstanding shares of its common stock at an aggregate price of $ 1.4 million.
+Added: The Company terminated its master licensee of Pizza Inn in Saudi Arabia in September 2023.
+Added: This termination resulted in the closure
+Added: of 12 international units.
+Added: These locations represented approximately $ 0.1 million in revenue during fiscal 2023 .
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.